SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FINAL AMENDMENT
TO
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section
14(d)(1) of the Securities Exchange Act of 1934
Syntex Corporation
(Name of Subject Company)
Roche Capital Corporation
(Bidder)
Common Stock, Par Value $1.00 Per Share
(Title of Class of Securities)
87161610
(CUSIP Number of Class of Securities)
Dr. Felix Amrein
c/o Roche Holding Ltd
Grenzacherstrasse 124
CH-4002 Basel
Switzerland
Telephone: (41) (61) 688-1111
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and
Communications on Behalf of Bidder)
Copies to:
Peter R. Douglas
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
May 6, 1994
Date Tender Offer First Published, Sent or Given to Security Holders
CUSIP No. 871 616 10
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Roche Capital Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF, BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2 (e) OR 2 (f) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Panama
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
APPROX. 206,809,298 SHARES OF COMMON STOCK
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES* [ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
APPROX. 93.4% OF OUTSTANDING SHARES OF COMMON STOCK
10 TYPE OF REPORTING PERSON*
CO
This Final Amendment amends and supplements the Tender Offer Statement
on Schedule 14D-1 (the "Statement") dated May 6, 1994 filed by Roche
Capital Corporation, a Panama corporation (the "Bidder") and a wholly owned
subsidiary of Sapac Corporation Limited, a non-resident Canadian
corporation ("Holding"), which, in turn, is a wholly owned subsidiary of
Roche Holding Ltd, a Switzerland corporation ("Parent"), as amended by
Amendments Nos. 1-11, relating to the Bidder's offer to purchase all
outstanding shares of Common Stock, $1.00 par value (the "Shares") of
Syntex Corporation (the "Company"), at $24.00 per Share, net to the seller
in cash, upon the terms and subject to the conditions set forth in the
Offer to Purchase and the related Letter of Transmittal, copies of which
are attached as Exhibits (a)(1) and (a)(2) to the Statement (which are
herein referred to as the "Offer"). Capitalized terms not separately
defined herein shall have the meanings specified in the Statement.
Item 6. Interest in Securities of the Subject Company.
Bidder's Offer expired on August 31, 1994. As of September 8, 1994, a
total of 206,809,298 Shares (or approximately 93.4% of the 221.4 million
Shares outstanding), including Shares for which certificates were delivered
to the Depositary pursuant to the Offer's guarantied delivery procedure,
had been validly tendered and not withdrawn. Bidder has accepted for
purchase all such Shares.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
ROCHE CAPITAL CORPORATION
By: /s/ DR. HENRI B. MEIER
----------------------
Dr. Henri B. Meier
Vice-President
Dated: September 9, 1994
