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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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AMENDMENT NO. 8
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)
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Copies to:
Peter R. Douglas
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
May 6, 1994
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Date Tender Offer First Published, Sent or Given to Security Holders
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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
0
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES* [ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
N/A
10 TYPE OF REPORTING PERSON*
CO
This Amendment No. 8 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, 2, 3, 4,
5, 6 and 7 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 4. Source and Amount of Funds or Other Consideration.
(a) Bidder expects to purchase Shares using general corporate funds of
the Roche Group and, possibly, the proceeds of a loan from a group of
commercial banks.
(b) While Bidder has not yet reached definitive decision or agreement
with respect to the terms of such a loan facility (the "Loan") pursuant to
which Bidder may borrow funds to pay for Shares, Bidder expects that the terms
on which it would borrow such funds would include the following: (i) the
aggregate maximum amount of the Loan would be approximately $5,000,000,000;
(ii) the Loan would be repayable in two installments, with final maturity on
June 30, 1995; and (iii) the Loan would bear interest at a rate per annum
equal to approximately 0.06% above the London Interbank Offered Rate.
If Bidder uses proceeds from the Loan to purchase Shares pursuant to the
Offer, Bidder expects to give its drawdown notice with respect to the Loan
upon expiration of the Offer and consequently expects to pay for Shares which
have been validly tendered prior to the expiration of the Offer approximately
five business days thereafter.
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: DR. HENRI B. MEIER
____________________
Dr. Henri B. Meier
Vice-President
Dated: August 17, 1994
