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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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AMENDMENT NO. 2
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
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. 2 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 Amendment No. 1 thereto
filed on May 16, 1994, 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 10. Additional Information.
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(c) Pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of
1976 (the "HSR Act"), on May 20, 1994, Bidder filed a Notification and
Report Form with respect to the Offer with the Antitrust Division of the
United States Department of Justice ("Antitrust Division") and the Federal
Trade Commission ("FTC"). As a result, it is expected that the waiting
period applicable to the purchase of Shares pursuant to the Offer will be
scheduled to expire at 11:59 P.M. New York City time, on Saturday, June 4,
1994. However, prior to such time, the Antitrust Division or the FTC may
extend the waiting period by requesting additional information or
documentary material relevant to the Offer from the Bidder or others. If
such a request is made, the waiting period will be extended until 11:59
P.M., New York City time, on the tenth day after substantial compliance
with such request. Thereafter, such waiting period can be extended only by
court order.
(e) Legal counsel for the Company has advised the Bidder that on May
19, 1994, plaintiffs in the action captioned Piven v. Syntex Corp. filed a
Request for Dismissal Without Prejudice and Declaration in Support of
Plaintiffs' Request for Dismissal. The complaint in that action was filed
on May 3, 1994, in Santa Clara County, California Superior Court against
the Company, Parent and the members of the Company's Board of Directors,
seeking to enjoin the Merger. The complaint sought class certification.
Defendants have not been served with any summons or complaint; Bidder has
been informed that no notice of the action has been sent to potential class
members and the action has not been certified as a class action. In the
Declaration in Support of Plaintiffs' Request for Dismissal, plaintiffs'
counsel indicated that after consultation with defendants, it was
determined that further prosecution of the action would not substantially
benefit plaintiffs or the Company's shareholders.
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
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Dr. Henri B. Meier
Vice-President
Dated: May 20, 1994
