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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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AMENDMENT NO. 4
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. 4 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 and 3,
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.
(c) On June 6, 1994, the Bidder and the Company issued the joint press
release attached hereto as Exhibit (a)(8). The information set forth in the
press release is incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
(a)(8) Joint Press Release, dated June 6, 1994.
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: June 6, 1994
EXHIBIT (a)(8)
FOR IMMEDIATE RELEASE
ROCHE HOLDING LTD AND SYNTEX CORPORATION
RECEIVE FTC REQUEST FOR ADDITIONAL INFORMATION
BASEL, SWITZERLAND AND PALO ALTO, CALIFORNIA -- June 6, 1994 -- Roche
Holding Ltd and Syntex Corporation (NYSE: SYN) announced that the Federal
Trade Commission has requested additional information pursuant to the
Hart-Scott-Rodino Antitrust Improvements Act in connection with the ongoing
$24.00 per share tender offer by Roche Capital Corporation, a wholly owned
subsidiary of Roche Holding Ltd, for all outstanding shares of common stock of
Syntex.
Both companies said that they are preparing the necessary information and
will comply with the FTC's request as expeditiously as practicable. The
request extends the waiting period under the Hart-Scott-Rodino Act until ten
days following substantial compliance with the request by Roche unless the
waiting period is sooner terminated by the FTC.
In light of the FTC's request, Roche Capital has extended the expiration
date for the tender offer until 12:00 Midnight, New York City time, on Friday,
July 1, 1994. As a consequence of the extension of the expiration date,
holders of Syntex common stock are entitled to tender or withdraw their shares
pursuant to the tender offer until 12:00 Midnight, New York City time, on
Friday, July 1, 1994, unless the offer is further extended. The tender offer
was originally scheduled to expire on June 6, 1994. It may be necessary to
extend the offer further to allow sufficient time for compliance with the
FTC's request.
Based on the latest count of tendered shares, including shares tendered
pursuant to guarantees of delivery, approximately 96,000,000 shares of Syntex
common stock have been validly tendered and not withdrawn pursuant to the
tender offer.
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