-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HZtdKIoT3hwX2QyyfXHD85YtLW6aX22BFZS2DnBO5ftiVcKExAVOvWD/60qj7Ai2 DVh01syFomCrltOqbeHfnA== 0000940180-98-000300.txt : 19980323 0000940180-98-000300.hdr.sgml : 19980323 ACCESSION NUMBER: 0000940180-98-000300 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980305 ITEM INFORMATION: FILED AS OF DATE: 19980319 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DEPUY INC CENTRAL INDEX KEY: 0001019900 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 351989795 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-12229 FILM NUMBER: 98569036 BUSINESS ADDRESS: STREET 1: PO BOX 988 STREET 2: 700 ORTHOPAEDIC DRIVE CITY: WARSAW STATE: IN ZIP: 46581-0988 BUSINESS PHONE: 2192678143 MAIL ADDRESS: STREET 1: PO BOX 988 STREET 2: 700 ORTHOPAEDIC DRIVE CITY: WARSAW STATE: IN ZIP: 46581-0988 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 5, 1998 DEPUY, INC. (Exact name of registrant as specified in its charter) Delaware 001-12229 35-1989795 (State or Other (Commission (IRS Employer Jurisdiction of File Number) Identification No.) Incorporation) 700 Orthopaedic Drive Warsaw, Indiana 46581-0988 (Address of principal executive offices) (Zip Code) (219) 267-8143 (Registrant's telephone number, including area code) Page 1 of 3 Item 1. Changes in Control of Registrant. On March 5, 1998, Roche Healthcare Limited, a Bermuda corporation ("Roche Healthcare"), completed the purchase of Corange Limited ("Corange"), which (directly and through three of its direct and indirect wholly-owned subsidiaries: Corange International Limited, Corange International Holdings B.V. and Pharminvest S.A.) owns 83,000,000 shares of Common Stock of the Registrant, representing approximately 84.03% of the outstanding shares of such Common Stock. Roche Healthcare is a wholly-owned subsidiary of Roche Finance, Ltd, a Swiss corporation, which is in turn a wholly-owned subsidiary of Roche Holding Ltd, a Swiss corporation ("Roche Holding"). Of the aggregate purchase price paid by Roche Healthcare for Corange, no portion thereof was specifically allocated to the shares of DePuy owned directly or indirectly by Corange. Roche Healthcare completed the purchase of Corange pursuant to a Stock Purchase Agreement dated May 24, 1997 with the then shareholders of Corange. Prior to March 5, 1998, the shares of Corange were beneficially owned by four family branches (individually or through trusts and their investment vehicles) who are descended from the founders of the Boehringer Mannheim companies in Germany (the "Former Shareholders"). The family of Curt Engelhorn beneficially owned approximately 37.3% of the shares, the family of Christof Engelhorn beneficially owned approximately 22.3% of the shares, the family of Peter Engelhorn beneficially owned approximately 22.3% of the shares and Christa Gelpke beneficially owned approximately 18.0% of the shares. In connection with the purchase of Corange, the Registrant has agreed to elect two representatives of Roche Holding to the Board of Directors of the Registrant. The representatives are anticipated to be Dr. h.c. Fritz Gerber, the Executive Chairman of Roche Holding, and Dr. Franz B. Humer, the Chief Executive Officer and head of the pharmaceuticals division of Roche Holding. The Registrant knows of no other arrangements or understandings between Roche Healthcare or Roche Holding and the Former Shareholders with respect to the election of directors or other matters, nor is the Registrant aware of any arrangements, whether by pledge or otherwise, the operation of which may at a subsequent date result in a further change in control of the Registrant. Page 2 of 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DEPUY, INC. Date: March 19, 1998 By: /s/ Steven L. Artusi ---------------------------- Name: Steven L. Artusi Title: Senior Vice President, General Counsel and Secretary Page 3 of 3 -----END PRIVACY-ENHANCED MESSAGE-----