-----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, TK/H+Yxf/5TIjZ8clSQXw4Gmu1VZIQgtVvgVQoqrUBisB9EnLrcSe09opovIOK8T PHKgPWR4bbbMOAxazvZZyA== 0000950157-97-000175.txt : 19970307 0000950157-97-000175.hdr.sgml : 19970307 ACCESSION NUMBER: 0000950157-97-000175 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970306 SROS: NYSE SROS: PSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHIRON CORP CENTRAL INDEX KEY: 0000706539 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 942754624 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35798 FILM NUMBER: 97551835 BUSINESS ADDRESS: STREET 1: 4560 HORTON ST CITY: EMERYVILLE STATE: CA ZIP: 94608 BUSINESS PHONE: 5106558730 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NOVARTIS CORP CENTRAL INDEX KEY: 0001031007 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 520 WHITE PLAINS RD CITY: TARRYTOWN STATE: NY ZIP: 10591 MAIL ADDRESS: STREET 1: 520 WHITE PLAINS RD CITY: TARRYTOWN STATE: NY ZIP: 10591 SC 13D/A 1 SCHEDULE 13D/A (AMENDMENT NO. 1) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9)* Chiron Corporation - ---------------------------------------------------------------------------- (Name of Issuer) Common Stock, Par Value $0.01 Per Share - ---------------------------------------------------------------------------- (Title of Class of Securities) 170040109 ----------------------------------------------------- (CUSIP Number) Dr. Herbert Gut Philip A. Gelston, Esq. Novartis AG Cravath, Swaine & Moore Schwarzwaldallee 215 Worldwide Plaza CH-4058, Basel 825 Eighth Avenue Switzerland New York, New York 10019 41-61-696-1111 (212) 474-1000 - ---------------------------------------------------------------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) February 25, 1997 ---------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ] Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following page(s)) Page 1 of 15 SCHEDULE 13D CUSIP No. 170040109 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Novartis Biotech Partnership, Inc. I.R.S. No. 06-1415318 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(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 85,352,824* REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- 10 SHARED DISPOSITIVE POWER 85,352,824* 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 85,352,824* 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] PERCENT OF CLASS REPRESENTED 13 BY AMOUNT IN ROW (11) 46.9%* 14 TYPE OF REPORTING PERSON* CO - -------------- *Assuming the exercise of an option to purchase such number of shares of Common Stock as will result in the ownership of 49.9% of the outstanding Common Stock, and subtracting shares of Common Stock beneficially owned by Novartis Corp, Novartis Pharma or Novartis that are not so owned by Novartis Biotech. Page 2 of 15 SCHEDULE 13D CUSIP No. 170040109 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Novartis Corporation I.R.S. No. 13-1834433 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(d) OR 2(e) [X] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SOLE VOTING POWER SHARES 7 -0- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 85,360,280 * REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- 10 SHARED DISPOSITIVE POWER 85,360,280* 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 85,360,280* 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] PERCENT OF CLASS REPRESENTED 13 BY AMOUNT IN ROW (11) 46.9%* 14 TYPE OF REPORTING PERSON* CO - ------------------ *Assuming the exercise of an option to purchase such number of shares of Common Stock as will result in the ownership of 49.9% of the outstanding Common Stock, and subtracting shares of Common Stock beneficially owned by Novartis Pharma or Novartis but not by Novartis Corp. Page 3 of 15 SCHEDULE 13D CUSIP No. 170040109 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Novartis Pharma AG 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Switzerland NUMBER OF SOLE VOTING POWER SHARES 7 -0- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 5,121,460 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- 10 SHARED DISPOSITIVE POWER 5,121,460 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,121,460 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] PERCENT OF CLASS REPRESENTED 13 BY AMOUNT IN ROW (11) 3% 14 TYPE OF REPORTING PERSON CO Page 4 of 15 SCHEDULE 13D CUSIP No. 170040109 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Novartis AG 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [X] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Switzerland NUMBER OF SOLE VOTING POWER SHARES 7 348,028 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 90,481,740 * REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 348,028 10 SHARED DISPOSITIVE POWER 90,481,740* 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 90,829,768* 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] PERCENT OF CLASS REPRESENTED 13 BY AMOUNT IN ROW (11) 49.9%* 14 TYPE OF REPORTING PERSON CO - ------------- *Assuming the exercise of an option to purchase such number of shares of Common Stock as will result in the ownership of 49.9% of the outstanding Common Stock. Page 5 of 15 This amendment to a statement on Schedule 13D relates to Common Stock, par value $0.01 per share (the "Common Stock"), of Chiron Corporation, a Delaware corporation (the "Company"). Novartis AG (which under Swiss law may be referred to as AG, SA or Inc.), the successor by consolidation to Ciba-Geigy Limited ("Novartis"), Novartis Corporation, formerly Ciba-Geigy Corporation ("Novartis Corp"), Novartis Biotech Partnership, Inc., formerly Ciba Biotech Partnership, Inc. ("Biotech"), and Novartis Pharma AG (which under Swiss law may be referred to as AG, SA or Inc.) ("Novartis Pharma" and, together with Novartis, Novartis Corp and Biotech the "Reporting Persons") hereby amend, the 13D Statement. Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer. Item 6 is hereby amended by adding the following: Issuance of Settlement Puts On February 24, 1997, the United States District Court for the Northern District of California, San Jose Division, approved a settlement of the matter of Dr. Michael Perera, et al. v. Chiron Corporation, et al. Pursuant to the settlement, on February 25, 1997, Novartis Biotech (BVI) Limited, a subsidiary of Biotech, issued 6,000,000 "Eurpoean" style put options to a financial intermediary (the "Counterparty") and authorized the Counterparty to deposit the proceeds of the sale into an escrow account for the plaintiffs. Each put entitles the holder on the maturity date of the put to an amount equal to the excess, if any, of $30 over the per share price of the Common Stock. A copy of the form of put Confirmation is filed as Exhibit (c)(13) hereto. Page 6 of 15 Item 7. Material to be Filed as Exhibits. Item 7 is hereby amended by adding the following exhibit: (c)(13) Form of put Confirmation Page 7 of 15 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. Dated: March 6, 1997 NOVARTIS BIOTECH PARTNERSHIP, INC., by /s/ DOUGLAS G. WATSON ------------------------ Name: Douglas G. Watson Title: President NOVARTIS AG, by /s/ URS BARLOCHER ---------------------- Name: Urs Barlocher Title: General Counsel by /s/ CHRISTOPH MADER ----------------------- Name: Christoph Mader Title: Senior Corporate Counsel NOVARTIS CORPORATION, by /s/ DOUGLAS G. WATSON --------------------- Name: Douglas G. Watson Title: President Page 8 of 15 by /s/ URS BARLOCHER ----------------------------- Name: Urs Barlocher Title: Secretary of the Board by /s/ HERBERT GUT ----------------------- Name: Herbert Gut Title: General Counsel Page 9 of 15 EXHIBIT INDEX Exhibit Number Exhibit Name Page No. - ------ ------------ -------- (c)(13) Form of put Confirmation.................. Page 10 of 15 [Exhibit 13] Date: 25 February 1997 To: Novartis Biotech (BVI) Limited Attn: Jeff Benjamin Fax No.: (914) 785-2491 From: * Fax.: * Subject: Single Share Put Transaction (Reference Number: *) - --------------------------------------------------------------------------- Dear Sirs: The purpose of this letter agreement (this "Confirmation") is to set forth the terms and conditions of this Transaction entered into between * ("Party A") and Novartis Biotech (BVI) Limited ("Party B"), on the Trade Date referred to below. This telecopy constitutes a 'Confirmation' as referred to in the Master Agreement specified below. 1. The definitions and provisions contained in the 1996 ISDA Equity Derivatives Definitions (the "Definitions"), as published by the International Swaps and Derivatives Association, Inc., ("ISDA") are incorporated into this Confirmation. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will prevail for purposes of this Transaction. This Confirmation evidences a complete binding agreement between you and us as to the terms of the Transaction to which this Confirmation relates. In addition, you and we agree to use all reasonable efforts promptly to negotiate, execute and deliver an agreement in the form of the ISDA Master Agreement (Multicurrency-Cross Border) (the "ISDA Form"), which such modifications as you and we will in good faith agree. Upon the execution by you and us of such an agreement, this Confirmation will supplement, form a part of, and be subject to that agreement. All provisions contained in or incorporated by reference in that agreement upon its execution will govern this Confirmation except as expressly modified below. Until we execute and deliver that agreement, this Confirmation, together with all other documents referring to the ISDA Form (each a "Confirmation") confirming transactions (each a "Transaction") entered into between us (notwithstanding anything to the contrary in a Confirmation), shall supplement, form a part of, and be subject to an agreement in the form of the ISDA Form as if we had executed an agreement in such form (but without any Schedule) on the Trade Date of the first such Transaction between us. In the event of any inconsistency between the provisions of that agreement and this Confirmation, this Confirmation will prevail for the purpose of this Transaction. This Confirmation will be governed by and construed in accordance with the laws of England and Wales without reference to choice of law doctrine. Party A and Party B each represents to the other that it is entering into this Transaction in reliance upon such tax, accounting, regulatory, legal, and financial advice as it deems necessary and not upon any view expressed by the other. Party A and Party B acknowledge that each party has made (or refrained from making) substantial financial commitments and has taken (or refrained from taking) other material actions in reliance on the other party's entering into this Transaction. Legend: An asterisk (*) indicates material that has been omitted pursuant to a request for confidential treatment; such material has been filed separately with the Securities and Exchange Commission. Page 11 of 15 2. The terms of the Transaction to which this Confirmation relates are as follows: A. General Terms: Trade Date: 25 February 1997 Option Style: European Option Type: Put Seller: Party B Buyer: Party A Shares: Common Stock of Chiron Corporation (the "Issuer") (Symbol: CHIR). Exchange: Nasdaq National Market. Related Exchange: Chicago Board Options Exchange Number of Options: 6,000,000 Option Entitlement: 1 Share per Option Strike Price: USD 30.00 Premium: USD * (Premium per Option: USD *) Premium Payment Date: 25 February 1997 Expiration Time: 4:00 p.m. (local time in New York City) Expiration Date: * Calculation Agent: Party A. The Calculation Agent shall have no responsibility for good faith errors or omissions and all determinations and calculations made by the Calculation Agent shall be binding on the parties hereto absent manifest error. Valuation Date: The Exercise Date Averaging Date Market Modified Postponement Disruption: B. Procedure for Exercise: Automatic Exercise: Applicable C. Settlement Terms: Cash Settlement: Applicable Relevant Price: * Page 12 of 15 Averaging Dates: * Cash Settlement Payment Three Currency Business Days Date: after the Valuation Date. Market Disruption Event: The occurrence or existence on any Exchange Business Day of any suspension of or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant exchange or otherwise) on (i) the Exchange in the Shares or (ii) the Related Exchange in options contracts on the Shares if, in the determination of the Calculation Agent, such suspension or limitation is material. D. Adjustments: Potential Adjustment Event: In accordance with Section 9.1(e) of the Definitions save that (i) a potential Adjustment Event shall not include a Spinoff, to which "Additional Extraordinary Events" shall apply, and (ii) any cash dividend or distribution on the Shares shall constitute an "extraordinary dividend" for purposes of Section 9.1(e) of the Definitions. Method of Adjustments: Calculation Agent Adjustment. Extraordinary Events: Consequences of Merger Events: (a) Share-for Share: Alternative Obligation (b) Share-for-Other: Cancellation and Payment (c) Share-for-Combined: Cancellation and Payment Nationalization or Insolvency: Cancellation and Payment Additional Extraordinary Events: Delisting: The Exchange ceases to list or otherwise include the Shares, other than in connection with a Merger Event, and no successor exchange or quotation system is designated in accordance with the definition of "Exchange". If a Delisting occurs, then the Transaction will be canceled as of the date of Delisting and the Seller will pay to the Buyer an amount determined in a manner analogous to determination of the amount specified in Section 9.7 of the Definitions. For that purpose, the Delisting will be the Option Value Event, the first public announcement of a firm intention to delist will be the Announcement Date, and the value ascribed to the Page 13 of 15 relevant Shares will be determined as if the Exchange Business Day preceding the date of the Delisting were the sole Averaging Date hereunder. Spinoff: A distribution or dividend to existing holders of Shares of shares ("Spinoff Shares") in an enterprise or other securities of an enterprise formerly owned by the Issuer to holders of Shares. If a Spinoff occurs, then the Calculation Agent shall adjust the terms of this Transaction such that the Transaction shall be deemed to be a Basket Transaction, with the Basket composed of Shares equal to the Option Entitlement and a number of the Spinoff Shares to which a holder of the number of shares equal to the Option Entitlement would be entitled upon consummation of the Spinoff, and, if necessary, the Calculation Agent will adjust any relevant terms accordingly. 3. Party A Representation: Party A represents and warrants to Party B, which representation and warranty shall be deemed to survive the Trade Date, that any transactions in Shares that it makes to hedge its initial exposure under this Transaction will comply with all laws, rules and regulations, including U. S. securities laws, as may be applicable to such hedging transactions either generally or as a result of this Transaction. 4. Party B Representation: As of the Trade Date, Party B hereby represents and warrants to Party A that no person employed by Party B who has participated or is participating in the negotiation of this Transaction is in possession of non-public, material information with regard to the Issuer. 5. Credit Support Document: Party B agrees to provide the following described Credit Support Document: The full, unconditional and irrevocable Guarantee of Novartis AG, in a form and substance acceptable to Party A. 6. Credit Support Provider: Novartis AG 7. Account Details: Payments to Party A: * Party B: As instructed pursuant to letter dated February 24, 1997. 8. Documentation: Please contact: * Page 14 of 15 Yours faithfully, * By: --------------------------- Name: Title: AGREED AS OF THE DATE FIRST ABOVE WRITTEN: Novartis Biotech (BVI) Limited By: --------------------------- Name: Jeff Benjamin Title: Vice President and General Counsel Page 15 of 15 -----END PRIVACY-ENHANCED MESSAGE-----