-----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, AVZniitwBwYuzWq/IYX1SRs30wVk6g1c8EeTEJ5CWSr3vFnDkaPjK5Jmtdu+apNx 1Bkw7oLe1veMgaNXtAcfAA== 0000950123-02-009425.txt : 20021004 0000950123-02-009425.hdr.sgml : 20021004 20021004144929 ACCESSION NUMBER: 0000950123-02-009425 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20021004 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: A L INDUSTRIER AS CENTRAL INDEX KEY: 0001034010 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: HARBITZALLEEN 3 STREET 2: SKOYAN OSLO NORWAY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALPHARMA INC CENTRAL INDEX KEY: 0000730469 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 222095212 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35893 FILM NUMBER: 02781924 BUSINESS ADDRESS: STREET 1: ONE EXECUTIVE DR STREET 2: P O BOX 1399 CITY: FORT LEE STATE: NJ ZIP: 07024 BUSINESS PHONE: 2019477774 FORMER COMPANY: FORMER CONFORMED NAME: A L LABORATORIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: A L PHARMA DATE OF NAME CHANGE: 19960513 SC 13D/A 1 y64370sc13dza.txt AMENDMENT NO. 9 TO SCHEDULE 13D OMB APPROVAL OMB Number 3235-0145 Expires: October 31, 2002 Estimated average burden hours per response...14.9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 9) ALPHARMA INC. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $.20 PER SHARE (Title of Class of Securities) 001629 10 4 (CUSIP Number) EINAR W. SISSENER C/O ALPHARMA INC. ONE EXECUTIVE DRIVE FORT LEE, NEW JERSEY 07024 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) SEPTEMBER 30, 2002 (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 that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. 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). Page 1 of 6 Pages - ---------------------- ---------------- CUSIP No. 001629 10 4 13D Page 2 of 6 Pages - ---------------------- ---------------- 1 NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) A. L. Industrier ASA 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00, BK 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Norway 7 SOLE VOTING POWER NUMBER OF 11,872,897 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -0- EACH 9 SOLE DISPOSITIVE POWER REPORTING 11,872,897 PERSON WITH 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,872,897 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.16% 14 TYPE OF REPORTING PERSON* CO * SEE INSTRUCTIONS. AMENDMENT NO. 9 TO STATEMENT ON SCHEDULE 13D Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned ("Industrier") hereby files this Amendment No. 9 to its Schedule 13D Statement dated February 19, 1997 (as amended from time to time, the "Schedule 13D") relating to the Class A Common Stock, par value $.20 per share (the "Common Stock") of Alpharma Inc. (the "Issuer") to amend the items and schedules set forth herein and to file an exhibit. No amendment is made to the items or schedules not set forth below. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Schedule 13D. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. As disclosed in the Schedule 13D and previous amendments thereto, Industrier has used funds borrowed from Den norske Bank ASA (the "Bank") to purchase securities of the Issuer. Pursuant to the loan agreement dated August 13, 2001 by and between the Bank and AL Chemy AS ("AL Chemy"), filed as Exhibit 1 to Amendment No. 6 to the Schedule 13D (the "AL Chemy Loan Agreement"), the Bank provided AL Chemy with a loan of $100,000,000, of which approximately $22,000,000 remains outstanding. On August 12, 2002, the Bank provided a letter to Industrier and AL Chemy, filed as Exhibit 1 to Amendment No. 7 to the Schedule 13D, in which, among other things, the Bank agreed to extend the term of the AL Chemy Loan Agreement until September 15, 2002 and to modify the default provisions to require the maintenance of certain collateral value (which includes a computation based, in part, on the market value of the Common Stock). The remaining default provisions are as set forth in Section 13.1 of the AL Chemy Loan Agreement filed as Exhibit 1 to Amendment No. 6 to the Schedule 13D, the provisions of which are incorporated herein by reference. The terms of this letter were extended until October 1, 2002 pursuant to a letter provided to Industrier and AL Chemy, filed as Exhibit 1 to Amendment No. 8 to the Schedule 13D, by the Bank. On September 30, 2002, the Bank provided a letter to Industrier and AL Chemy, filed as Exhibit 1 to this Amendment No. 9 to the Schedule 13D and incorporated herein by reference, in which the Bank agreed to further extend the term of the AL Chemy Loan Agreement until November 1, 2002 and to extend the modifications of the default provisions described in the above paragraph. In the aforementioned letter, the Bank also acknowledged that the parties are negotiating a further extension to the AL Chemy Loan Agreement which would include certain modifications of its terms. The information set forth in Items 4 and 5 of this Schedule 13D is hereby incorporated herein by reference. ITEM 4. PURPOSE OF TRANSACTION. The purpose of the transaction described in Item 3 above was to extend and modify the AL Chemy Loan Agreement. Subject to such actions as may be taken pursuant to the Issuer's Board of Directors in the normal course of carrying out its responsibilities (including pursuing a corporate strategy which includes seeking the acquisition of other businesses), Industrier has no plan or proposal that relates to or would result in: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; Page 3 of 6 Pages (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present board of directors (except as may occur at the next annual meeting of the Issuer) or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure; (g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) Any action similar to any of those enumerated above. Nothing herein is intended to limit Industrier's right and ability to suggest to the Issuer a plan or proposal for any such action in the future and to exercise its voting rights in its discretion as holder of the Class B Stock of the Issuer to elect a majority of the Issuer's directors. The information set forth in Item 3 of this Schedule 13D is hereby incorporated herein by reference. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Industrier beneficially owns 11,872,897 shares of Common Stock which it may acquire upon conversion, on a share for share basis, of the Class B Stock which it beneficially owns. Such beneficial ownership constitutes approximately 23.16% of the outstanding Common Stock (assuming conversion of the Class B Stock and the issuance of no shares of Common Stock pursuant to any outstanding options or convertible securities of the Issuer). Pursuant to the AL Chemy Loan Agreement the Bank has a security interest in all of Industrier's shares in AL Chemy and Wangs Fabrik. Industrier is the beneficial owner of all of the shares of AL Chemy and Wangs Fabrik. AL Chemy and Wangs Fabrik are the record holders of 10,599,459 shares of the Class B Stock beneficially owned by Industrier. Therefore, in certain cases upon the occurrence of an event of default under the AL Chemy Loan Agreement, the Bank could become the beneficial owner 10,599,459 shares of Class B Stock beneficially owned by Industrier. On September 30, 2002, the Bank provided a letter to Industrier and AL Chemy, filed as Exhibit 1 to this Amendment No. 9 to the Schedule 13D and incorporated herein by reference, in which, among other things, the Bank agreed to extend the term of the AL Chemy Loan Agreement until November 1, 2002 and to modify the default provisions to require the maintenance of certain collateral value (which includes a computation based, in part, on the market value of the Common Stock). The remaining default provisions are as set forth in Section 13.1 of the AL Chemy Loan Agreement filed as Exhibit 1 to Page 4 of 6 Pages Amendment No. 6 to the Schedule 13D, the provisions of which are incorporated herein by reference. (b) 8,226,562 of the shares of Common Stock beneficially owned by Industrier are held of record by Wangs Fabrik and 2,372,897 shares of Common Stock beneficially owned by Industrier are held of record by AL Chemy. However, Industrier possesses the sole power to direct voting and disposition of such shares. Sissener beneficially owns 373,667 shares of Common Stock and he possesses sole power to direct voting and disposition of the shares of Common Stock beneficially owned by him. (c) Except for the transactions described herein, there have been no other transactions in the securities of the Issuer effected by Industrier in the last 60 days. (d) No person other than Industrier or its wholly-owned subsidiaries has any right to receive or direct the receipt of dividends from, or the proceeds from any sale of, the shares of Class B Stock beneficially owned by Industrier or the Common Stock issuable upon conversion thereof. (e) Inapplicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Industrier is not a party or otherwise subject to any contract, arrangement, understanding or relationship with any person relating to any securities of the Issuer, except: (i) A Loan Agreement dated August 13, 2001 by and between AL Chemy and the Bank filed as Exhibit 1 to Amendment No. 6 to the Schedule 13D, the provisions of which are incorporated herein by reference; (ii) A Letter Agreement dated August 13, 2001 by and among Industrier, Wangs Fabrik and the Bank filed as Exhibit 2 to Amendment No. 6 to the Schedule 13D, the provisions of which are incorporated herein by reference; and (iii) A letter dated September 30, 2002 to Industrier and AL Chemy from the Bank filed as Exhibit 1 to this Amendment No. 9 to the Schedule 13D, the provisions of which are incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 - Letter dated September 30, 2002 to Industrier and AL Chemy from the Bank. Page 5 of 6 Pages SIGNATURES After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct. Date: October 4, 2002 A. L. INDUSTRIER ASA By: /s/ Einar W. Sissener ------------------------- Name: Einar W. Sissener Its: Chairman Page 6 of 6 Pages EX-99.1 3 y64370exv99w1.txt LETTER AL Industrier AS/AL Chemy AS Harbitzalleen 3 0212 Oslo Norway OUR REF. YOUR REF. DAT 0200930/LE Oslo, September 30 2002 Dear Sirs This letter refers to the Loan Agreement between Den Norske Bank (the "Bank") and A.L. Chemy AS dated August 13, 2001 (the "Loan Agreement"). The Loan Agreement (Section 13.1 (viii)) includes, as an event of default, an Alpharma Inc. Class A stock price of less than $10 per share. The Loan Agreement has been extended until November 1, 2002 and we are in the process of negotiating a further extension, which will include certain modifications in the terms of the Loan Agreement. This is to confirm that, as a part of this renegotiation and extension of the Loan Agreement, the Bank is willing to modify the default provision contained in Section 13.1 (viii) so that there will be no default unless and until the sum of (a) the Alpharma Class A stock price multiplied by the number of shares of Alpharma Class B stock held by A.L. Chemy AS, A.L Industrier AS and A/S Wangs Fabrik plus (b) a sum equal to the last 12 months operating income of Nopal AS * 10 (all as computed from time to time) equals less than 3 times the principal amount then outstanding under the Loan Agreement. Furthermore, we would anticipate that the amended Loan Agreement will provide a 45 day period for the borrower to cure any default under this revised provision; so long as the sum of (a) and (b) above does not go below 2.5 times the principal amount of the loan during said 45 day period. Please be advised that, until the earlier of (a) the execution of an amendment to the Loan Agreement or (b) November 1, 2002, the Bank will not consider calling a default under Section 13.1 (viii) of the Loan Agreement unless there would be a default under the terms set forth in the preceding paragraph and, in such event, would allow a cure period to the extent described in the previous paragraph. Yours faithfully on behalf of Den norske Bank ASA /s/ Terje Turnes Terje Turnes Senior Vice President -----END PRIVACY-ENHANCED MESSAGE-----