-----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, R0H/sI+bbxxtIb9kN7ywercpzWN6ryhiJ9dYg1PrhEq3a+/V5h/uHMOowGVhHXKy e3RK3VczJ9WvK9C3zK7ZCg== 0000947871-96-000104.txt : 19961007 0000947871-96-000104.hdr.sgml : 19961007 ACCESSION NUMBER: 0000947871-96-000104 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961004 SROS: AMEX GROUP MEMBERS: BASF AKTIENGESELLSCHAFT GROUP MEMBERS: BASFIN CORP /FA/ SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IVAX CORP /DE CENTRAL INDEX KEY: 0000772197 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 161003559 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-37214 FILM NUMBER: 96639404 BUSINESS ADDRESS: STREET 1: 8800 NW 36TH ST CITY: MIAMI STATE: FL ZIP: 33178 BUSINESS PHONE: 3055902200 FORMER COMPANY: FORMER CONFORMED NAME: IVAX CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: IVACO INDUSTRIES INC DATE OF NAME CHANGE: 19871213 FORMER COMPANY: FORMER CONFORMED NAME: INLAND VACUUM INDUSTRIES INC DATE OF NAME CHANGE: 19870611 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BASFIN CORP /FA/ CENTRAL INDEX KEY: 0001024147 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 3000 CONTINENTAL DRIVE NORTH CITY: MOUNT OLIVE STATE: NJ ZIP: 07828-1234 BUSINESS PHONE: 2014263230 MAIL ADDRESS: STREET 1: 3000 CONTINENTAL DRIVE NORTH CITY: MOUNT OLIVE STATE: NJ ZIP: 07828-1234 SC 13D 1 13D FOR BASF AG UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 IVAX Corporation ----------------------------------------------------- (Name of issuer) Common Stock ----------------------------------------------------- (Title of class of securities) 465823102 -------------- (CUSIP Number) Thomas Y. Allman BASFIN Corporation 3000 Continental Drive-North Mount Olive, New Jersey 07828-1234 Tel. No.: (201) 426-3230 ----------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) September 24, 1996 ----------------------------------------------------- (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 statement because of Rule 13d-1(b)(3) or (4), check the following |_|. Check the following box if a fee is being paid with the statement |X|. (Page 1 of 16 Pages) SCHEDULE 13D ====================== ========================== CUSIP No. 465823102 Page 2 of 16 Pages ====================== ========================== - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON BASFIN Corporation S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 22-2026719 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (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 State of Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY ------------------------------------------------------------ OWNED BY 8 SHARED VOTING POWER 6,284,700 EACH ------------------------------------------------------------ REPORTING 9 SOLE DISPOSITIVE POWER PERSON ------------------------------------------------------------ WITH 10 SHARED DISPOSITIVE POWER 6,284,700 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,284,700 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.17% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- (Page 2 of 16 Pages) SCHEDULE 13D ====================== ========================== CUSIP No. 465823102 Page 3 of 16 Pages ====================== ========================== - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON BASF Aktiengesellschaft S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Germany - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY ------------------------------------------------------------ OWNED BY 8 SHARED VOTING POWER 6,284,700 EACH ------------------------------------------------------------ REPORTING 9 SOLE DISPOSITIVE POWER PERSON ------------------------------------------------------------ WITH 10 SHARED DISPOSITIVE POWER 6,284,700 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,284,700 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.17% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- (Page 3 of 16 Pages) Item 1. Security and Issuer. This statement on Schedule 13D relates to the common stock, par value $.10 per share (the "Common Stock"), of IVAX Corporation (the "Issuer"). The Issuer is a Florida corporation with its principal executive offices located at 4400 Biscayne Boulevard, Miami, Florida 33137. Item 2. Identity and Background. (a) The names of the persons filing this statement are BASFIN Corporation, a Delaware corporation ("BASFIN"), and BASF Aktiengesellschaft, a corporation organized under the laws of Germany ("BASF AG" and, together with BASFIN, "BASF"). (b) The addresses of the principal business and principal office of BASF AG and BASFIN are 67056 Ludwigshafen, Germany and 3000 Continental Drive-North, Mount Olive, New Jersey 07828-1234, respectively. (c) BASF AG is a multinational chemical company whose operations extend from oil and gas to high-tech chemical products. Set forth in Schedule A is the name, citizenship, business or residence address and present principal occupation or employment, as well as the name and address of any corporation or other organization in which such occupation or employment is conducted, of each of the members of the Supervisory Board and the Board of Management and each of the executive officers of BASF AG, as of the date hereof. BASFIN is a wholly-owned subsidiary of BASF AG. BASFIN, through wholly-owned subsidiaries, produces and markets chemicals and pharmaceuticals mainly in the United States and Canada. Set forth in Schedule B is the name, citizenship, business or residence address and present principal occupation or employment, as well as the name and address of any corporation or other organization in which such occupation or employment is conducted, of each of the directors and executive officers of BASFIN, as of the date hereof. (d) During the last five years, neither BASF, nor, to the knowledge of BASF, any person named in either Schedule A or Schedule B, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, United States federal or state securities laws or finding any violation with respect to such laws. (e) During the last five years, neither BASF, nor, to the knowledge of BASF, any person named in either Schedule A or Schedule B, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or (Page 4 of 16 Pages) prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. An aggregate of $158,279,113.27 has been paid for the 6,284,700 shares of Common Stock owned by BASFIN. All such funds were provided from working capital or other internally generated funds of BASF AG or its wholly-owned subsidiaries. Item 4. Purpose of Transaction. BASF first acquired shares of Common Stock in connection with the formation in March 1995 of Knoll Norton GmbH ("Knoll"), a joint venture between a subsidiary of the Issuer and Knoll AG, a wholly-owned subsidiary of BASF AG. BASF has recently acquired additional shares of Common Stock because it believes that such shares represent an attractive investment at the acquisition prices therefor. BASF intends to continue to monitor the market price of the Common Stock and other relevant factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions and the securities markets in general, and BASF will acquire additional shares of Common Stock in the open market or privately negotiated transactions if it believes that shares of Common Stock represent an attractive investment. Based upon its review of such factors, BASF may also take other such actions as BASF may deem appropriate in light of the circumstances existing from time to time. Thus, depending on market and other factors, BASF may determine to dispose of some or all of the Common Stock currently owned by BASF or subsequently acquired by BASF either in the open market or in privately negotiated transactions. BASF does not currently have, and does not currently intend to seek, representation on the Issuer's board of directors. However, Ernst Biekert, Ph.D., former Chairman of the Board and Chief Executive Officer of Knoll AG, is a director of the Issuer. Except as set forth above, BASF has not formulated any plans or proposals which relate 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 involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (d) any change in the present board of directors or management of the Issuer, (e) any material change in the Issuer's capitalization or dividend policy, (f) any other material change in the Issuer's business or corporate structure, (g) any change in the Issuer's charter or bylaws or instrument corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person, (h) a class of the Issuer's securities being deregistered or delisted, (i) a class of (Page 5 of 16 Pages) equity securities of the Issuer becoming eligible for termination of registration or (j) any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. (a)-(b) During the past 60 days, BASFIN has acquired an aggregate of 484,700 shares of Common Stock, in open market transactions. The number of shares and the price of each such acquisition is set forth on Schedule C. As a result of such purchases, BASFIN owns 6,284,700 shares of Common Stock. Based upon information contained in the most recently available filing by the Issuer with the Securities and Exchange Commission, such shares constitute approximately 5.17% of the issued and outstanding shares of Common Stock. As a result of BASF AG's ownership of all of BASFIN's outstanding capital stock, BASF AG and BASFIN have shared power to vote and dispose of all the shares of Common Stock so owned. To the knowledge of BASF, no shares of Common Stock are beneficially owned by any of the persons named in either Schedule A or Schedule B. (c) Neither BASF, nor, to the knowledge of BASF, any person named in either Schedule A or Schedule B, has effected any transaction in the Common Stock during the past 60 days. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Not applicable. Item 7. Material to Be Filed as Exhibits. Exhibit Description - ------- ----------- 1. Joint Filing Agreement between BASFIN Corporation and BASF Aktiengesellschaft. (Page 6 of 16 Pages) Signature --------- After reasonable 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: October 4, 1996 BASFIN CORPORATION By /s/ Thomas Y. Allman ------------------------- Name: Thomas Y. Allman Title: Secretary (Page 7 of 16 Pages) Signature --------- After reasonable 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: October 4, 1996 BASF AKTIENGESELLSCHAFT By /s/ J. Scholz --------------------------------- Name: J. Scholz By /s/ Dr. E. Mueller --------------------------------- Name: Dr. E. Mueller (Page 8 of 16 Pages) Schedule A ---------- DIRECTORS AND EXECUTIVE OFFICERS OF BASF AG The name, business address and title with BASF AG, and present principal occupation or employment, of each of the members of the Supervisory Board and Board of Executive Directors and each of the executive officers of BASF AG are set forth below. Except as indicated, each person's business address is BASF Aktiengesellschaft, 67056 Ludwigshafen, Germany. Except as indicated, each person listed below is a citizen of Germany. Supervisory Board
Present Principal Occupation Including Name and Title Name of Employer -------------- ---------------- Dr. rer. nat. Hans Albers, Chairman Chairman of the Supervisory Board of BASF AG Wolfgang Daniel Member of the Works Council of the Ludwigshafen Works of BASF AG Volker Obenauer, Deputy Chairman Chairman of the Works Council of the Ludwigshafen Works of BASF AG Dr. phil. Marcus Bierich Chairman of the Supervisory Board of Robert Bosch GmbH (Business Address: Robert Bosch GmbH, Postfach 10 60 50, 70049 Stuttgart, Germany) M. Etienne Graf Davignon President of Societe Generale de Belgique (Belgian citizen) (Business Address: Societe Generale de Belgique, 30 Rue Royale, B-1000 Brussels, Belgium) Professor Dr. rer. nat. Manfred Director, Max Planck Institute for Biophysical Eigen Chemistry in Gottingen (Business Address: Max Planck Institute for Biophysical Chemistry, Postfach 28 41, 37018 Gottingen-Nikolausberg, Germany)
(Page 9 of 16 Pages) Supervisory Board Lothar Hick Member of the Works Council of the Ludwigshafen Works of BASF AG Dr. rer. nat. Wolfgang Jentzsch Employee of BASF AG Ulrich Kuppers General Manager of the Ludwigshafen branch of Chemical, Paper and Ceramics Industries Union (Business Address: IG Chemie-Papier-Keramik, Rheincenter, Rathausplatz 10-12, 67059 Ludwigshafen, Germany) Professor Dr. rer. nat. Hans Joachim Chairman of the Board of Executive Directors of Langmann Merck KGaA (Business Address: Merck KGaA, Postfach 10 01 31, 64201 Darmstadt, Germany) Dr. rer. nat. Karlheinz Messmer Plant Manager at the Ludwigshafen Works of BASF AG Ellen Schneider Chairwoman of the Joint Works Council of Elastogran GmbH (Business Address: Elastogran GmbH, Postfach 11 40, 49440 Lemforde, Germany) Dr. jur. Henning Schulte-Noelle Chairman of the Board of Executive Directors of Allianz Aktiengesellschaft (Business Address: Allianz Aktiengesellschaft, Postfach, 80796 Munich, Germany) Gerhard Sebastian Member of the Works Council of the Ludwigshafen Works of BASF AG
(Page 10 of 16 Pages) Supervisory Board Gerhard Sollner Chairman of the Works Council of the Hattorf Works of Kali und Salz GmbH (Business Address: Kali und Salz GmbH, Werk Hattorf, 36269 Philippsthal, Germany) Robert Studer President of the Administrative Council of (Swiss citizen) Schweizerische Bankgesellschaft (Union Bank of Switzerland) (Business Address: Schweizerische Bankgesellschaft, Bahnhofstrasse 45, CH-8021, Zurich, Switzerland) Klaus Sudhofer Deputy Chairman of Mining and Energy Industries Union (Business Address: IG Bergbau und Energie, Alte Hattinger Strasse 19, 44789 Bochum, Germany) Jurgen Walter Member of the Central Board of Executive Directors of Chemical, Paper and Ceramics Industries Union (Business Address: IG Chemie-Papier-Keramik, Konigworther Platz 6, 30167 Hannover, Germany) Dr. rer. pol. Ulrich Weiss Member of the Board of Executive Directors of Deutsche Bank AG (Business Address: Deutsche Bank AG, 60262 Frankfurt, Germany) Helmut Werner Chairman of the Executive Board of Mercedes Benz AG (Business Address: Mercedes Benz AG, 70322 Stuttgart, Germany)
(Page 11 of 16 Pages) Board of Executive Directors
Present Principal Occupation Including Name Name of Employer ---- ---------------- Dr. Juergen F. Strube Chairman of the Board of Executive Directors of BASF AG, President and Chief Executive Officer of BASF AG Gerhard R. Wolf Employee of BASF AG Max-Dietrich Kley Employee of BASF AG Dr. Volker Trautz Employee of BASF AG Prof. Dr. Dietmar Werner Employee of BASF AG Dr. Hanns-Helge Stechl Deputy Chairman of the Board of Executive Directors of BASF AG Dr. Albrecht Eckell Employee of BASF AG Prof. Dr. Hans-Juergen Quadbeck-Seeger Employee of BASF AG Dr. J. Dieter Stein Employee of BASF Corporation; Director of BASF AG (Business Address: BASF Corporation, 3000 Continental Drive-North, Mount Olive, New Jersey 07828-1234)
(Page 12 of 16 Pages) Schedule B ---------- DIRECTORS AND EXECUTIVE OFFICERS OF BASFIN The name, business address and title with BASFIN, and present principal occupation or employment, of each of the directors and executive officers of BASFIN are set forth below. Except as indicated, each person's business address is BASFIN Corporation, 3000 Continental Drive-North, Mount Olive, New Jersey 07828-1234. Except as indicated, each person listed below is a citizen of Germany.
Present Principal Occupation Including Name and Title Name of Employer -------------- ---------------- Dr. Juergen F. Strube, Director Chairman of the Board of Executive Directors of BASF AG; President and Chief Executive Officer of BASF AG (Business Address: BASF Aktiengesellschaft, 67056 Ludwigshafen, Germany) Max-Dietrich Kley, Director Employee of BASF AG (Business Address: BASF Aktiengesellschaft, 67056 Ludwigshafen, Germany) Dr. Hanns-Helge Stechl, Director Deputy Chairman of the Board of Executive Directors of BASF AG (Business Address: BASF Aktiengesellschaft, 67056 Ludwigshafen, Germany) Dr. J. Dieter Stein, President, President and Chief Executive Officer of BASF Chairman of the Board and Director Corporation (Business Address: BASF Corporation, 3000 Continental Drive-North, Mount Olive, New Jersey 07828-1234) Gerhard R. Wolf, Director Employee of BASF AG (Business Address: BASF Aktiengesellschaft, 67056 Ludwigshafen, Germany) Klaus H. Messinger, Chief Financial Officer of BASFIN; Vice President-Finance Vice President-Finance of BASF Corporation
(Page 13 of 16 Pages) Schedule C ---------- Number of Shares Date Purchased Price ---- --------- ----- 9/20/96 157,800 $2,425,417.56 9/23/96 34,000 519,948.40 9/24/96 108,000 1,658,242.80 9/25/96 64,900 1,006,923.50 10/01/96 120,000 1,750,752.00 (Page 14 of 16 Pages) EXHIBIT INDEX Exhibit Description Page ------- ----------- ---- 1. Joint Filing Agreement between BASFIN 16 Corporation and BASF Aktiengesellschaft. (Page 15 of 16 Pages) Exhibit 1 JOINT FILING AGREEMENT ---------------------- In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, the persons named below agree to the joint filing by BASFIN on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the common stock of IVAX Corporation, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. Dated: October 4, 1996 BASFIN CORPORATION By /s/ Thomas Y. Allman Name: Thomas Y. Allman Title: Secretary BASF AKTIENGESELLSCHAFT By /s/ J. Scholz Name: J. Scholz By /s/ Dr. E. Mueller Name: Dr. E. Mueller (Page 16 of 16 Pages) -----END PRIVACY-ENHANCED MESSAGE-----