-----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, QcFC3yrRdk/zh+cr1LkdI03xbKNcYBuACNyvsADpbun71NMJhVvjrUhVdCFQCWX0 J9FljwpMV18L01y5iLe/7A== 0000893750-97-000241.txt : 19970825 0000893750-97-000241.hdr.sgml : 19970825 ACCESSION NUMBER: 0000893750-97-000241 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970822 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENSIA SICOR INC CENTRAL INDEX KEY: 0000807873 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 330176647 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43145 FILM NUMBER: 97668034 BUSINESS ADDRESS: STREET 1: 9360 TOWNE CENTRE DR CITY: SAN DIEGO STATE: CA ZIP: 92121-3030 BUSINESS PHONE: 6195468300 MAIL ADDRESS: STREET 1: 9360 TOWNE CENTRE DR CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: GENSIA INC DATE OF NAME CHANGE: 19930701 FORMER COMPANY: FORMER CONFORMED NAME: GENSIA PHARMACEUTICAL INC DATE OF NAME CHANGE: 19930701 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RAKEPOLL FINANCE N V CENTRAL INDEX KEY: 0001035294 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: P8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 14 JB GORSTRAWEG CITY: CURACAO STATE: P8 MAIL ADDRESS: STREET 1: 14 JB GORSTRAWEG CITY: CURACAO STATE: P8 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* GENSIA SICOR INC. - ----------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value per share - ----------------------------------------------------------------------------- (Title of Class of Securities) 372450 10 6 (CUSIP Number) --------------------------- Carlo Salvi SICOR-Societa Italiana Corticosteroidi S.p.A. Via Terrazzano 77 20017 Rho, Milan Italy 011-39-2-930-3981 - ----------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: Alan Klein Simpson Thacher & Bartlett 99 Bishopsgate London EC2M 3YH, England 011-44-171-422-4000 July 8, 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 |_|. Check the following box if a fee is being paid with the statement |_|. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) 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 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). CUSIP No. 372450 10 6 13D 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON RAKEPOLL FINANCE N.V. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| JOINT FILING 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION NETHERLANDS ANTILLES 7 SOLE VOTING POWER NUMBER OF SHARES 29,500,000 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH REPORTING NONE PERSON WITH 9 SOLE DISPOSITIVE POWER 29,500,000 10 SHARED DISPOSITIVE POWER NONE 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 29,500,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 39.7% 14 TYPE OF REPORTING PERSON CO CUSIP No. 372450 10 6 13D 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON KARBONA INDUSTRIES LTD. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| JOINT FILING 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION BAHAMAS 7 SOLE VOTING POWER NUMBER OF SHARES 29,500,000 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH REPORTING NONE PERSON WITH 9 SOLE DISPOSITIVE POWER 29,500,000 10 SHARED DISPOSITIVE POWER NONE 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 29,500,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 39.7% 14 TYPE OF REPORTING PERSON HC CUSIP No. 372450 10 6 13D 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CARLO SALVI 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| JOINT FILING 3 SEC USE ONLY 4 SOURCE OF FUNDS OO, PF 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 7 SOLE VOTING POWER NUMBER OF SHARES 30,090,000 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH REPORTING NONE PERSON WITH 9 SOLE DISPOSITIVE POWER 30,090,000 10 SHARED DISPOSITIVE POWER NONE 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,090,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 40.5% 14 TYPE OF REPORTING PERSON IN STATEMENT PURSUANT TO RULE 13d-1 OF THE GENERAL RULES AND REGULATIONS UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Item 2 and Schedule I of the statement on Schedule 13D filed jointly on March 10, 1997 (as amended from time to time, this "Schedule 13D") pursuant to Rule 13d-1 promulgated under Section 13(d) of the Securities Exchange Act of 1934 by Rakepoll Finance N.V., Karbona Industries Ltd. and Carlo Salvi are hereby amended by adding to such item and schedule the information set forth below. Unless stated otherwise, capitalized terms have the meanings previously set forth in this Schedule 13D. Item 2. Identity and Background. (a) - (c), (f) Pursuant to a meeting of the Board of Directors of Rakepoll Finance held July 8, 1997, such Board accepted the resignations of Messrs. Jerome van Zuylen and Reginald Schotborgh as Managing Directors of Rakepoll Finance and appointed in their stead Messrs. Antonius Knipping and Jeroen Eichhorn. The name, business address, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted and the citizenship of each of Messrs. Knipping and Eichhorn are set forth on Schedule I hereof and are incorporated herein by reference. In addition, as of August 1, 1997, the principal business and principal office address of Rakepoll Finance has been changed to: Rakepoll Finance N.V. Caracasbaaiweg 201 P.O. Box 6085 Curacao, Netherlands Antilles 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. RAKEPOLL FINANCE N.V. By: /s/ Carlo Salvi --------------------------- Name: Carlo Salvi Title: Chairman of the Board DATED: August 21, 1997 SCHEDULE I DIRECTORS OF RAKEPOLL FINANCE N.V. Set forth below is the name, business address, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted and citizenship of each of Messrs. Knipping and Eichhorn. Name, Citizenship and Present Principal Name, Principal Business Position with Rakepoll Occupation or and Address of Corporation Finance Employment or Organization in Which Such Employment is Conducted Antonius Knipping (Dutch), Managing Director Amicorp N.V. Managing Director Amicorp N.V. Caracasbaaiweg 199 P.O. Box 6050 Curacao, Netherlands Antilles Jeroen Eichhorn (Dutch), Managing Director/ Amicorp N.V. Managing Director Attorney-at-Law, Caracasbaaiweg 199 Amicorp N.V. P.O. Box 6050 Curacao, Netherlands Antilles -----END PRIVACY-ENHANCED MESSAGE-----