SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
AMENDMENT NO. 6
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
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 Persons
Authorized to Receive Notices and Communications)
OCTOBER 5, 2001
(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(e), 13d-1(f) or 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 Rule 13d-7(b) 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 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act.
CUSIP No. 001629 10 4 13D
1 NAME OF REPORTING PERSON
A. L. Industrier AS
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 11,872,897
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 11,872,897
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,872,897 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.80%
14 TYPE OF REPORTING PERSON*
CO
Amendment No. 6 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 hereby files this Amendment No. 6 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 certain exhibits. No amendment is made to the items or
schedules not set forth below.
ITEM 2. IDENTITY AND BACKGROUND.
(a) The Schedule 13D is the statement of A. L. Industrier AS
("Industrier") with respect to shares of Common Stock of the Issuer which are
issuable upon conversion on a share for share basis of shares of Class B Common
Stock, par value $.20 per share (the "Class B Stock") of the issuer. Until its
name change in 1994, Industrier's corporate name was Apothekernes Laboratorium
A.S.
Certain information required by Item 2 concerning directors and executive
officers of Industrier is set forth on Schedule A attached to Amendment No. 5 to
the Schedule 13D, which Schedule A is incorporated herein by reference.
Mr. Einar W. Sissener ("Sissener") is Chairman of the Board of Industrier
and, together with a family controlled private holding company and certain
relatives, beneficially owns approximately 51% of Industrier's outstanding
shares entitled to vote and, accordingly, may be deemed a controlling person of
Industrier.
(b) The address of the principal business office of Industrier and
Sissener is Harbitzalleen 3, 0275 Oslo, Norway.
(c) Industrier is a holding company which owns, in addition to its
interest in Issuer's shares, controlling and non-controlling interests in
corporations engaged, primarily in Norway and other European countries, in the
food industry, the medical diagnostic industry and other industries and owns
certain real estate interests in Norway.
(d) During the past five years, neither Industrier, nor to the knowledge
of Industrier any of the executive officers or directors of Industrier, has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the past five years, neither Industrier, nor to the knowledge
of Industrier any of the executive officers or directors of Industrier, has been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Industrier is a corporation organized and existing under the laws of
Norway and, to its knowledge, each of its executive officers and directors is a
citizen of Norway.
Page 3 of 6 Pages
'] ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to the letter agreement dated July 11, 2001 by and between
Industrier and the Issuer (the "Note Exchange Agreement"), on October 5, 2001
Industrier delivered $67,850,000 of the 5 3/4% convertible (Class B)
subordinated notes of the Issuer (the "B Notes") to the Issuer in exchange for
2,372,897 shares of Class B Stock (i.e., the same number of shares as if the B
Notes were converted at $28.59375 per share), which shares were issued to
Industrier's wholly owned subsidiary, AL Chemy AS ("AL Chemy"), upon
Industrier's assignment of its right to receive such shares, and $43,348.61 in
cash (representing the amount of interest accrued through the date of the
exchange).
ITEM 4. PURPOSE OF TRANSACTION.
The purposes of the transaction described in Item 3 above were to the
increase Industrier's equity investment in the Issuer and to increase the
Issuer's equity base in connection with debt financing for the proposed purchase
of the oral pharmaceutical business of F.H. Faulding & Co Limited by one of the
Issuer's subsidiaries.
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 present plan or proposal which relates to or
would result in the acquisition or disposition by any person of securities of
the Issuer, any extraordinary corporate transactions and/or material sale of the
assets of the Issuer, any change in the Board of Directors (except as may occur
at the next annual meeting of the Issuer), any material change in the Issuer's
capitalization (except such as has occurred as a result of the exchange of the B
Notes for Class B Stock described in Item 3 above), dividend policy, business or
corporate structure, any change in the Issuer's certificate of incorporation or
bylaws or other instruments which may impede an acquisition of control of the
Issuer, causing any class of the Issuer's securities to be delisted or become
eligible for termination of registration under Section 12(g)(4) of the
Securities Exchange Act of 1934 or any similar action.
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.
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
27.80% 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).
On August 13, 2001, the Loan Agreement dated December 29, 1998 by and
between Wangs Fabrik AS ("Wangs") and Den norske Bank (the "Bank"), and the
Amendment and Novation thereto dated December 28, 2000 by Wangs, Al Chemy and
the Bank were terminated. On the same date, Industrier and Wangs entered into a
letter agreement with the Bank and Al Chemy entered into a loan agreement with
the Bank in which Industrier, Wangs and Al Chemy each, respectively, agreed not
to pledge or sell any shares of Class B Stock to any third party.
(b) 8,226,562 of the shares of Common Stock beneficially owned by
Industrier are held of record by Wangs and 2,372,897 shares of Common Stock
beneficially owned by Industrier are held of record by AL Chemy. However,
Industrier possesses sole power to direct voting and disposition of such shares.
Sissener beneficially owns 508,668 shares of Common Stock and he possesses sole
power to direct voting and disposition of the shares of Common Stock
beneficially owned by him.
Page 4 of 6 Pages
(c) Except as described in Item 3 above, Industrier has effected no
transactions in the Issuer's Common Stock during the past sixty days.
(d) No person other than Industrier 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 therefore.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OF 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; and
(ii) A letter Agreement dated August 13, 2001 by and among Industrier,
Wangs and the Bank filed as Exhibit 2 to Amendment No. 6 to the Schedule 13D,
the provisions of which are incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 -- Loan Agreement dated August 13, 2001 by and between Al Chemy and
the Bank.
Exhibit 2 -- Letter Agreement dated August 13, 2001 by and among Industier,
Wangs and 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 9, 2001
A. L. INDUSTRIER AS
By: /s/ Glen E. Hess
------------------------------------
Name: Glen E. Hess
Its: Attorney-in-fact
As authorized attorney-in-fact
Page 6 of 6 Pages