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RORER ARBITRAGE: INVESTOR ALAN CLORE INCREASES POSITION TO 13%

Executive Summary

RORER ARBITRAGE: INVESTOR ALAN CLORE INCREASES POSITION TO 13% of Rorer outstanding stock, up from 9%, and formed a partnership with fellow shareholder Eugene Dooner, Jr. In a March 24 13-D filing with the Securities and Exchange Commission, Clore indicated that he plans to retain an investment banking firm to advise him on future Rorer stock purchases. Clore disclosed that through NMI Partners, a Cayman Islands-based partnership in which Donner has a 5% stake, he had recently purchased an additional 700,000 shares of Rorer common stock for $26.6 mil. Separately, Dooner already owns 443,097 shares (2%) of Rorer, giving the Dooner/Clore coalition an effective 15% interest in the company. "There are no specific arrangements or understandings between Mr. Clore and Mr. Dooner regarding the voting or disposition of the shares owned by them other than through NMI Partners, nor are there any arrangements or understandings between them regarding the acquisition of shares other than through NMI Partners," the filing explains. "However, it is anticipated that Mr. Clore and Mr. Dooner may consult from time to time with respect to their respective ownership of shares other than through NMI Partners." According to the filing, Dooner intends to resubmit at Rorer's April 22 annual meeting a proposal requiring company management to notify shareholders whenever the company receives an acquisition offer. The proposal was originally introduced, and defeated, at last year's meeting. In November 1985, Dooner sued to block both Rorer's purchase of USV/Armour and Rorer's establishment of a poison pill measure ("The Pink Sheet" Dec. 9, 1985, T&G-4). The suit was later withdrawn.
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