-----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, PkvDUS7WqUPdvtA7OTyweCyUt0wkyQdA6CFGqHQ8usuldMw1ShDn1WOtKOuBgFCF T/A1VsR9DDLlWDTRRN/oBw== 0001024739-97-000035.txt : 19970222 0001024739-97-000035.hdr.sgml : 19970222 ACCESSION NUMBER: 0001024739-97-000035 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970212 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MILLENNIUM PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001002637 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 043177038 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-49167 FILM NUMBER: 97526073 BUSINESS ADDRESS: STREET 1: 640 MEMORIAL DRIVE CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 6176797000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: F HOFFMANN LA ROCHE LTD CENTRAL INDEX KEY: 0001032068 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: V8 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: POSTFACH CH 4070 BASEL SWITZERLAND STREET 2: C/O HOFFMAN LA ROCHE INC CITY: BASEL BUSINESS PHONE: 2012354295 MAIL ADDRESS: STREET 1: C/O HOFFMAN LA ROCHE INC STREET 2: 340 KINGSLAND STREET CITY: NUTLEY STATE: NJ ZIP: 07110 SC 13G 1 SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Millennium Pharmaceuticals, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 0005999021 ---------- (CUSIP Number) * 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 the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purposes 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. 000599902 Page 2 of 6 Pages 1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons: F. Hoffmann-La Roche Ltd 2) Check the Appropriate Box (a) if a Member of a Group: (b) Not Applicable 3) SEC Use Only 4) Citizenship or Place of Organization: Switzerland 5) Number of Shares 5) Sole Voting Beneficially Power: 2,271,645 shares Owned by Each 6) Shared Voting Reporting Person Power: With: 7) Sole Dispositive Power: 2,271,645 shares 8) Shared Dispositive Power: 9) Aggregate Amount Beneficially Owned by Each Reporting Person: 2,271,645 10) Check if the Aggregate Amount in Row 9 Excludes Certain Shares: Not Applicable 11) Percent of Class Represented by Amount in Row 9: 9.5% 12) Type of Reporting Person: CO CUSIP No. 000599902 Page 3 of 6 Pages Item 1(a). Name of Issuer: Millennium Pharmaceuticals, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 640 Memorial Drive Cambridge, MA 02139 Item 2(a). Name of Person Filing: F. Hoffmann-La Roche Ltd Item 2(b). Address of Principal Business Office or, if None, Residence: Postfach, CH-4070 Basel, Switzerland Item 2(c). Citizenship: Switzerland Item 2(d). Title of Class of Securities: Common Stock, par value $.001 per share Item 2(e). CUSIP No.: 0005999021 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: (a) [ ] Broker or Dealer registered under Section 15 of the Act (b) [ ] Bank as defined in Section 3(a)(6) of the Act (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act (d) [ ] Investment Company registered under Section 8 of the Investment Company Act (e) [ ] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see 240.13d-1(b)(1)(ii)(F) (g) [ ] Parent Holding Company in accordance with I 240.-13d-1(b)(ii)(G) (Note: See Item 7) (h) [ ] Group, in accordance with I 240.13d-1(b)(1)(ii)(H) CUSIP No. 000599902 Page 4 of 6 Pages Item 4. Ownership. If the percent of the class owned, as of December 31 of the year covered by the statement, or as of the last day of any month described in Rule 13d-1(b)(2), if applicable, exceeds five percent, provide the following information as of that date and identify those shares which there is a right to acquire. (a) Amount Beneficially Owned: 2,271,645 (b) Percent of Class: 9.5% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 2,271,645 shares (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition of: 2,271,645 shares (iv) shared power to dispose or to direct the disposition of: 0 Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. Not Applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not Applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not Applicable. Item 8. Identification and Classification of Members of the Group. Not Applicable. Item 9. Notice of Dissolution of Group. Not Applicable. CUSIP No. 000599902 Page 5 of 6 Pages Item 10. Certification and 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 this 12th day of February, 1997. F. HOFFMANN-LA ROCHE, LTD By: /s/ Frederick C. Kentz III --------------------------------- Under Power of Attorney dated April 23, 1996 filed herewith POWER OF ATTORNEY The undersigned hereby constitutes and appoints Patrick J. Zenner, Martin F. Stadler and Frederick C. Kentz III their true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned Forms 3, 4, 5 and any other form, schedule or documents relating to an initial statement of, and changes in, the undersigned beneficial ownership of equity securities of Millennium Pharmaceuticals, Inc., and any necessary amendments to such forms or documents of extensions of time to file such forms, schedules or documents, in accordance with the Securities Exchange Act of 1933 or Section 16 of the Securities Act of 1934, as amended, and the rules thereunder (collectively, the "Exchange Act"); and (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such forms, schedule or documents and the filing of such form with the United States Securities and Exchange Commission and any other authority. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform every act necessary and proper in the exercise of any of the rights and powers herein granted, as fully as such attorney-in-fact could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving such capacity at the request of the undersigned, is not assuming any of the undersigned liabilities under the Exchange Act. This Power of Attorney shall remain in effect for so long as the undersigned is required to file reports under Exchange Act with respect to securities of Millennium Pharmaceuticals, Inc. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23rd day of April, 1996. F. HOFFMANN-LA ROCHE Ltd /s/ Dr. H.R. Widmer /s/ Dr. F. Amrein -----END PRIVACY-ENHANCED MESSAGE-----