-----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, W1SfeMePJ+KIre2K2MF7lR5rFcth0kEOERW+eSUgvv3DYwgs5h8ryajoZq1LANCm KQxWORRKzU0TY3PfjMl8+A== 0000950123-00-003466.txt : 20000411 0000950123-00-003466.hdr.sgml : 20000411 ACCESSION NUMBER: 0000950123-00-003466 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000410 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PHARMACIA CORP /DE/ CENTRAL INDEX KEY: 0000067686 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 430420020 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-17647 FILM NUMBER: 598001 BUSINESS ADDRESS: STREET 1: 100 ROUTE 206 NORTH CITY: PEAPACK STATE: NJ ZIP: 07977 BUSINESS PHONE: 888-768-5501 MAIL ADDRESS: STREET 1: 100 ROUTE 206 NORTH CITY: PEAPACK STATE: NJ ZIP: 07977 FORMER COMPANY: FORMER CONFORMED NAME: MONSANTO CO DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MONSANTO CHEMICAL CO DATE OF NAME CHANGE: 19711003 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PHARMACIA & UPJOHN INC CENTRAL INDEX KEY: 0000949573 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 980155411 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 100 ROUTE 206 N CITY: PEAPACK STATE: NJ ZIP: 07977 BUSINESS PHONE: 8887685501 MAIL ADDRESS: STREET 1: 7000 PORTGAGE ROAD CITY: KALAMAZOO STATE: MI ZIP: 49001 SC 13D/A 1 AMENDMENT #1 TO SCHEDULE 13D 1 ------------------------------- OMB APPROVAL ------------------------------- OMB Number: 3235-0145 Expires: October 31, 2002 Estimated average burden hours per response........14.90 ------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* Pharmacia Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, Par Value $2 Per Share - -------------------------------------------------------------------------------- (Title of Class of Securities) 6116621 ----------------------------------- (CUSIP Number) Don W. Schmitz Vice President, Associate General Counsel and Corporate Secretary Pharmacia Corporation 100 Route 206 North Peapack, New Jersey 07977 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 31, 2000 ---------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-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 ss. 240.13d-7 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 ("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). 2 SCHEDULE 13D - ----------------------- ---------------------------- CUSIP NO. 6116621 PAGE 2 OF 9 PAGES - ----------------------- ---------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Pharmacia & Upjohn, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)(a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) AF - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY -0- OWNED BY --------------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON -0- WITH --------------------------------------------------------- 9 SOLE DISPOSITIVE POWER -0- --------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) -0- - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO - -------------------------------------------------------------------------------- 3 CUSIP Number: 6116621 Page 3 of 9 Pharmacia & Upjohn, a Delaware corporation ("P&U Inc.") hereby amends the report on Schedule 13D (the "Original Schedule 13D") filed by P&U Inc. on December 29, 1999, with respect to shares of Common Stock, par value $2 per share (the "Shares"), of Pharmacia Corporation ("PHA")(formerly Monsanto Company, a Delaware corporation), beneficially owned by P&U Inc. Capitalized terms used but not defined herein shall have the meaning attributed to such terms in the Original Schedule 13D. ITEM 2. IDENTITY AND BACKGROUND Item 2 of the Original Schedule 13D is amended to include the following: This statement is being filed by P&U Inc. The principal business address of each of P&U Inc. and PHA is 100 Route 206 North, Peapack, New Jersey 07977. P&U Inc. is a direct wholly owned subsidiary of PHA. The principal business of each of P&U, Inc. and PHA is the development, production, marketing and sale of pharmaceutical products. In addition, PHA has one of the world's leading fully integrated agricultural businesses. The name, residence or business address, present principal occupation or employment, and the citizenship of each director and executive officer of (i) P&U Inc. is set forth in Schedule I hereto and incorporated herein by reference. None of the P&U, Inc., or to the best knowledge and belief of the P&U, Inc., any of the individuals listed in Schedule I has, during the past five years, been convicted in any 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, federal or state securities laws or finding any violation with respect to such laws. 4 CUSIP Number: 6116621 Page 4 of 9 This Item 2 is qualified in its entirety by reference to Schedule I which is incorporated herein by reference. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 of the Original Schedule 13D is amended in its entirety as follows: (a)-(d) None of P&U Inc., or to the best knowledge and belief of the P&U Inc., any of the individuals listed in Schedule I, beneficially owns any Shares other than as set forth herein or as listed on Schedule II hereto. (e) On December 19, 1999, P&U Inc. and PHA entered into a stock option agreement (the "Stock Option Agreement") granting PHA an option to purchase up to 94,774,810 shares of common stock of Monsanto (the "Option"). On March 31, 2000 at 4:02 p.m. (the "Effective Time"), pursuant to the terms of the Agreement and Plan of Merger, dated as of December 11, 1999, by and among P&U Inc., PHA and MP Sub, Incorporated, a Delaware corporation and direct wholly owned subsidiary of PHA ("MP Sub"), or amended as of February 18, 2000, MP Sub merged (the "Merger") with and into P&U Inc. as a result of which P&U Inc. became a wholly owned subsidiary of PHA. Because the Option terminated on the terms at the Effective Time, P&U Inc. is not the beneficial owner of more than five percent of the Shares reported in the Original 13D. 5 CUSIP Number: 6116621 Page 5 of 9 SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Dated: April 10, 2000 PHARMACIA & UPJOHN, INC. By: /s/ Don W. Schmitz ------------------------------ Name: Don W. Schmitz Title: Secretary 6 CUSIP Number: 6116621 Page 6 of 9 SCHEDULE I Name, Business Address, Principal Occupation or Employment and Citizenship of all Directors and Executive Officers of Pharmacia & Upjohn, Inc.: Board of Directors: - ------------------- Fred Hassan President and Chief Executive Officer, Pharmacia & Upjohn, Inc. 100 Route 206 North Peapack, NJ 07977 Citizenship: United States Christopher J. Coughlin Executive Vice President 100 Route 206 North Peapack, NJ 07977 Citizenship: United States Richard T. Collier Senior Vice President and Assistant Secretary 100 Route 206 North Peapack, NJ 07977 Citizenship: United States 7 CUSIP Number: 6116621 Page 7 of 9 Executive Officers: - ------------------- Fred Hassan President and Chief Executive Officer 100 Route 206 North Peapack, NJ 07977 Citizenship: United States Goran A. Ando, M.D. Executive Vice President 100 Route 206 North Peapack, NJ 07977 Citizenship: Sweden Christopher J. Coughlin Executive Vice President 100 Route 206 North Peapack, NJ 07977 Citizenship: United States Michael DuBois Senior Vice President 100 Route 206 North Peapack, NJ 07977 Citizenship: United States Robert G. Thompson Senior Vice President 100 Route 206 North Peapack, NJ 07977 Citizenship: United States Alexandra Van Horne Senior Vice President 100 Route 206 North Peapack, NJ 07977 Citizenship: France Dan W. Schmitz Vice President and Secretary 100 Route 206 North Peapack, NJ 07977 Citizenship: United States 8 CUSIP Number: 6116621 Page 8 of 9 Richard T. Collier Senior Vice President and Assistant Secretary 100 Route 206 North Peapack, NJ 07977 Citizenship: United States Mats Pettersson Senior Vice President 100 Route 206 North Peapack, NJ 07977 Citizenship: Sweden 9 CUSIP Number: 6116621 Page 9 of 9 SCHEDULE II Fred Hassan, the Chief Executive Officer of each of PHA and PNU Inc., may be deemed to be the beneficial owner of 4,400 shares of the common stock of PHA that are beneficially owned by his spouse. These shares were purchased more than 60 days prior to the date of filing of the Original Schedule 13D. Mr. Hassan disclaims beneficial ownership of such Shares. -----END PRIVACY-ENHANCED MESSAGE-----