-----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, WS8O3ODrHerDhO7Z6n6lN39UVZs1P6zypiFWi9X83pwgohUwpjwi3Q64YDNISAaS rJM3W3b7K/vwYaFEMkFLBQ== 0000950123-00-003470.txt : 20000412 0000950123-00-003470.hdr.sgml : 20000412 ACCESSION NUMBER: 0000950123-00-003470 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000411 SUBJECT COMPANY: 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 SEC ACT: SEC FILE NUMBER: 005-44657 FILM NUMBER: 598130 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 FILED BY: 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 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 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 & Upjohn, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, Par Value $0.01 Per Share - -------------------------------------------------------------------------------- (Title of Class of Securities) 716 941 109 ------------------------------------------------------------ (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/A - ----------------------- ---------------------------- CUSIP NO. 716 941 109 PAGE 2 OF 11 PAGES - ----------------------- ---------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Pharmacia Corporation - -------------------------------------------------------------------------------- 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: 716 941 109 Page 3 of 11 Pharmacia Corporation (formerly Monsanto Company), a Delaware corporation ("PHA") hereby amends the report on Schedule 13D (the "Original Schedule 13D") filed by PHA on December 29, 1999, with respect to shares of Common Stock, par value $0.01 per share (the "Shares"), of Pharmacia & Upjohn, a Delaware corporation ("P&U Inc."), beneficially owned by it. 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 in its entirety as follows: This statement is being filed by PHA. The principal business address of PHA is 100 Route 206 North, Peapack, New Jersey 07977. The principal business of 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 PHA is set forth in Schedule I hereto and incorporated herein by reference. Neither PHA, nor to the best knowledge and belief of PHA, 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. This Item 2 is qualified in its entirety by reference to Schedule I which is incorporated herein by reference. 4 CUSIP Number: 716 941 109 Page 4 of 11 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 of the Original Schedule 13D is amended to include the following: (e) On December 19, 1999, P & U Inc. and PHA entered into an Option Agreement (the "Option Agreement") under which P & U Inc.granted to PHA an option (the "Option") to purchase up to 77,388,932 shares of Common Stock, par value $.01 per share, of P & U Inc. ("PNU Common Stock"),representing 14.9% of the issued and outstanding PNU Common Stock on the date of grant, at an exercise price of $50.25 per share. Except in certain limited circumstances, PHA could not exercise the Option until a termination of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 19, 1999, by and among PHA, P & U Inc. and MP Sub, Incorporated, a Delaware corporation and direct wholly owned subsidiary of PHA ("MP Sub"). On March 31, 2000, pursuant to terms of the Merger Agreement, 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, and the Option Agreement terminated upon its terms. As a result of the Merger each former stockholder of P & U Inc. received 1.19 shares of Common Stock, par value $2.00 per share, of PHA. On April 6, 2000, P & U Inc. filed a Form 15 terminating its registration under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). PHA no longer has a reporting obligation to report its holdings of PNU Common Stock under Regulation 13D-G of the Exchange Act. 5 CUSIP Number: 716 941 109 Page 5 of 11 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 CORPORATION By: /s/ Don W. Schmitz --------------------------- Name: Don W. Schmitz Title: Secretary 6 CUSIP Number: 716 941 109 Page 6 of 11 SCHEDULE I Name, Business Address, Principal Occupation or Employment and Citizenship of all Directors and Executive Officers of Pharmacia Corporation: Board of Directors: - ------------------- Frank C. Carlucci Chairman, The Carlyle Group Suite 220S 1001 Pennsylvania Avenue, N.W. Washington, DC 20004-2505 Citizenship: United States Richard U. De Schutter Senior Executive Vice President and Chief Administrative Officer 100 Route 206 North Peapack, NJ 07977 Citizenship: United States M. Kathryn Eickhoff President, Eickhoff Economics Suite 400 510 LaGuardia Place New York, NY 10012 Citizenship: United States Fred Hassan President and Chief Executive Officer, Pharmacia & Upjohn, Inc. 100 Route 206 North Peapack, NJ 07977 Citizenship: United States Michael Kantor Partner, Mayer, Brown, & Platt 100 Route 206 North Peapack, NJ 07977 Citizenship: United States Gwendolyn S. King Retired Senior Vice President, Corporate and Public Affairs, PECO Energy Company 100 Route 206 North Peapack, NJ 07977 Citizenship: United States 7 CUSIP Number: 716 941 109 Page 7 of 11 Philip Leder Chairman, Department of Genetics, Harvard Medical School, and Senior Investigator, Howard Hughes Medical Institute. 100 Route 206 North Peapack, NJ 07977 Citizenship: United States R.L. Berthold Lindqvist Former President & Chief Executive Officer, Gambro AB Gamlegardsvagen 50 S-216 20 Malmo, Sweden Citizenship: Sweden Olof Lund Chairman, Enator AB Lojtnantsgatan 21 S-115 93 Stockholm, Sweden Citizenship: Sweden C. Steven McMillan President and COO, Sara Lee Corporation Suite 4600 Three First National Plaza 70 W. Madison Chicago, IL 60602 Citizenship: United States William U. Parfet Co-Chairman, MPI Research 54943 N. Main Street Mattawan, MI 49071 Citizenship: United States Jacobus F.M. Peters Retired Chairman of the Executive Board and Chief Executive Officer, Aegon N.V. 100 Route 206 North Peapack, NJ 07977 Citizenship: the Netherlands John S. Reed Chairman and Co-Chief Executive Officer, Citigroup Inc. 100 Route 206 North Peapack, NJ 07977 Citizenship: United States 8 CUSIP Number: 716 941 109 Page 8 of 11 Ulla B. Reinius President, Finansfakta R. AB Sibyllegatam 5 S-114 51 Stockholm, Sweden Citizenship: Sweden John E. Robson Senior Advisor, Robertson Stephens Inc. 100 Route 206 North Peapack, NJ 07977 Citizenship: United States William D. Ruckelhaus Principal, Madrona Investment Group L.L.C. 100 Route 206 North Peapack, NJ 07977 Citizenship: United States Bengt I. Samuelsson Professor, Karolinska Institutet Department of MBB, Div. Chemistry II Karolinska Institutet, Solna S-171 77 Stockholm, Sweden Citizenship: Sweden Robert B. Shapiro Chairman of the Board of Directors, Pharmacia Corporation 100 Route 206 North Peapack, NJ 07977 Citizenship: United States 9 CUSIP Number: 716 941 109 Page 9 of 11 Executive Officers: - ------------------- Fred Hassan Chief Executive Officer 100 Route 206 North Peapack, NJ 07977 Citizenship: United States Richard U. De Schutter Senior Executive Vice President and Chief Administrative Officer 100 Route 206 North Peapack, NJ 07977 Citizenship: United States Philip Needleman Senior Executive Vice President, Chief Scientific Officer, and Chairman, Research & Development 100 Route 206 North Peapack, NJ 07977 Citizenship: United States Goran A. Ando, M.D. Executive Vice President and President, Research and Development 100 Route 206 North Peapack, NJ 07977 Citizenship: Sweden Christopher J. Coughlin Executive Vice President and Chief Financial Officer 100 Route 206 North Peapack, NJ 07977 Citizenship: United States Timothy G. Rothwell Executive Vice President and President, Global Pharmaceutical Operations 100 Route 206 North Peapack, NJ 07977 Citizenship: United States Hakan Astrom Senior Vice President, Investor Relations and Strategy 100 Route 206 North Peapack, NJ 07977 Citizenship: Sweden 10 CUSIP Number: 716 941 109 Page 10 of 11 Richard T. Collier Senior Vice President and General Counsel 100 Route 206 North Peapack, NJ 07977 Citizenship: United States Carrie Smith Cox Executive Vice President and Head, Global Business Management 100 Route 206 North Peapack, NJ 07977 Citizenship: United States Mats Pettersson Senior Vice President 100 Route 206 North Peapack, NJ 07977 Citizenship: Sweden Alan L. Heller Executive Vice President and Head, G. D. Searle & Co. Operations 100 Route 206 North Peapack, NJ 07977 Citizenship: United States Steve McMillan Sector Vice President, Global Specialty Operations President and COO, Sara Lee Corporation Suite 4600 Three First National Plaza 70 W. Madison Chicago, IL 60602 Citizenship: United States Birgitta Klasen Senior Vice President, Information Technology 100 Route 206 North Peapack, NJ 07977 Citizenship: *** 11 CUSIP Number: 716 941 109 Page 11 of 11 Paul Matson Senior Vice President, Human Resources 100 Route 206 North Peapack, NJ 07977 Citizenship: United States Joan H. Walker Senior Vice President, Public Affairs 100 Route 206 North Peapack, NJ 07977 Citizenship: United States -----END PRIVACY-ENHANCED MESSAGE-----