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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
SCHEDULE 14D-9/A
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SOLICITATION/RECOMMENDATION STATEMENT PURSUANT
TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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UNIMED PHARMACEUTICALS, INC.
(NAME OF SUBJECT COMPANY)
UNIMED PHARMACEUTICALS, INC.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $0.25 PER SHARE (INCLUDING THE
ASSOCIATED SHARE PURCHASE RIGHTS)
(TITLE OF CLASS OF SECURITIES)
904801 10 7
(CUSIP NUMBER OF CLASS OF SECURITIES)
ROBERT E. DUDLEY, Ph.D.
PRESIDENT AND
CHIEF EXECUTIVE OFFICER
2150 EAST LAKE COOK ROAD
BUFFALO GROVE, ILLINOIS 60089
(847) 541-2525
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
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WITH A COPY TO:
KURT W. FLORIAN, JR., ESQ.
KATTEN MUCHIN & ZAVIS
525 WEST MONROE STREET
SUITE 1600
CHICAGO, ILLINOIS 60661-3693
(312) 902-5200
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INTRODUCTION
Unimed Pharmaceuticals, Inc. (the "Company") hereby amends and supplements its
Solicitation/Recommendation Statement on Schedule 14D-9, amended on July 2, 1999
(as amended, the "Schedule 14D-9"), with respect to the tender offer made by
Utah Acquisition Corporation, a wholly owned subsidiary of Solvay
Pharmaceuticals, Inc., for all of the outstanding Shares. Capitalized terms not
defined herein have the meanings assigned thereto in the Schedule 14D-9.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
Item 4 of the Schedule 14D-9 is hereby amended and supplemented by adding the
following text thereto:
On July 13, 1999 the Company announced that each member of its Board of
Directors had advised the Company that he had tendered all of his shares
pursuant to the Offer.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the
following text thereto:
On July 13, 1999, the Company issued a press release which is attached
hereto as Exhibit 17. The information set forth in the press release is
incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the
following text thereto:
Exhibit 17 Press Release of Unimed Pharmaceuticals, Inc. issued July 13,
1999.
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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.
UNIMED PHARMACEUTICALS, INC.
By: /s/ Robert E. Dudley
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Name: Robert E. Dudley, Ph.D.
Title: President and Chief Executive Officer
Dated: July 13, 1999
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ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Except as noted below, the following exhibits have been previously filed
in connection with this Schedule 14D-9:
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EXHIBIT NO. DESCRIPTION
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1 Agreement and Plan of Merger dated as of June 11, 1999 among
Solvay Pharmaceuticals, Inc., Utah Acquisition Corporation
and Unimed Pharmaceuticals, Inc.
2 Employment Agreement between Unimed Pharmaceuticals, Inc.
and Robert E. Dudley, dated February 4, 1999, incorporated
by reference to Exhibit 10-N to the Annual Report on Form
10-K for the year ended December 31, 1998 (the "1998 10-K").
3 Employment Agreement between Unimed Pharmaceuticals, Inc.
and David E. Riggs, dated February 19, 1999, incorporated by
reference to Exhibit 10-V to the 1998 10-K.
4 Stock Purchase Agreement between the John N. Kapoor Trust
and Unimed, Inc. (a predecessor of Unimed Pharmaceuticals,
Inc.), dated February 15, 1991, incorporated by reference to
Exhibit 4-D to Post-Effective Amendment No. 3 to
Registration Statement No. 33-10975.
5 Stock Registration Rights Agreement between the John N.
Kapoor Trust and Unimed Pharmaceuticals, Inc., dated March
27, 1991, incorporated by reference to Post-Effective
Amendment No. 3 to Registration Statement No. 33-10975.
6 Rights Agreement between Harris Trust and Savings Bank and
Unimed Pharmaceuticals, Inc. including Form of Rights
Certificate and Summary of Rights attached thereto as
Exhibits A and B, dated June 16, 1997, incorporated by
reference to Exhibit 4.1 to Current Report on Form 8-K dated
June 20, 1997.
7 Amendment No. 1 to Rights Agreement between Unimed
Pharmaceuticals, Inc. and Harris Trust Savings Bank dated as
of June 11, 1999.
8 Unimed Pharmaceuticals, Inc. 1991 Stock Option Plan, as
amended through May 2, 1996, incorporated by reference to
Exhibit 10-K to the Annual Report on Form 10-K for the
fiscal year ended December 31, 1996.
9 Amendment to 1991 Stock Option Plan adopted May 26, 1998,
incorporated by reference to Appendix B to the Proxy
Statement for the 1998 Annual Meeting of the Stockholders
filed on April 29, 1998 (the "1998 Proxy").
10 1998 Long-Term Incentive Plan, incorporated by reference to
Appendix A to the 1998 Proxy.
11 Consulting Agreement between E.J. Financial Enterprises,
Inc. and Unimed, Inc. (a predecessor of Unimed
Pharmaceuticals, Inc.), dated July 23, 1996, incorporated by
reference to Exhibit 10-S to the Annual Report on Form 10-K
for the fiscal year ended December 31, 1996.
12 Stock Option Agreement between John N. Kapoor and Unimed
Pharmaceuticals, Inc., dated August 7, 1992.
13 Press Release of Unimed Pharmaceuticals, Inc. issued May 28,
1999.
14 Press Release of Unimed Pharmaceuticals, Inc. issued June
11, 1999.
15 Confidentiality Agreement, effective as of March 4, 1999,
between Solvay Pharmaceuticals, Inc. and Unimed
Pharmaceuticals, Inc.
16 Letter dated June 8, 1999 from John N. Kapoor of Unimed
Pharmaceuticals, Inc. to David A. Dodd of Solvay
Pharmaceuticals, Inc.
*17 Press Release of Unimed Pharmaceuticals, Inc. issued July 13, 1999.
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* Filed herewith.
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EXHIBIT 99.17
FOR IMMEDIATE RELEASE
TUESDAY, JULY 13, 1999
For more information contact:
David E. Riggs, CFO/Senior VP
Unimed Pharmaceuticals, Inc.
Telephone: 847/541-2525
[email protected] -or-
Jeff Linton, VP Law,
Government and Public Affairs
Solvay Pharmaceuticals, Inc.
770/578-5736
[email protected]
UNIMED ANNOUNCES TENDER
OF SHARES HELD BY DIRECTORS
BUFFALO GROVE, IL (July 13, 1999) - Unimed Pharmaceuticals, Inc. (NASDAQ: UMED)
today announced that each member of its Board of Directors has advised it that,
prior to today, he has tendered all of his Unimed shares and any shares owned by
certain trusts as of June 4, 1999, pursuant to a $12 per share cash tender offer
for all outstanding shares of Unimed by a wholly owned subsidiary of Solvay
Pharmaceuticals, Inc. It is a condition of the tender offer that the Directors
shall have tendered all of these shares into the tender offer prior to July 13,
1999, and not have withdrawn such shares from the tender offer.
The tender offer and related withdrawal rights are currently scheduled to expire
at 12:00 midnight New York City time on Monday, July 19, 1999. Mackenzie
Partners, Inc. (212-929-5500 or 800-322-2885) is acting as the Information Agent
for the tender offer.
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