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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 3)
TENDER OFFER STATEMENT PURSUANT TO
SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
UNIMED PHARMACEUTICALS, INC.
(NAME OF SUBJECT COMPANY)
SOLVAY S.A.
SOLVAY AMERICA, INC.
SOLVAY PHARMACEUTICALS, INC.
UTAH ACQUISITION CORPORATION
(BIDDERS)
COMMON STOCK, PAR VALUE $.25 PER SHARE
(TITLE OF CLASS OF SECURITIES)
904801 10 7
(CUSIP NUMBER OF CLASS OF SECURITIES)
JEFFREY D. LINTON
VICE PRESIDENT, LAW, GOVERNMENT AND PUBLIC AFFAIRS
SOLVAY PHARMACEUTICALS, INC.
901 SAWYER ROAD
MARIETTA, GEORGIA 30062
(770) 578-9000
WITH COPY TO:
EARL D. WEINER
SULLIVAN & CROMWELL
125 BROAD STREET
NEW YORK, NEW YORK 10004
(212) 558-4000
(NAME, ADDRESS AND TELEPHONE NUMBERS OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER)
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This Amendment No. 3 - Final Amendment (the "Final Amendment") amends and
supplements and constitutes the final amendment to the Tender Offer Statement on
Schedule 14D-1 filed on June 17, 1999 (as amended prior to the date hereof, the
"Schedule 14D-1") by Solvay S.A., a Belgian societe anonyme ("Parent"), Solvay
America, Inc., a Delaware corporation ("Solvay America") and a direct wholly
owned subsidiary of Parent, Solvay Pharmaceuticals, Inc., a Georgia corporation
("Purchaser") and a direct wholly owned subsidiary of Solvay America, and Utah
Acquisition Corporation, a Delaware corporation ("Merger Sub") and a direct
wholly owned subsidiary of Purchaser, with respect to Merger Sub's offer to
purchase all of the outstanding shares of Common Stock, par value $.25 per share
(the "Common Stock"), of Unimed Pharmaceuticals, Inc., a Delaware corporation
(the "Company"), including the associated rights (the "Rights") issued pursuant
to the Rights Agreement, dated as of June 16, 1997, as amended as of June 11,
1999, between the Company and Harris Trust and Savings Bank, as Rights Agent
(the Common Stock and the Rights together are referred to herein as the
"Shares"), at $12.00 per Share, net to the seller in cash (but subject to any
applicable tax withholdings), on the terms and subject to the conditions set
forth in the Offer to Purchase, dated June 17, 1999 (as amended prior to the
date hereof, the "Offer to Purchase") and in the related Letter of Transmittal
(which collectively, together with any amendments or supplements thereto,
constitute the "Offer"), which were filed as Exhibits 1 and 2 to the Schedule
14D-1, respectively. Unless otherwise defined herein, all capitalized terms used
herein shall have the respective meanings given such terms in the Offer to
Purchase.
ITEM 1. SECURITY AND SUBJECT COMPANY.
Item 1 is hereby amended and supplemented as follows:
The Offer expired at 12:00 Midnight, New York City Time, on Monday, July
19, 1999.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
Item 5 is hereby amended and supplemented as follows:
As soon as practicable, Purchaser (i) intends to seek to procure the making
of an application to the Nasdaq for the Shares to be delisted from the Nasdaq
National Market and (ii) will take measures to cause the termination of the
registration of the Shares under the Exchange Act. Purchaser will acquire the
remaining Shares of the Company pursuant to the Merger.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 is hereby amended and supplemented as follows:
At 12:00 Midnight, New York City time, on Monday, July 19, 1999, the Offer
expired. Based on preliminary information provided by the Depositary, Purchaser
reported that as of the expiration of the Offer, 8,869,843 Shares were properly
tendered and not withdrawn pursuant to the Offer. The Shares tendered include
19,456 Shares tendered pursuant to Notices of Guaranteed Delivery. Purchaser has
accepted for payment, 8,869,843 Shares at the purchase price of $12.00 per Share
in cash and will pay for all such accepted Shares promptly. As a result of the
consummation of the Offer, Purchaser owns over 95% of the outstanding Shares. A
copy of Solvay Pharmaceuticals' press release announcing such termination of the
tender offer has been filed as Exhibit 17 to this Final Amendment and is
incorporated herein by reference in its entirety.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following:
(17) Press release issued by Solvay Pharmaceuticals, Inc. on July 20, 1999.
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SIGNATURE
After due 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: July 20, 1999
SOLVAY S.A.
By: /s/ JURGEN ERNST
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Name: Jurgen Ernst
Title: Director
Member of the Executive
Committee
By: /s/ RENE DEGREVE
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Name: Rene Degreve
Title: Director
Member of the Executive
Committee
SOLVAY AMERICA, INC.
By: /s/ PHILIP UHRHAN
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Name: Philip Uhrhan
Title: VP Finance
SOLVAY PHARMACEUTICALS, INC.
By: /s/ ROBERT A. SOLHEIM
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Name: Robert A. Solheim
Title: Vice President, Finance &
Administration
UTAH ACQUISITION CORPORATION
By: /s/ JEFFREY D. LINTON
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Name: Jeffrey D. Linton
Title: Vice President
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
(17) Press release issued by Solvay Pharmaceuticals, Inc. on July
20, 1999.
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EXHIBIT 17
[SOLVAY PHARMACEUTICALS LETTERHEAD]
Solvay Pharmaceuticals, Inc. announced today that the tender offer by its
wholly owned subsidiary to purchase for cash all of the outstanding shares of
common stock of Unimed Pharmaceuticals, Inc. expired at 12:00 Midnight, New York
City time, on Monday, July 19, 1999. Based on preliminary information provided
by the depositary for the tender offer, Solvay Pharmaceuticals reported that as
of the expiration of the tender offer, 8,869,843 Unimed shares were properly
tendered and not withdrawn pursuant to the tender offer. The shares tendered
include 19,456 shares tendered pursuant to Notices of Guaranteed Delivery.
Solvay Pharmaceuticals has accepted for payment 8,869,843 shares at the purchase
price of $12.00 per share in cash and will pay for all such accepted shares
promptly. As a result of the consummation of the tender offer, Solvay
Pharmaceuticals owns over 95% of the outstanding Unimed shares.
