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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 2)
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. 2 amends the Tender Offer Statement on Schedule 14D-1
filed on June 17, 1999 (as previously amended, 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 (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 10. ADDITIONAL INFORMATION.
Item 4(a)-(b) is amended and supplemented as follows:
On July 9, 1999, Solvay Finance issued and sold approximately $80 million
in principal amount of Commercial Paper Notes having a maturity of 31 to 35 days
and bearing interest at an annual rate of 5.15%. Solvay Finance will advance to
Merger Sub such portion of the net proceeds of such issuance as is necessary,
when combined with cash to be advanced to Merger Sub by other subsidiaries of
Parent from such subsidiaries' working capital, to purchase all Shares tendered
into the Offer. As a result of such issuance, Merger Sub has access to an amount
of cash sufficient to purchase all of the Shares and to pay all expenses
incurred by Parent and its subsidiaries in connection with the Offer.
Item 10(f) is amended and supplemented as follows:
The Expiration Date has been extended to 12:00 Midnight, New York City
time, on Monday, July 19, 1999, unless further extended. Based on preliminary
information provided by the Depositary, Purchaser reported that as of 6:00 p.m.,
New York City time, on July 8, 1999, approximately 2,767,000 Shares,
representing approximately 30% of the outstanding Shares, have been tendered
pursuant to the Offer. A copy of Purchaser's press release announcing such
extension has been filed as Exhibit 16 to this Amendment No. 2 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:
(16) Press release issued by Solvay Pharmaceuticals, Inc. on July 9, 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 9, 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>
(16) Press release issued by Solvay Pharmaceuticals, Inc. on July
9, 1999.
</TABLE>
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EXHIBIT 16
[SOLVAY PHARMACEUTICALS LETTERHEAD]
SOLVAY GROUP COMPLETES FINANCING FOR UNIMED TENDER OFFER AND EXTENDS
TENDER OFFER TO 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JULY 19, 1999
Solvay Pharmaceuticals, Inc. announced today, in connection with its
outstanding tender offer to purchase all of the outstanding shares of Unimed
Pharmaceuticals, Inc., that one if its affiliates today sold approximately $80
million of commercial paper notes. As a result of such issuance, Solvay
Pharmaceuticals and its subsidiary, Utah Acquisition Corp. have access to an
amount of cash sufficient to pay for all Unimed shares tendered into the
tender offer.
In connection with such financing, Solvay Pharmaceuticals announced that
it had extended the expiration date for the tender offer to 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 6:00 p.m., New York City time, on July 8, 1999,
approximately 2,767,000 Unimed shares, representing approximately 30% of the
outstanding Unimed shares, have been tendered pursuant to the tender offer. The
tender offer was previously scheduled to expire at 12:00 Midnight, New York
City time, on Thursday, July 15, 1999.
