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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
_______________________________________
November 2, 1995
Date of Report (Date of earliest event reported)
THE UPJOHN COMPANY
(Exact name of registrant as specified in its charter)
STATE OF DELAWARE 1-4147 38-1123360
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
7000 PORTAGE ROAD
KALAMAZOO, MICHIGAN 49001
(Address of principal executive offices) (Zip Code)
(616) 323-4000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Item 1. Changes in Control of Registrant
On November 2, 1995, Pharmacia & Upjohn Subsidiary, Inc.
("Pharmacia & Upjohn Sub") was merged into The Upjohn Company (the
"Merger") pursuant to the Combination Agreement (the "Combination
Agreement"), dated as of August 20, 1995, among Pharmacia Aktiebolag
("Pharmacia"), a corporation organized under the laws of the Kingdom
of Sweden, The Upjohn Company (the "Company"), a Delaware corporation,
Pharmacia & Upjohn, Inc. ("Pharmacia & Upjohn"), a Delaware corporation
and Pharmacia & Upjohn Sub, a Delaware corporation wholly owned by
Pharmacia & Upjohn, which Combination Agreement is incorporated herein
by reference. As a result of the Merger, (i) each outstanding share of
the common stock, par value $1 per share, of the Company (the "Company
Common Stock"), other than shares owned by the Company as treasury stock
and shares owned by Pharmacia or any subsidiary of the Company or Pharmacia,
was converted into the right to receive 1.45 shares of common stock, par
value $.01 per share, of Pharmacia & Upjohn (the "Pharmacia & Upjohn Common
Stock"), (ii) each outstanding share of the Series B Convertible Perpetual
Preferred Stock, par value $1 per share, of the Company (the "Company
Preferred Stock") (other than dissenting shares and shares owned by the
Company as treasury stock, all of which were
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cancelled) was converted into the right to receive one share of Series A
Convertible Perpetual Preferred Stock, par value $.01 per share, of
Pharmacia & Upjohn. Upjohn shareholders approved the Combination Agreement
on October 17, 1995.
The foregoing summary is qualified in its entirety by reference
to the Combination Agreement, which is incorporated herein as Exhibit 2.
Items 2-4. Not Applicable.
Item 5. Other Events.
As of the closing of the business day on November 2,
1995 the New York Stock Exchange, Inc. (the "NYSE") suspended trading
of the Company Common Stock. The Company has filed a statement on Form 15
with the Securities and Exchange Commission (the "Commission"). The Company
expects that the NYSE will file a statement on Form 25 with the Commission
requesting that the Commission strike from listing and registration the
Company Common Stock.
Item 6. Not Applicable.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
Exhibit No. Description
2 Combination Agreement, incorporated by reference from
Exhibit 2 of The Upjohn Company's Current Report on
Form 8-K filed with the Commission on August 21, 1995
Item 8. Not Applicable.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
THE UPJOHN COMPANY
Date: November 9, 1995 By: /s/ Kenneth M. Cyrus
Kenneth M. Cyrus
Executive Vice President,
Secretary and General Counsel
