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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
Vysis, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
928961101
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(CUSIP Number)
Daniel B. Pinkert
BP Amoco Corporation
200 East Randolph Drive
Mail Code 2106
Chicago, Illinois 60601
(312) 856-3025
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 31, 1998
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(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 which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
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CUSIP NO. 928961101
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
BP Amoco p.l.c.; I.R.S. Identification No.: None
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
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7. SOLE VOTING POWER
NUMBER OF 6,662,682 SHARES - AMOCO TECHNOLOGY COMPANY
SHARES -----------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH ----------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 6,662,682 SHARES - AMOCO TECHNOLOGY COMPANY
WITH ----------------------------------------
10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,662,682 SHARES
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.0%
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14. TYPE OF REPORTING PERSON
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
RELATING TO THE COMMON STOCK OF
VYSIS, INC.
Item 1. Security and Issuer.
This Statement relates to the common stock, par value $.01 per
share, of Vysis, Inc. ("Vysis"). The principal executive offices
of Vysis are located at 3100 Woodcreek Drive, Downers Grove,
Illinois 60515-5424.
Item 2. Identity and Background.
This Statement is being filed by BP Amoco p.l.c., an English
public limited company ("BP Amoco"). The principal business
address of BP Amoco is Britannic House, 1 Finsbury Circus,
London, EC2M 7BA, England. BP Amoco is a company operating in the
petroleum and petrochemical industries.
(a)-(c); (f) The name, business address, present principal
occupation or employment, and the name and principal business of
any corporation or other organization in which such employment is
conducted of each of the directors and executive officers of BP
Amoco is set forth in Schedule I hereto. Except as otherwise
indicated in Schedule I, each person listed in Schedule I hereto
is a citizen of the United Kingdom.
(d)-(e) During the last five years, neither BP Amoco nor, to the
knowledge of BP Amoco, any of the persons listed on Schedule I
hereto, (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii)
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.
As described in Item 5 below, BP Amoco may be deemed to be part
of a group with its subsidiaries, Amoco Technology Company
("ATC") and BP Amoco Corporation (formerly named Amoco
Corporation). ATC and Amoco Corporation previously filed a
Statement on Schedule 13D dated February 19, 1998 reporting their
beneficial ownership of shares of Vysis common stock.
Item 3. Source and Amount of Funds or Other Consideration.
As previously reported in the Statement on Schedule 13D dated
February 19, 1998 filed by ATC and Amoco Corporation with respect
to Vysis common stock, on February 10, 1998, Vysis completed an
initial public offering of 3,000,000 shares of its common stock
at a price to the public of $12.00 per share. Prior to the
initial public offering, ATC was the owner of substantially all
of the equity interest in Vysis. At the time of the offering,
ATC agreed to convert $8.1 million of debt owed to it by Vysis
into 675,000 shares of common stock (at the public offering
price).
Effective December 31, 1998, Amoco Corporation merged with The
British Petroleum Company p.l.c. As a result of the merger, Amoco
Corporation and its subsidiary ATC became wholly-owned
subsidiaries of The British Petroleum Company p.l.c. The British
Petroleum Company p.l.c. changed its name to BP Amoco p.l.c., and
Amoco Corporation changed its name to BP Amoco Corporation.
Item 4. Purpose of the Transaction.
ATC continues to own 6,662,682 shares of Vysis common stock,
constituting 68.0% of the outstanding common stock immediately
after the initial public offering. ATC has no present intention
to take specific actions listed in Items 4(a)-(j) of Schedule
13-D. However, as controlling stockholder, BP Amoco may
independently plan or propose such actions from time-to-time in
the future, and may support or reject management plans and
propositions relating to such actions.
Item 5. Interest in Securities of the Issuer.
(a) Effective December 31, 1998, BP Amoco became the indirect
parent of ATC, which is the owner of record of 6,662,682 shares
of Vysis common stock (the "Shares"). As a result, BP Amoco is a
beneficial owner of the Shares and may be deemed to be a member
of a group with ATC and BP Amoco Corporation. The Shares
constitute 68.0% of the outstanding Vysis common stock.
(b) ATC has the sole power to vote and dispose of the Shares.
(c) None.
(d) ATC has all of the rights of a holder of the Shares,
including the right to receive dividends from and the proceeds
from the sale of the Shares.
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Vysis and ATC entered into a Registration Rights Agreement dated
February 5, 1998 pursuant to which Vysis granted ATC registration
rights under the Securities Act with respect to the shares of
Vysis common stock owned by ATC. Under the Registration Rights
Agreement, ATC may sell securities under one effective demand
registration per calendar year and the right may only be
exercised with respect to specified minimum amounts of shares of
Common Stock.
Item 7. Material to be filed as Exhibits.
Registration Rights Agreement between ATC and Vysis dated
February 5, 1998 (incorporated by reference to the Statement on
Schedule 13D dated February 19, 1998 filed on February 20, 1998
by ATC and Amoco Corporation with respect to Vysis common stock).
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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.
Dated: September 23, 1999
BP AMOCO p.l.c.
By: /s/ Paula J. Clayton
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Name: P. J. Clayton
Title: Deputy Company Secretary
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SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF
BP AMOCO P.L.C.
The name, citizenship, present principal occupation or
employment, and the name of any corporation or other organization
in which such employment is conducted, of each of the directors
and executive officers as of July 9, 1999 of BP Amoco p.l.c.
("BP Amoco") is set forth below. Except as set forth below, each
of the directors and executive officers is a citizen of the
United Kingdom. The business address of each director and officer
is BP Amoco p.l.c., Britannic House, 1 Finsbury Circus, London
EC2M 7BA, England. Unless otherwise indicated, each occupation
set forth opposite an executive officer's name refers to
employment with BP Amoco.
Name Present Principal Occupation or Employment
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Directors (Executive Officer positions noted, where applicable)
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P.D. Sutherland Non-executive Co-Chairman, Chairman of
(Ireland) Goldman Sachs International
H. L. Fuller Executive Co-Chairman
(United States)
Sir Ian Prosser Non-executive Deputy Chairman, Chairman
and Chief Executive of Bass PLC
Sir John Browne Executive Director and Group Chief Executive
Dr. J. G. S. Buchanan Executive Director and Chief Financial Officer
(British and New Zealand)
R. F. Chase Executive Director and Deputy Group Chief Executive
Dr. C. S. Gibson-Smith Executive Director, Regions and Policies
R. L. Olver Executive Director, Exploration and Production
B. K. Sanderson Executive Director, Chemicals
R. S. Block Non-executive Director, retired
(United States) Executive Vice President and
Chief Insurance Officer, The Equitable
J. H. Bryan Non-executive Director, Chairman and Chief Executive
(United States) Officer of Sara Lee Corporation
E. B. Davis, Jr. Non-executive Director, President and Chief Executive
(United States) Officer of Alliant Energy
R. J. Ferris Non-executive Director, retired Co-chairman of
(United States) Doubletree Corporation
C. F. Knight Non-executive Director, Chairman and Chief Executive
(United States) Officer of Emerson Electric
F. A. Maljers Non-executive Director, Chairman of the Supervisory
(Netherlands) Board of the Amsterdam Concertgebouw N.V.
Dr. W. E. Massey Non-executive Director, President of Morehouse College
(United States)
H. M. P. Miles Non-executive Director, Chairman of Johnson Matthey
Sir Robin Nicholson Non-executive Director, retired Chairman of
Pilkington Optronics
M. H. Wilson Non-executive Director, Vice Chairman and Director of
(Canada) RBC Dominion Securities, Inc.
R. P. Wilson Non-executive Director, Chairman of Rio Tinto plc
The Lord Wright of Non-executive Director, Chairman of the Royal
Richmond Institute of International Affairs
Executive Officers
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J. C. Hanratty Company Secretary
(New Zealand)
