SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
TRANSKARYOTIC THERAPIES, INC.
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(Name of Issuer)
Common Stock par value $.01 per share
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(Title of Class of Securities)
893735 10 0
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(CUSIP Number)
Edward H. Stratemeier, Esq.
General Counsel
Aventis Pharmaceuticals
10236 Marion Park Drive
Kansas City, Missouri 64137-1405
(816) 966-4000
- - ---------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 15, 1999
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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 Rules 13d-1(e), 13d-1(f), or 13d-1(g), check the following
box. [ ]
Page 1 of 10
Exhibit Index is at Page 9
<PAGE> 2
CUSIP No. 893735 10 0
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1) Name of Reporting Person and its Aventis Pharmaceuticals Inc.
I.R.S. Identification Number 44-0565557
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2) Check the Appropriate Box if (a)[ ]
a Member of a Group (b)[ X ]
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3) SEC Use Only
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4) Source of Funds WC
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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 Delaware
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7) Sole Voting Power 2,187,408
Number of ____________________________________________________________
Shares
Beneficially 8) Shared Voting Power 0
Owned by ____________________________________________________________
Each
Reporting 9) Sole Dispositive Power 2,187,408
Person With ____________________________________________________________
10) Shared Dispositive Power 0
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11) Aggregate Amount Beneficially Owned 2,187,408
by Each Reporting Person
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12) Check Box If the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
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13) Percent of Class Represented 9.7%
by Amount in Row (11)
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14) Type of Reporting Person CO
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CUSIP No. 893735 10 0
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1) Name of Reporting Person and its HMR Pharma, Inc.
I.R.S. Identification Number 43-1769328
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2) Check the Appropriate Box if (a)[ ]
a Member of a Group (b)[ X ]
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3) SEC Use Only
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4) Source of Funds Not applicable
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5) Check Box if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
- ---------------------------------------------------------------------------
6) Citizenship or Place of Organization Delaware
- ---------------------------------------------------------------------------
7) Sole Voting Power 2,187,408
Number of ____________________________________________________________
Shares
Beneficially 8) Shared Voting Power 0
Owned by ____________________________________________________________
Each
Reporting 9) Sole Dispositive Power 2,187,408
Person With ____________________________________________________________
10) Shared Dispositive Power 0
- ---------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned 2,187,408
by Each Reporting Person
- ---------------------------------------------------------------------------
12) Check Box If the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
- ---------------------------------------------------------------------------
13) Percent of Class Represented 9.7%
by Amount in Row (11)
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14) Type of Reporting Person CO
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<PAGE> 4
CUSIP No. 893735 10 0
This Schedule 13D is filed solely to reflect the change of name of
Hoechst Marion Roussel, Inc., to Aventis Pharmaceuticals Inc. and the change of
the ultimate parent entity from Hoechst Aktiengesellschaft to Aventis. It
replaces a Schedule 13G currently on file with the Commission, although this
filing is not being made because of Rules 13d-1(e), 13d-1(f), or 13d-1(g).
ITEM 1. SECURITY AND ISSUER.
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The securities to which this Schedule relates are shares of common stock,
par value $0.01 per share ("Common Stock"), of Transkaryotic Therapies, Inc., a
Delaware corporation (the "Issuer"). The Issuer's principal executive offices
are at 195 Albany Street, Cambridge, Massachusetts 02139.
ITEM 2. IDENTITY AND BACKGROUND.
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(a) - (c), (f) This Schedule is filed on behalf of Aventis Pharmaceuticals
Inc., a Delaware corporation ("API"), with a principal place of business and
principal office located at 10236 Marion Park Drive, Kansas City, Missouri
64137-1405. The principal business of API is the discovery, development,
manufacturing, marketing, and sale of pharmaceutical compounds for the treatment
of human diseases. On December 15, 1999, API became a wholly-owned indirect
subsidiary of Aventis, a Frech corporation ("Aventis"). Prior to December 15,
1999, API was named "Hoechst Marion Roussel, Inc." Information as to the
executive officers and directors of API is set forth in Exhibit 99.1 hereto.
This Schedule also is filed on behalf of HMR Pharma, Inc., a
Delaware corporation ("Pharma"), which owns a 98.2% equity interest in API and
also became a wholly owned subsidiary of Aventis on December 15, 1999. Pharma is
a holding company for a portion of the U.S. operations of Aventis, a
multinational life sciences company headquartered in Strasbourg, France. The
principal place of business and principal office of Pharma is 10236 Marion Park
Drive, Kansas City, Missouri 64137-1405. Pharma is filing this Schedule solely
with respect to its potential deemed indirect ownership of the Issuer's stock
owned by API. Information as to the executive officers and directors of Pharma
and the Supervisory and Management Boards of Aventis is set forth in Exhibit
99.2 hereto.
(d) - (e) During the last five years, neither API, Pharma, nor, to
their knowledge, any of the persons listed in Exhibits 99.1 or 99.2 hereto, has
been convicted in a criminal proceeding (excluding traffic violations and
similar misdemeanors). During the last five years, neither API nor Pharma nor,
to their knowledge, any of the persons listed in Exhibits 99.1 or 99.2 hereto,
has been a party to any civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which any of them was or is subject to a
judgment, decree, or final order enjoining future violation of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
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CUSIP No. 893735 10 0
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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In May 1994, API (then named Marion Merrell Dow Inc.) and the Issuer
entered into a Class D Preferred Stock Purchase Agreement pursuant to which API
purchased $5 million of the Issuer's Class D Preferred Stock and agreed to
purchase $5 million of Common Stock at the initial public offering price at the
time of the Issuer's initial public offering of Common Stock (the "IPO"). In
March 1995, API purchased $10 million of the Issuer's Class E Preferred Stock
pursuant to a Class E Preferred Stock Purchase Agreement. In December 1995, API
purchased $7.9 million of the Issuer's Class F Preferred Stock pursuant to a
Class F Preferred Stock Purchase Agreement among API, the Issuer, and other
investors. Pursuant to their respective terms, API's shares of Class D, Class E,
and Class F Preferred Stock were converted into an aggregate of 1,854,075 shares
of Common Stock automatically upon the closing of the IPO on October 22, 1996.
Immediately following the closing of the IPO, API purchased 333,333 shares of
Common Stock for $4,999,995 to fulfill its purchase obligation under the Class D
Preferred Stock Purchase Agreement. The source of funds for the aggregate
purchase price of $27,899,995 paid by API for its aggregate ownership of
2,187,408 shares of Common Stock (the "Shares") was the working capital of API.
None of such funds were borrowed or otherwise obtained for the purpose of
acquiring, holding, trading, or voting the Shares.
ITEM 4. PURPOSE OF TRANSACTION.
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API acquired the Shares in connection with certain strategic alliances
between API and the Issuer. In May 1994 and March 1995, API and the Issuer
entered into certain agreements pursuant to which the Issuer granted API
exclusive rights to make, use and sell worldwide two therapeutic products --
gene activated protein erythropoietin ("GA-EPO") and a second, undisclosed
protein -- produced under patent rights and technologies owned by the Issuer.
Under the terms of the agreements, API is obligated to pay the Issuer a total of
$58 million related to GA-EPO and $67 million related to the second protein,
consisting of license fees, equity investments, milestone payments, and research
funding, in addition
to royalties on sales of the products. API's future obligations primarily
consist of milestone payments based on the development of products resulting
from the licensed technology. The Issuer is responsible for delivering cell
lines suitable for large scale manufacturing. API is responsible for the
worldwide development, manufacturing and marketing of the products and the
Issuer will receive a royalty based on net sales.
API purchased its shares of Class F Preferred Stock in a private
offering by the Issuer to API and other investors. Such shares were purchased
for investment.
The foregoing descriptions are qualified in their entirety by reference to
the Amended and Restated License Agreement dated March 1, 1995, the License
Agreement dated March 1, 1995, the Class D Preferred Stock Purchase Agreement
dated May 18, 1994, the Class E Preferred Stock Purchase Agreement dated March
1, 1995, and the Class F Preferred Stock Purchase Agreement dated October 26,
1995, which are set forth as Exhibits 99.4 through 99.8 to this Schedule.
<PAGE> 6
CUSIP No. 893735 10 0
API continually reviews its investments in companies, including the
Issuer, with which it has, or has had, a business or strategic relationship.
Such reviews may consider factors specific to the Issuer, such as API's
evaluation of the Issuer's business, prospects, and financial condition and the
market for the Common Stock, as well as general considerations such as prospects
for the businesses of API and its affiliates, liquidity needs, other
opportunities, general economic conditions, money and stock market conditions,
future developments, and other factors. As a result of any such review, API may
at any time, or from time to time, acquire or dispose of securities of the
Issuer in the future.
Except as described above, neither API, Pharma, nor Hoechst AG has any
plans or proposals that relate to or would result in any of the events described
in paragraphs (a) through (j) of this Item.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
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(a) The Shares represent approximately 9.7% of the Issuer's Common Stock
outstanding at November 10, 1999, on a fully-diluted basis. Except as may be set
forth in any subsequent amendment to this Schedule, neither
Aventis nor Pharma, any executive officer or director of API or Pharma, nor any
member of the Supervisory Board or Management Board of Aventis beneficially owns
any of the Shares or any other shares of Common Stock other than through their
beneficial ownership, if any, of stock of Aventis, Pharma, or API. Pharma, which
is a wholly-owned subsidiary of Aventis, beneficially owns more than 98% of the
outstanding stock of API.
(b) API has sole power to vote and to dispose of the Shares. Neither
Aventis, Pharma, nor any executive officer or director of either API, Pharma, or
Aventis has any power to vote or to direct the vote, or to dispose of or to
direct the disposition of, the Shares except to the
extent to the extent that Aventis, Pharma, or any such executive officer or
director may be deemed to have any such power by reason of such person's
relationship to or position with API, Pharma, or Aventis.
(c) None.
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH
- ------- RESPECT TO SECURITIES OF THE ISSUER.
------------------------------------
API and the Issuer are parties with certain other shareholders to a
Registration Rights Agreement dated as of November 3, 1993 (as currently
Amended, the "Registration Rights Agreement"), pursuant to which API has certain
rights with respect to registration under the Securities Act of 1933, as amended
(the "Act"), of the Shares. If the Issuer proposes to register any of its
securities under the Act, either for its own account or for the account of other
security holders, the Issuer is required under
the Registration Rights Agreement to use its best efforts to include in such
registration the Shares for which API requests registration, subject to such
reduction as may be required by the Issuer's underwriters. In addition,
<PAGE> 7
CUSIP No. 893735 10 0
subject to certain conditions, the holders of not less than 30% of the Common
Stock covered by the Registration Rights Agreement ("Registrable Securities")
may require the Issuer on not more than two occasions to file a registration
statement under the Act with respect to such Registrable Securities.
Furthermore, API may require the Issuer on one occasion to file a registration
statement under the Act with respect to the shares of Common Stock purchased by
API in connection with the IPO. Subject to certain conditions, the holders of at
least 15% of the Registrable Securities have the right to require the Issuer to
file an unlimited number of registration statements on Form S-3, provided that
such right is not exercised more than once during any consecutive twelve-month
period.
The description of the Registration Rights Agreement is qualified in its
entirety by reference to such agreement, a copy of which is set forth as
Exhibits 99.9 and 99.10 hereto.
Other than the Registration Rights Agreement, the Class D Preferred
Stock Purchase Agreement, the Class E Preferred Stock Purchase Agreement, the
Class F Preferred Stock Purchase Agreement, and as described herein, there are
no contracts, arrangements, understandings or relationships between or among
API, Pharma, and/or Aventis and any other person with respect to any securities
of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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99.1 Information concerning directors and executive officers of API and
Pharma.
99.2 Information concerning members of the Supervisory Board and Management
Board of Aventis.
99.3 Agreement to File Jointly dated December 22, 1999, by and between API
and Pharma.
99.4 Class D Preferred Stock Purchase Agreement, dated May 18, 1994, by and
among the Issuer and API.
99.5 Class E Preferred Stock Purchase Agreement, dated March 1, 1995, by
and among the Issuer and API.
99.6 Class F Preferred Stock Purchase Agreement, dated October 26, 1995, by
and among the Issuer and certain Purchasers named therein.
99.7 Amended and Restated License Agreement, dated March 1, 1995, by and
between API and the Issuer.
99.8 License Agreement, dated March 1, 1995, by and between API and the
Issuer.
99.9 Amended and Restated Registration Rights Agreement, dated November 3,
1993 and amended on May 13, 1994, March 1, 1995, October 26, 1995,
July 10, 1996 and August 7, 1996, by and among the Issuer and certain
holders of the Issuer's Preferred Stock named therein.
99.10 Fifth Amendment to Registration Rights Agreement dated October 1, 1996
by and among the Issuer and certain holders of the Issuer's Preferred
Stock named therein.
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CUSIP No. 893735 10 0
SIGNATURES
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.
AVENTIS PHARMACEUTICALS INC.
Date: December 22, 1999 By: /s/ Rebecca R. Tilden
Rebecca R. Tilden
Vice President and Secretary
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.
HMR PHARMA, INC.
Date: December 22, 1999 By: /s/ Rebecca R. Tilden
Vice President and Assistant Secretary
<PAGE> 9
CUSIP No. 893735 10 0
EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ------------ ---------
99.1 Information concerning directors and
executive officers of API and Pharma
(to be filed by amendment).
99.2 Information concerning members of the Supervisory
Board and Management Board of Aventis
(to be filed by amendment).
99.3 Agreement to File Jointly dated December 22, 10
1999, by and between API and Pharma.
99.4 Class D Preferred Stock Purchase Agreement,
dated May 18, 1994, by and between the Issuer
and API (incorporated by reference from
Exhibit 10.6 to Amendment No. 5 to the
Registration Statement on Form S-1 of the
Issuer filed with the Securities and Exchange
Commission (the "Commission") on October 15,
1996 (the "Registration Statement")).
99.5 Class E Preferred Stock Purchase Agreement,
dated March 1, 1995, by and between the Issuer
and API (incorporated by reference from Exhibit
10.7 to Amendment No. 5 to the
Registration Statement).
99.6 Class F Preferred Stock Purchase Agreement,
dated October 26, 1995, by and among the
Issuer and certain Purchasers named therein
(incorporated by reference from Exhibit 10.8
to Amendment No. 5 to the Registration
Statement).
99.7 Amended and Restated License Agreement,
dated March 1, 1995, by and
between API and the Issuer (incorporated
by reference from Exhibit 10.33 to Amendment
No. 5 to the Registration Statement).
99.8 License Agreement, dated March 1, 1995, by
and between API and the Issuer (incorporated
by reference from Exhibit 10.34 to Amendment
No. 5 to the Registration Statement).
99.9 Amended and Restated Registration Rights
Agreement, dated November 3, 1993 and amended
on May 13, 1994, March 1, 1995, October 26,
1995, July 10, 1996 and August 7, 1996, by
and among the Issuer and certain holders of
the Issuer's Preferred Stock named therein
(incorporated by reference from Exhibit 10.11
to Amendment No. 5 to the Registration
Statement).
99.10 Fifth Amendment to Registration Rights
Agreement dated October 1, 1996 by and among
the Issuer and certain holders of the
Issuer's Preferred Stock named therein
(incorporated by reference from Exhibit 10.36
to Amendment No. 5 to the Registration
Statement).
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CUSIP No. 893735 10 0
EXHIBIT 99.3
AGREEMENT TO FILE JOINTLY
We, the undersigned, hereby express our agreement that the attached
Schedule 13D is filed on behalf of each of us.
AVENTIS PHARMACEUTICALS INC.
Date: December 22, 1999 By: /s/ Rebecca R. Tilden
Rebecca R. Tilden
Vice President and Secretary
HMR PHARMA, INC.
Date: December 22, 1999 By: /s/ Rebecca R. Tilden
Vice President and Assistant Secretary
