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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Pharmacia Corporation
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(Name of Issuer)
Common Stock, Par Value $2 Per Share
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(Title of Class of Securities)
6116621
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(CUSIP Number)
Don W. Schmitz
Vice President, Associate General
Counsel and Corporate Secretary
Pharmacia Corporation
100 Route 206 North
Peapack, New Jersey 07977
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
March 31, 2000
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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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box |_|.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
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CUSIP NO. 6116621 PAGE 2 OF 9 PAGES
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1 NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Pharmacia & Upjohn, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
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5 CHECK 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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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY ---------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON -0-
WITH ---------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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CUSIP Number: 6116621 Page 3 of 9
Pharmacia & Upjohn, a Delaware corporation ("P&U Inc.") hereby amends
the report on Schedule 13D (the "Original Schedule 13D") filed by P&U Inc. on
December 29, 1999, with respect to shares of Common Stock, par value $2 per
share (the "Shares"), of Pharmacia Corporation ("PHA")(formerly Monsanto
Company, a Delaware corporation), beneficially owned by P&U Inc. Capitalized
terms used but not defined herein shall have the meaning attributed to such
terms in the Original Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 of the Original Schedule 13D is amended to include the
following:
This statement is being filed by P&U Inc.
The principal business address of each of P&U Inc. and PHA is 100 Route
206 North, Peapack, New Jersey 07977.
P&U Inc. is a direct wholly owned subsidiary of PHA. The principal
business of each of P&U, Inc. and PHA is the development, production, marketing
and sale of pharmaceutical products. In addition, PHA has one of the world's
leading fully integrated agricultural businesses.
The name, residence or business address, present principal occupation
or employment, and the citizenship of each director and executive officer of (i)
P&U Inc. is set forth in Schedule I hereto and incorporated herein by reference.
None of the P&U, Inc., or to the best knowledge and belief of the P&U,
Inc., any of the individuals listed in Schedule I has, during the past five
years, been convicted in any criminal proceeding (excluding traffic violations
or similar misdemeanors) or 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.
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CUSIP Number: 6116621 Page 4 of 9
This Item 2 is qualified in its entirety by reference to Schedule I
which is incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Original Schedule 13D is amended in its entirety as
follows:
(a)-(d) None of P&U Inc., or to the best knowledge and belief of the
P&U Inc., any of the individuals listed in Schedule I, beneficially owns any
Shares other than as set forth herein or as listed on Schedule II hereto.
(e) On December 19, 1999, P&U Inc. and PHA entered into a stock option
agreement (the "Stock Option Agreement") granting PHA an option to purchase up
to 94,774,810 shares of common stock of Monsanto (the "Option"). On March 31,
2000 at 4:02 p.m. (the "Effective Time"), pursuant to the terms of the Agreement
and Plan of Merger, dated as of December 11, 1999, by and among P&U Inc., PHA
and MP Sub, Incorporated, a Delaware corporation and direct wholly owned
subsidiary of PHA ("MP Sub"), or amended as of February 18, 2000, MP Sub merged
(the "Merger") with and into P&U Inc. as a result of which P&U Inc. became a
wholly owned subsidiary of PHA. Because the Option terminated on the terms at
the Effective Time, P&U Inc. is not the beneficial owner of more than five
percent of the Shares reported in the Original 13D.
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CUSIP Number: 6116621 Page 5 of 9
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Dated: April 10, 2000
PHARMACIA & UPJOHN, INC.
By: /s/ Don W. Schmitz
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Name: Don W. Schmitz
Title: Secretary
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CUSIP Number: 6116621 Page 6 of 9
SCHEDULE I
Name, Business Address, Principal Occupation or Employment and
Citizenship of all Directors and Executive Officers of Pharmacia & Upjohn, Inc.:
Board of Directors:
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Fred Hassan
President and Chief Executive Officer, Pharmacia & Upjohn, Inc.
100 Route 206 North
Peapack, NJ 07977
Citizenship: United States
Christopher J. Coughlin
Executive Vice President
100 Route 206 North
Peapack, NJ 07977
Citizenship: United States
Richard T. Collier
Senior Vice President and Assistant Secretary
100 Route 206 North
Peapack, NJ 07977
Citizenship: United States
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CUSIP Number: 6116621 Page 7 of 9
Executive Officers:
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Fred Hassan
President and Chief Executive Officer
100 Route 206 North
Peapack, NJ 07977
Citizenship: United States
Goran A. Ando, M.D.
Executive Vice President
100 Route 206 North
Peapack, NJ 07977
Citizenship: Sweden
Christopher J. Coughlin
Executive Vice President
100 Route 206 North
Peapack, NJ 07977
Citizenship: United States
Michael DuBois
Senior Vice President
100 Route 206 North
Peapack, NJ 07977
Citizenship: United States
Robert G. Thompson
Senior Vice President
100 Route 206 North
Peapack, NJ 07977
Citizenship: United States
Alexandra Van Horne
Senior Vice President
100 Route 206 North
Peapack, NJ 07977
Citizenship: France
Dan W. Schmitz
Vice President and Secretary
100 Route 206 North
Peapack, NJ 07977
Citizenship: United States
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CUSIP Number: 6116621 Page 8 of 9
Richard T. Collier
Senior Vice President and Assistant Secretary
100 Route 206 North
Peapack, NJ 07977
Citizenship: United States
Mats Pettersson
Senior Vice President
100 Route 206 North
Peapack, NJ 07977
Citizenship: Sweden
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CUSIP Number: 6116621 Page 9 of 9
SCHEDULE II
Fred Hassan, the Chief Executive Officer of each of PHA and PNU Inc., may be
deemed to be the beneficial owner of 4,400 shares of the common stock of PHA
that are beneficially owned by his spouse. These shares were purchased more than
60 days prior to the date of filing of the Original Schedule 13D. Mr. Hassan
disclaims beneficial ownership of such Shares.
