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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
PAINEWEBBER R&D PARTNERS II, L.P.
(Name of subject company)
BIOROYALTIES, L.L.C.
PHARMACEUTICAL ROYALTIES, L.L.C.
PHARMACEUTICAL ROYALTY INVESTMENTS LTD.
(Bidder)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of class of securities)
695922 20 3
(CUSIP Number)
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PABLO LEGORRETA, DAVE MADDEN
BIOROYALTIES, L.L.C.
70 E. 55th St., 23rd Floor
New York, NY 10022
(800) 600-1450
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COPIES TO:
F. GEORGE DAVITT, ESQ.
TESTA, HURWITZ & THIBEAULT, LLP
HIGH STREET TOWER
125 HIGH STREET
BOSTON, MA 02110
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This Amendment No. 1 amends and supplements the Tender Offer Statement
on Schedule 14D-1 filed by BioRoyalties, L.L.C., a Delaware limited liability
company (the "Purchaser"), on behalf of Pharmaceutical Royalties, L.L.C, a
Delaware limited liability company, and Pharmaceutical Royalty Investments
Ltd., a Bermuda company (collectively the "Funds"), relating to the offer by
Purchaser to purchase outstanding Units of Limited Partnership Interest (the
"Units"), of PaineWebber R&D Partners II, L.P. (the "Partnership"), a
Delaware limited partnership, at $3,650 per Unit, net to the seller in cash,
on the terms and subject to the conditions set forth in the Offer to
Purchase, dated August 15, 1997 (the "Offer to Purchase"), and in the related
Letter of Transmittal and any amendments or supplements thereto, copies of
which are attached hereto as Exhibits (a)(1) and (a)(2), respectively (which
collectively constitute the "Offer").
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
Item 11 is hereby amended as follows:
(a)(4) Letter from BioRoyalties, L.L.C. dated August 22, 1997
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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.
Dated: August 22, 1997 BIOROYALTIES, L.L.C.
By: /s/ David Madden
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Title: Managing Member of Pharmaceutical
Partners, L.L.C., the Manager
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PHARMACEUTICAL ROYALTIES, L.L.C.
By: /s/ Pablo Legorreta
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Title: Managing Member of Pharmaceutical
Partners, L.L.C., the Manager
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PHARMACEUTICAL ROYALTY
INVESTMENTS LTD.
By: /s/ Pablo Legorreta
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Title: Managing Member of Pharmaceutical
Partners, L.L.C., the Manager
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2
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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(a)(4) Letter from BioRoyalties, L.L.C.
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Exhibit (a)(4)
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August 22, 1997
To Holders of Units of Limited Partnership
Interest in PaineWebber R&D Partners II, L.P.:
By now you may have received a letter from PaineWebber Development Corporation
("PaineWebber") recommending that you refrain from selling your Units in
PaineWebber R&D Partners II, L.P. to BioRoyalties, L.L.C. PaineWebber states
that the reason for this recommendation is that the $3,650 price per Unit
offered by BioRoyalties is financially inadequate, and that it believes the fair
value of a Unit is between $5,555 and $6,955. BioRoyalties disagrees with
PaineWebber's valuation, and believes that the following considerations are
relevant to your decision whether to sell.
- - PAINEWEBBER'S VALUATION IS NOT AN OFFER. PaineWebber's valuation is an
estimate based on assumptions that have not been made available to you or
BioRoyalties and that may or may not prove to be true. PaineWebber is not
assuming any risk of loss if the assumptions prove to be wrong. IN ITS
RECOMMENDATION, PAINEWEBBER STATES THAT "...[IT] AND THE PARTNERSHIP ARE
UNABLE TO PROVIDE ANY ASSURANCE THAT THE ACTUAL VALUE THAT MAY BE REALIZED
BY THE PARTNERSHIP OR ANY LIMITED PARTNER WOULD BE AS INDICATED BY SUCH
RANGE OF VALUES."
- - ADDITIONAL TEN-YEAR HOLDING PERIOD. It has been ten years since you
invested in the Partnership, if you purchased Units in the original
offering. Accepting PaineWebber's recommendation not to sell may require
that you hold your investment (or future in-kind distributions therefrom)
for an additional ten years -- the period of time for which ReoPro
royalties are payable - in order to realize PaineWebber's $5,555 to $6,965
estimate of current value.
- - PREMIUM TO HISTORICAL PRICES. The Purchase Price of $3,650 is 46% higher
than the most recent and highest selling price ($2,500 per Unit, less
commissions of up to 8.75%) of a Unit traded on the Chicago Partnership
Board or in any other secondary market transaction of which BioRoyalties is
aware. According to PaineWebber, "[t]he Units are illiquid, so there is no
efficient trading market for the Units [and] the prices that may be
realized by a seller in such market have historically been and may be lower
than the price [BioRoyalties] is offering."
- - PLANNED LIQUIDATION/CENTOCOR LITIGATION SETTLEMENT. In its recommendation,
PaineWebber states that "...[it] is in the process of winding-up [the
Partnership's] operations, which it anticipates will be completed within
the next several years, and that the Limited Partners should receive
substantial value in connection therewith, including pro rata distributions
of the proceeds of the proposed settlement of the Centocor Litigation,
which distribution may be in cash or other property." PaineWebber does not
specify the timing, nature or size of any distribution that will be
received by you pursuant to a proposed winding up of the Partnership's
operations. In addition to revised payments based on the sales of ReoPro
over the next 10 years, the proposed settlement of the Centocor Litigation
would result in one-time cash payments of approximately $795 per Unit
(approximately $420 in 1997, $280 in 1998, and $95 if and when ReoPro is
approved for marketing in Japan).
As a result of these considerations, as well as those outlined in greater detail
in the Offer to Purchase, any Holder who desires liquidity in his or her
investment in the Partnership may wish to consider selling his or her Units
pursuant to the Offer. Please feel free to call either The Herman Group
((800) 243-3399) or BioRoyalties ((800) 600-1450) with any questions you might
have.
Very truly yours,
BioRoyalties, L.L.C.
