<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
FINAL AMENDMENT
PAINEWEBBER R&D PARTNERS II, L.P.
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(Name of subject company)
PHARMAINVEST, L.L.C.
PHARMACEUTICAL ROYALTIES, L.L.C.
PHARMACEUTICAL ROYALTY INVESTMENTS LTD.
PHARMACEUTICAL PARTNERS, L.L.C.
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(Bidders)
UNITS OF LIMITED PARTNERSHIP INTEREST
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(Title of class of securities)
695922 20 3
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(CUSIP Number)
PABLO LEGORRETA, DAVE MADDEN
PHARMAINVEST, 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 Final Amendment amends and supplements the Tender Offer Statement on
Schedule 14D-1, as amended, filed by PharmaInvest, 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"), and on behalf of
Pharmaceutical Partners, L.L.C., a Delaware limited liability company and the
sole member of the Purchaser, relating to the offer by Purchaser to purchase
outstanding units of limited partnership (the "Units") of PaineWebber R&D
Partners II, L.P. (the "Partnership"), a Delaware limited partnership, at $6,000
per Unit, net to the seller in cash, without interest thereon, on the terms and
subject to the conditions set forth in the Offer to Purchase, dated March 3,
1999 (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), (a) (2) and (a) (5), respectively (which collectively
constitute the "Offer").
The Offer expired at 12:00 midnight (Eastern Standard Time) on March 31,
1999.
At the time of expiration, 700.5 Units had been tendered and not withdrawn.
The Purchaser will promptly pay for all Units which were validly tendered in the
Offer. The purchase of such Units is subject to final documentation and, as of
the date hereof, the Purchaser has not acquired such Units.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended as follows:
(a) (6) Press Release dated April 5, 1999.
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SIGNATURES
After due 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: April 6, 1999
PHARMAINVEST, L.L.C.
By: /s/ Pablo Legorreta
-------------------------------------
Name: Pablo Legorreta
Title: Managing Member of Pharmaceutical
Partners, L.L.C., the Manager
PHARMACEUTICAL ROYALTIES, L.L.C.
By: /s/ Pablo Legorreta
-------------------------------------
Name: Pablo Legorreta
Title: Managing Member of Pharmaceutical
Partners, L.L.C., the Manager
PHARMACEUTICAL ROYALTY INVESTMENTS LTD.
By: /s/ David Madden
-------------------------------------
Name: David Madden
Title: Managing Member of Pharmaceutical
Partners, L.L.C., the Manager
PHARMACEUTICAL PARTNERS, L.L.C.
By: /s/ David Madden
-------------------------------------
Name: David Madden
Title: Managing Member
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
<S> <C>
(a)(6) Press Release dated April 5, 1999
</TABLE>
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TENDER OFFER OF PHARMAINVEST, L.L.C. EXPIRES
NEW YORK, NY (Business Wire) - Apr. 5, 1999 - The tender offer of
PharmaInvest, L.L.C. to purchase up to 3,000 of the outstanding units of limited
partnership interest (the "Units") of PaineWebber R&D Partners II, L.P. for
$6,000 per Unit expired at 12:00 Midnight, (Eastern Standard Time), on March 31,
1999. At the time of expiration, 700.5 Units had been tendered and not
withdrawn. PharmaInvest will promptly pay for all Units which were validly
tendered in the offer.
For additional information, contact MacKenzie Partners, Inc., the
Information Agent or PharmaInvest, L.L.C., the Purchaser.
CONTACT: MacKenzie Partners, Inc.
Larry Dennedy
Bob Marese
(800) 322-2885
PharmaInvest, L.L.C.
Mike Herman
(800) 600-1450
