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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 4, 2000
PAINEWEBBER R&D PARTNERS II, L.P.
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(Exact Name of Registrant as Specified in Charter)
Delaware 33-14582 13-3437420
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
1285 Avenue of the Americas, New York, New York 10019
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (212) 713-2000
(Not Applicable)
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(Former Name or Former Address, if Changed Since Last Report)
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PAINEWEBBER R&D PARTNERS II, L.P.
Item 5.
As previously disclosed by the Registrant, on February 17, 2000, the
Registrant had entered into an Amended and Restated Contractual Payment
Interests Purchase Agreement with Drug Royalty USA, Inc., a Nevada corporation
("DR"), whom the Registrant has been advised is an affiliate of Drug Royalty
Corporation, Inc. (the "Initial DR Purchase Agreement") for the sale of 7 Class
A and 37 Class C Centocor Partners III, L.P. Contractual Payment Interests (the
"CPI's") paid by Centocor, Inc. ("Centocor") relating primarily to the sale of
ReoPro (a dual receptor glycoprotein IIB/IIIA therapeutic manufactured by
Centocor) for an aggregate purchase price of $14,722,400, subject to adjustment.
On April 4, 2000 the Registrant entered into a First Amendment to the Initial DR
Purchase Agreement (the "Amended DR Purchase Agreement"). Subject to the terms
and conditions contained in the Amended DR Purchase Agreement, the Registrant
agreed to sell to DR 7 Class A and 39 Class C CPI's for an aggregate purchase
price of $15,444,800, subject to adjustment, which is the same per CPI purchase
price as set out in the Initial DR Purchase Agreement. The sale is subject to
the fulfillment of certain conditions, including the consent of Centocor, the
approval of the limited partners of the Registrant in accordance with the terms
of the Registrant's Partnership Agreement, and the consummation of the Amended
Pharma Purchase Agreement (as defined below). The Amended DR Purchase Agreement
may be terminated by the Registrant or DR if the closing of the sale under the
DR Purchase Agreement does not occur prior to July 15, 2000.
As previously disclosed by the Registrant, on February 17, 2000, the
Registrant had entered into an agreement (the "Initial Pharma Purchaser Purchase
Agreement") with Pharmaceutical Partners, LLC, a Delaware limited liability
company and certain of its affiliates (the "Pharma Purchaser") for the sale of 4
Class A and 19 Class C CPI's for an aggregate purchase price of $7,638,800,
subject to adjustment and to distribute to the Pharma Purchaser, as the owners
of approximately 28% of the Registrant's units of limited partnership interests,
an additional 4 Class A and 22 Class C CPI's, representing the Pharma
Purchaser's pro rata limited partnership interest in the CPI's the Registrant
had made available to sell at that time. On April 5, 2000 the Registrant entered
into an Amended and Restated Contractual Payment Interest Purchase Agreement
(the "Amended Pharma Purchase Agreement") with the Pharma Purchaser which
agreement supersedes the Initial Pharma Purchaser Purchase Agreement. Subject to
the terms and conditions contained in the Amended Pharma Purchase Agreement, the
Registrant agreed to sell to the Pharma Purchaser 8.75 Class A and 40.75 Class C
CPI's for an aggregate purchase price of $16,416,400, subject to adjustment,
which is the same per CPI purchase price as set out in the Amended DR Purchase
Agreement, and to distribute to the Pharma Purchaser, as the owners of
approximately 28% of the Registrant's units of limited partnership interest, an
additional 6.25 Class A and 31.25 Class C CPI's, representing the Pharma
Purchaser's pro rata limited partnership interest in the CPI's that the
Registrant has made available to sell. The sale and distribution are
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subject to the fulfillment of certain conditions, including the consent of
Centocor, the approval of the limited partners of the Registrant in accordance
with the terms of the Registrant's Partnership Agreement, the sale by certain
affiliates of the general partner of the Registrant to the Pharma Purchaser of
certain royalty streams payable by Centocor with respect to the sale of ReoPro
on substantially the same terms as the sales to the Pharma Purchaser and DR and
the consummation of the Amended DR Purchase Agreement. The Amended Pharma
Purchase Agreement may be terminated by the Registrant or the Pharma Purchaser
if the closing of the transactions thereunder do not occur prior to July 15,
2000.
The Registrant currently owns 22 Class A and 111 Class C CPI's and,
assuming the sales contemplated by the DR Purchase Agreement and the Pharma
Purchase Agreement are consummated, the Registrant will (i) have sold all of its
CPI's; (ii) be terminated pursuant to the terms of its Partnership Agreement;
(iii) be wound up; (iv) terminate its registration under the Securities Act of
1934; and (v) terminate its existence under Delaware law.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PAINEWEBBER R&D PARTNERS II, L.P.
(Registrant)
By: PaineWebber Technologies II, L.P.
(General Partner)
By: PWDC Holding Company
(General Partner of the General Partner)
By: /s/ Dhananjay Pai
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Dhananjay Pai
Date: April 5, 2000
