SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 4)
BIOCHEM PHARMA INC.
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(Name of Issuer)
Common Shares, Without Par Value
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(Title of Class of Securities)
09058T 10 8
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(CUSIP Number)
Stephen Cowden
Glaxo Wellcome plc
Glaxo Wellcome House, Berkeley Avenue,
Greenford, Middlesex Ub6 0NN, England
011-44-171-408-8706
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
with copies to:
Rhett Brandon
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, NY 10017-3954
212-455-2000
July 19, 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 that is the subject of this Schedule 13D, and is
<PAGE>
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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
Rule 13d-7(b) 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).
Page 2 of 12 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 09058T 10 8 Page 3 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Glaxo Wellcome plc
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
Joint Filing
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
England
NUMBER OF 7 SOLE VOTING POWER
SHARES 5,316,908 Shares
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH Not applicable
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 5,316,908 Shares
10 SHARED DISPOSITIVE POWER
Not applicable
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,316,908 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3 %
14 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 09058T 10 8 Page 4 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Glaxo Group Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
Joint Filing
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
England
NUMBER OF 7 SOLE VOTING POWER
SHARES 5,316,908 Shares
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH Not applicable
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 5,316,908 Shares
10 SHARED DISPOSITIVE POWER
Not applicable
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,316,908 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3 %
14 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 09058T 10 8 Page 5 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Glaxo Wellcome International BV
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
Joint Filing
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
NUMBER OF 7 SOLE VOTING POWER
SHARES 5,316,908 Shares
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH Not applicable
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 5,316,908 Shares
10 SHARED DISPOSITIVE POWER
Not applicable
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,316,908 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3 %
14 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 09058T 10 8 Page 6 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Glaxo Wellcome Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
Joint Filing
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
NUMBER OF 7 SOLE VOTING POWER
SHARES 5,316,908 Shares
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH Not applicable
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 5,316,908 Shares
10 SHARED DISPOSITIVE POWER
Not applicable
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,316,908 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3 %
14 TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
This statement on Schedule 13D relates to the common shares,
without par value (the "Common Stock") of BioChem Pharma, Inc., an Ontario
corporation ("BioChem"). This statement on Schedule 13D constitutes
Amendment No. 4 to the Schedule 13D, as amended and supplemented (the
"Schedule 13D"), originally filed with the Commission by Glaxo Wellcome Inc.
(formerly known as "Glaxo Canada Inc."), an Ontario corporation, on August 5,
1991, and it amends and supplements the Schedule 13D to include the
information set forth herein. Capitalized terms not defined herein have the
meanings given to such terms in the prior statement on Amendment No. 3 to
Schedule 13D ("Amendment No. 3") jointly filed with the Commission on June
18, 1999 by (i) Glaxo Wellcome Inc., (ii) Glaxo Wellcome International BV,
(iii) Glaxo Group Limited and (iv) Glaxo Wellcome plc (each, a "Glaxo
Reporting Person").
Information contained herein with respect to each Glaxo Reporting
Person is given solely by such Glaxo Reporting Person and no Glaxo Reporting
Person has the responsibility for the accuracy or completeness of information
supplied by another Glaxo Reporting Person. The agreement among the Glaxo
Reporting Persons relating to the joint filing of this Schedule 13D was
previously filed with and attached as Exhibit 1 to Amendment No. 3.
The information set forth in the Exhibits referred to herein is
hereby expressly incorporated herein by reference and the response to each
item of this statement is qualified in its entirety by the provisions of such
Exhibits.
Item 4. Purpose of Transaction
The information contained in Item 4 of the Schedule 13D is hereby
amended and supplemented by the following information.
On July 19, 1999, BioChem received the majority approval of its
shareholders (excluding Glaxo Wellcome Inc.) for the purchase of 8,000,000
shares of BioChem Common Stock (the "Vendor Shares") from Glaxo Wellcome Inc.
at a price of US$20 per share. Pursuant to the Share Purchase Agreement,
dated as of June 11, 1999, between Glaxo Wellcome Inc. and BioChem Pharma
Inc. (the "Share Purchase Agreement"), Glaxo Wellcome Inc. received US$80
million in cash and a US$80 million promissory note payable in January 2001
from BioChem for the Vendor Shares. This sale by Glaxo Wellcome Inc. was
made for investment purposes and was subject to certain conditions which
include, among others, the majority approval of BioChem shareholders
(excluding Glaxo Wellcome Inc.). The Share Purchase Agreement was
previously filed with and attached as Exhibit 2 to Amendment No. 3.
Pursuant to the Share Purchase Agreement, Glaxo Wellcome Inc. has
also agreed not to purchase or dispose of additional shares of BioChem Common
Page 7 of 12 Pages
<PAGE>
Stock before the earliest of (1) December 31, 2000, (2) a Change of Control
Event (as defined in the Share Purchase Agreement) and (3) the date on which
BioChem issues additional shares of BioChem Common Stock with the result that
more than 125,000,000 shares of BioChem Common Stock are issued and
outstanding.
As of May 3, 1999, based upon information set forth in the 1999
Management Proxy Circular of BioChem, there were 108,992,890 shares of Common
Stock of BioChem outstanding. However, on July 19, 1999, BioChem announced
that all of the Vendor Shares had been cancelled upon this repurchase from
Glaxo Wellcome Inc. Consequently, as a result of this transaction, Glaxo
Wellcome plc, Glaxo Group Limited and Glaxo Wellcome International BV may be
deemed to be indirect beneficial owners of 5,316,908 shares of Common Stock
of BioChem held directly by Glaxo Wellcome Inc., which shares represent
approximately 5.3% of the outstanding shares of Common Stock of BioChem.
This Common Stock ownership percentage is based on the assumption that there
will be 100,992,908 shares of Common Stock of Biochem outstanding after this
transaction.
ITEM 5. Interest in Securities of the Issuer.
The information contained in Item 5 of the Schedule 13D is hereby
amended and supplemented by the information set forth above in Item 4, which
is hereby incorporated by reference herein.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The information contained in Item 6 of the Schedule 13D is hereby
amended and supplemented by the information set forth above in Item 4, which
is hereby incorporated by reference herein.
Page 8 of 12 Pages
<PAGE>
ITEM 7. Material to be Filed as Exhibits.
Exhibit 1 -- Joint Filing Agreement among Glaxo Wellcome plc, Glaxo Group
Limited, Glaxo Wellcome International BV and Glaxo Wellcome
Inc. /*/
Exhibit 2 -- Share Purchase Agreement, dated as of June 11, 1999, between
Glaxo Wellcome Inc. and BioChem Pharma Inc. /*/
Exhibit 3 -- Press Release issued by BioChem Pharma Inc., dated July 19,
1999.
/*/ previously filed.
Page 9 of 12 Pages
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SIGNATURE
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.
Date: July 23, 1999
GLAXO WELLCOME PLC
By: /s/ Stephen Cowden
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Name: Stephen Cowden
Title: Company Secretary
Page 10 of 12 Pages
<PAGE>
INDEX TO EXHIBITS
Exhibit 1 -- Joint Filing Agreement among Glaxo Wellcome plc, Glaxo Group
Limited, Glaxo Wellcome International BV and Glaxo Wellcome
Inc. /*/
Exhibit 2 -- Share Purchase Agreement, dated as of June 11, 1999, between
Glaxo Wellcome Inc. and BioChem Pharma Inc. /*/
Exhibit 3 -- Press Release issued by BioChem Pharma Inc., dated July 19,
1999.
/*/ previously filed.
Page 11 of 12 Pages
<PAGE>
EXHIBIT 3 TO SCHEDULE 13D
BioChem Pharma Announces the Completion of its Purchase of 8 Million BioChem
Common Shares from Glaxo Wellcome Inc.
LAVAL, Quebec, July 19 /CNW/ - BioChem Pharma Inc. (NASDAQ: BCHE; ME,
TSE: BCH) announced today that it has completed its purchase for
cancellation of 8 million BioChem common shares held by Glaxo Wellcome at a
price of U.S. $20 per share. The transaction was approved by an overwhelming
majority vote of the BioChem shareholders, excluding Glaxo Wellcome Inc., at
the special meeting of shareholders held earlier today in Montreal.
Payment for these shares is to be made in two stages: U.S. $80 million
was paid today upon the closing of the transaction and the remaining U.S. $80
million will be paid in 18 months. The purchased shares have been cancelled
and, as a result of the transaction, Glaxo Wellcome's holding in BioChem
Pharma has decreased from 12.2% to 5.3% of the Company's reduced outstanding
100.9 million common shares.
Glaxo Wellcome has agreed not to dispose of its remaining holding before
December 31, 2000.
BioChem is an international biopharmaceutical company dedicated to the
research, development and commercialization of innovative products for the
prevention and treatment of human diseases with a focus in the anti-infective
and anticancer areas.
BioChem Pharma news releases and other company information can be found
on the World Wide Web at www.biochempharma.com
For further information: Christine Lennon (investors), (450) 978-7771;
Michele Roy (media), (450) 978-7938; Corporate Communications, BioChem Pharma
Inc., E-mail: [email protected]
Page 12 of 12 Pages
