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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. _)
SHIRE PHARMACEUTICALS GROUP plc
(Name of Issuer)
Ordinary Shares, nominal value 5p
(Title of Class of Securities)
82481R106*
(CUSIP Number)
December 23, 1999
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The CUSIP number provided is assigned the American
Depository Shares ("ADSs") representing the Ordinary Shares of
the Issuer. The positions reported herein by the Reporting
Persons are held in the form of ADSs.
Page 1 of 7
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CUSIP No. 82481R106 SCHEDULE 13G Page 2 of 7
1 Name Of Reporting Person YAMANOUCHI PHARMACEUTICAL CO., LTD.
IRS Identification No. Of Above Person 13-2971791
2 Check The Appropriate Box If A Member Of A Group (a) [x]
(b) [ ]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization Japan
5 Sole Voting Power -0-
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6 Shared Voting Power
15,791,706 Ordinary Shares (represented by
5,263,902 ADSs)
7 Sole Dispositive Power -0-
8 Shared Dispositive Power
15,791,706 Ordinary Shares (represented by
5,263,902 ADSs)
9 Aggregate Amount Beneficially Owned By Each Reporting Person
15,791,706 Ordinary Shares (represented by 5,263,902 ADSs)
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares [ ]
11 Percent Of Class Represented By Amount In Row 9 6.5%
12 Type Of Reporting Person HC
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CUSIP No. 82481R106 SCHEDULE 13G Page 3 of 7
1 Name Of Reporting Person YAMANOUCHI GROUP HOLDING, INC.
IRS Identification No. Of Above Person 94-3091443
2 Check The Appropriate Box If A Member Of A Group (a) [x]
(b) [ ]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization Delaware
5 Sole Voting Power -0-
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
6 Shared Voting Power
15,791,706 Ordinary Shares (represented by
5,263,902 ADSs)
7 Sole Dispositive Power -0-
8 Shared Dispositive Power
15,791,706 Ordinary Shares (represented by
5,263,902 ADSs)
9 Aggregate Amount Beneficially Owned By Each Reporting Person
15,791,706 Ordinary Shares (represented by 5,263,902 ADSs)
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9 6.5%
12 Type Of Reporting Person CO
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CUSIP No. 82481R106 SCHEDULE 13G Page 4 of 7
Item 1(a). Name of Issuer.
Shire Pharmaceuticals Group plc (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices.
East Anton
Andover, Hampshire
SP10 5RG England
Item 2(a). Names of Persons Filing.
Reference is made to Item 1 of each of the cover pages of
this Schedule, which Items are incorporated by reference herein.
Item 2(b). Address of Principal Business Office or, if none,
Residence.
The address of the principal business office of
Yamanouchi Pharmaceutical Co., Ltd. ("YPCL") is 3-11, Nihonbashi
Honcho 2-Chome, Chuo-ku, Tokyo 103-8411, Japan. The address of
the principal business office of Yamanouchi Group Holding, Inc.
("YGHI") is 4747 Willow Road, Pleasanton, California 94588-2740.
Item 2(c). Citizenship.
Reference is made to Item 4 of each of the cover pages of
this Schedule, which Items are incorporated by reference herein.
Item 2(d). Title of Class of Securities.
Ordinary Shares, nominal value 5p ("Ordinary Shares").
Item 2(e). CUSIP Number.
82481R106 (American Depository Shares)
Item 3. Type of Reporting Person.
If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
Inapplicable.
If this statement is filed pursuant to Rule 13d-1(c),
check this Box. [x]
Item 4. Ownership.
Reference is made to Items 5-9 and 11 of each of the
cover pages to this Schedule, which Items are incorporated by
reference herein. By virtue of a merger effective as of December
23, 1999 whereby Roberts Pharmaceutical Corporation was merged
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CUSIP No. 82481R106 SCHEDULE 13G Page 5 of 7
with a subsidiary of the Issuer, YGHI owns 5,263,902 American
Depository Shares ("ADSs"), which represent 15,791,706 Ordinary
Shares. (Each ADS represents three Ordinary Shares.) As the
parent of YGHI, YPCL is also the beneficial owner of such ADSs
and Ordinary Shares. According to a press release issued by the
Issuer, there were 244,508,268 Shares issued and outstanding
immediately after the merger. Accordingly, YPCL and YGHI
beneficially own 6.5% of the Ordinary Shares.
Item 5. Ownership of Five Percent or Less of a Class.
Inapplicable.
Item 6. Ownership of More Than Five Percent on Behalf of Another
Person.
Inapplicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company.
Inapplicable.
Item 8. Identification and Classification of Members of the
Group.
Inapplicable.
Item 9. Notice of Dissolution of Group.
Inapplicable.
Item 10. Certification.
By signing below, we certify that, to the best of our
knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the Issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose
or effect.
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CUSIP No. 82481R106 SCHEDULE 13G Page 6 of 7
Signature
After reasonable inquiry and to the best of our knowledge
and belief, the undersigned certify that the information set
forth in this statement is true, complete and correct.
DATED: January 5, 2000.
YAMANOUCHI PHARMACEUTICAL CO., LTD.
By: /s/ Kaoru Kimura
____________________________
Name: Kaoru Kimura
Title: Managing Director
YAMANOUCHI GROUP HOLDING INC.
By: /s/Jiro Ichinaka
_____________________________
Name: Jiro Ichinaka
Title: Chief Executive Officer
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CUSIP No. 82481R106 SCHEDULE 13G Page 7 of 7
EXHIBIT A
JOINT FILING UNDERTAKING
The undersigned, being duly authorized thereunto, hereby
execute this agreement as an exhibit to this Schedule 13G to
evidence the agreement of the below-named parties, in accordance
with rules promulgated pursuant to the Securities Exchange Act of
1934, to file this Schedule and any subsequent amendment jointly
on behalf of each of such parties.
DATED: January 5, 2000.
YAMANOUCHI PHARMACEUTICAL CO., LTD.
By: /s/ Kaoru Kimura
____________________________
Name: Kaoru Kimura
Title: Managing Director
YAMANOUCHI GROUP HOLDING INC.
By: /s/Jiro Ichinaka
_____________________________
Name: Jiro Ichinaka
Title: Chief Executive Officer
