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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
SUGEN, INC.
(Name of Issuer)
SUGEN, INC. COMMON STOCK
(Title of Class of Securities)
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865041107
(Cusip Number)
Glen Engelmann
Zeneca Inc.
1800 Concord Pike
Wilmington, DE 19897
Tel. (302) 886-3000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
August 31, 1999
(Date of Event which Requires Filing of this Statement)
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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 filing this schedule because of Rule 13d-1(e), 13d-1(f) or
13d-1(g), check the following box: [ ]
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SCHEDULE 13D
CUSIP No. 865041107 Page 2 of 4 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Zeneca Limited 51-0353514
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH 0
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
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Zeneca Limited, an English corporation ("Zeneca"), hereby amends and
supplements its Report on Schedule 13D, originally filed on October 21, 1994 (as
amended by Amendment No. 1 thereto filed on January 20, 1995 and Amendment No. 2
thereto filed on June 16, 1999, the "Schedule 13D") with respect to the purchase
of shares of Common Stock (the "Common Stock") of Sugen Inc. (the "Issuer").
Unless otherwise indicated, each capitalized term used but not defined herein
shall have the meaning assigned to such term in the Schedule 13D.
This Amendment No. 3 to the Schedule 13D is filed in accordance with Rule
13d-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
by Zeneca. It shall refer only to the information that has materially changed
since the filing of the Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is amended by inserting the following at the end
thereof:
"The Merger was consummated on August 31, 1999 after the requisite
shareholder approval was obtained. This resulted in the exchange of all Common
Shares (including all shares owned by Zeneca) for shares of Parent."
Item 5. Interest in Securities of the Issuer.
Item 5(e) of the Schedule 13D is amended and restated as follows:
"(e) On August 31, 1999, Zeneca ceased to be the beneficial owner of more
than five percent of the Common Shares."
Page 3 0f 4
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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.
September 1, 1999
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(Date)
/s/ Jane Juniper
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(Signature)
Authorized Signatory
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(Name/Title)
Page 4 0f 4
