UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Millennium Pharmaceuticals, Inc.
--------------------------------
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
0005999021
----------
(CUSIP Number)
George J. Lykos
Bayer Corporation
400 Morgan Lane
Westhaven, CT 06516
(203)-812-2401
------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 3, 2000
-------------------------------------------------------
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of this Schedule, including all exhibits. See Rule 240.13d-7 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>
CUSIP No. 0005999021 Page 2 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bayer AG
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany
7 SOLE VOTING POWER
519,480
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 9,395,840
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 519,480
PERSON
WITH 10 SHARED DISPOSITIVE POWER
9,395,840
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,915,320
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.6%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
CUSIP No. 0005999021 Page 3 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Agfa Holding GmbH
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 9,395,840
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
9,395,840
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,395,840
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.0%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
CUSIP No. 0005999021 Page 4 of 9 Pages
Item 1. Security and Issuer.
This Statement relates to shares of common stock, $.001 par
value per share (the "Common Stock"), of Millennium Pharmaceuticals, Inc., a
Delaware corporation (the "Issuer"), which has its principal executive offices
at 238 Main Street, Cambridge, Massachusetts 02139-4815.
Item 2. Identity and Background.
This Statement is being filed by Bayer AG ("Bayer") and Agfa
Holding GmbH ("Agfa"), each a German corporation with its principal offices
located in Leverkusen, Germany. Bayer is a German multinational pharmaceutical
and chemical company. Agfa is an inactive, wholly-owned indirect subsidiary of
Bayer. Information as to the executive officers and directors of Bayer is set
forth in Exhibit A hereto and information as to the executive officers and
directors of Agfa is set forth in Exhibit B hereto.
During the past five years, neither Bayer or Agfa nor, to
Bayer's knowledge, any of the persons listed in Exhibit A nor, to Agfa's
knowledge, any of the persons listed in Exhibit B, has been convicted in a
criminal proceeding (excluding traffic violations and similar misdemeanors).
During the past five years, neither Bayer or Agfa's nor, to Bayer's knowledge,
any of the persons listed in Exhibit A nor, to Agfa's knowledge, any of the
persons listed in Exhibit B, has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The source of funds used by Bayer to purchase the shares of
Common Stock was the working capital of Bayer. Bayer paid $96,600,000.00 to
acquire 9,915,320 shares (as measured following a subsequent 2 for 1 stock
split) of Common Stock (the "Shares"). The source of funds used by Agfa to
purchase the shares of Common Stock was the working capital of Agfa. Agfa paid
Bayer $1,051,159,600 to purchase 9,395,840 shares of Common Stock from Bayer.
Item 4. Purpose of Transaction.
On November 10, 1998 Bayer acquired the Shares pursuant to an
Investment Agreement dated September 22, 1998 between Bayer and the Issuer (the
"Investment Agreement"). Also on September 22, 1998, Bayer and the Issuer
entered into an agreement (the "Collaboration Agreement") pursuant to which
Bayer receives access to key technologies in modern genome research and a flow
of genome-based targets for drug development over a five-year period (which
period could be shortened or lengthened in accordance with the terms of the
Collaboration Agreement) (the "Program Term"). The Issuer has filed a copy of
the Collaboration Agreement with the SEC as an exhibit to its report on Form
10-Q for the quarter ended September 30, 1998. The Investment Agreement has
previously been filed as an Exhibit to this statement on Schedule 13D.
<PAGE>
CUSIP No. 0005999021 Page 5 of 9 Pages
On July 3, 2000, Agfa, a wholly-owned subsidiary of Bayer,
purchased 9,395,840 shares of Common Stock from Bayer. This transfer was made
for internal strategic restructuring purposes of Bayer and represents a change
in the form of ownership of the Shares by Bayer. Pursuant to an Assignment and
Assumption Agreement, Bayer assigned to Agfa, and Agfa assumed, the rights and
obligations under the Investment Agreement and a Registration Rights Agreement
described in Item 6 below.
Bayer and Agfa acquired the Shares for investment purposes.
Bayer's and Agfa's right to sell the Shares and to acquire additional shares of
Common Stock is limited by the Investment Agreement (see Item 6 below). Subject
to the Investment Agreement, Bayer and Agfa intend to review their investment in
the Issuer on a continuing basis and, depending on various factors, including
the Issuer's business, affairs and financial position, other developments
concerning the Issuer, the price level of the Common Stock, conditions in the
securities markets and general economic and industry conditions, as well as
other investment opportunities available to Bayer, may in the future take such
actions with respect to their investment in the Issuer as they deems appropriate
in light of the circumstances existing from time to time. Such actions may
include the purchase of additional shares of Common Stock in the open market, in
privately negotiated transactions or otherwise, or the sale at any time of all
or a portion of the Shares or other shares of Common Stock hereafter acquired by
Bayer and Agfa to one or more purchasers.
Pursuant to the Investment Agreement and subject to the
limitations described therein, Bayer has the right during the Program Term to
have a representative attend each year two regular meetings of the board of
directors of Millennium, to receive copies of agendas and the minutes for all
board meetings, and once each quarter to receive a confidential briefing from
officers of Millennium regarding Millennium's business and strategy. In
addition, Bayer may engage in communications with one or more shareholders of
the Issuer, one or more officers of the Issuer and/or one or more members of the
board of directors of the Issuer and/or one or more representatives of the
Issuer regarding the Issuer, including but not limited to its operations. Bayer
may discuss ideas that, if effected, may result in any of the following: the
acquisition by persons of additional Common Stock of the Issuer, an
extraordinary corporate transaction involving the Issuer, and/or changes in the
board of directors or management of the Issuer.
Except as described above, neither Bayer nor Agfa has any
current plans or proposals that relate to or would result in any of the events
set forth in paragraphs (a) through (j) of Item 4. Bayer and Agfa may, at any
time and from time to time, review or reconsider their position and/or change
their purpose and/or formulate plans or proposals with respect thereto.
<PAGE>
CUSIP No. 0005999021 Page 6 of 9 Pages
Item 5. Interest in Securities of the Issuer.
(a), (b), (c) Bayer is the beneficial owner of 9,915,320
shares of Common Stock (approximately 10.6% of the outstanding shares of Common
Stock). Bayer is the beneficial owner of all of the Shares and has the sole
power to vote and dispose of 519,480 Shares. Bayer, also controls the voting and
disposition of all 9,395,840 shares held by Agfa by virtue of its indirect
ownership of 100% of the issued and outstanding equity interests of Agfa. Agfa
is the beneficial owner of 9,395,840 shares and has sole power (subject to the
control by Bayer) to vote and dispose of all such shares. On November 10, 1998,
Bayer acquired the Shares from the Issuer for an aggregate purchase price of
$96,600,000, or $19.485 per share (on a pre-split basis), pursuant to the terms
of the Investment Agreement. On July 3, 2000, Agfa acquired 9,395,840 shares
from Bayer for an aggregate purchase price of $1,051,159,600, or $111.875 per
share.
(d), (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to the Issuer.
(i) On September 22, 1998, the Issuer and Bayer entered into
the Investment Agreement, (the "Investment Agreement") previously filed as an
Exhibit to this Statement on Schedule 13D. Agfa assumed the rights and
obligations of Bayer to the extent they pertain to the shares acquired by Agfa.
Bayer has certain subscription rights pursuant to the
Investment Agreement (as more fully described therein). So long as Bayer has not
sold more than 1,000,000 Shares (as adjusted to reflect any stock splits, stock
dividends and similar recapitalizations) (other than sales to affiliates), if
the Issuer proposes the issuance of certain new securities, then, prior to each
such issuance of such new securities, the Issuer shall offer to Bayer a pro rata
share of such new securities. These subscription rights will terminate upon the
earlier of (i) a sale of all or substantially all of the assets or business of
the Issuer, by merger, sale of assets or otherwise, or (ii) termination of the
Program Term.
<PAGE>
CUSIP No. 0005999021 Page 7 of 9 Pages
Pursuant to the Investment Agreement, prior to the third
anniversary of Bayer's purchase of the Shares, except under certain
circumstances as more fully described in the Investment Agreement, Bayer and its
affiliates (i) will not acquire any direct or indirect beneficial ownership or
interest in any additional securities of the Issuer, and (ii) will not
participate in the solicitation of proxies to vote securities of the Issuer.
Prior to the second anniversary of such purchase, Bayer will not sell, transfer
or otherwise dispose of any Shares (except to any affiliate of Bayer). After the
second anniversary of the Closing and prior to the expiration of the Program
Term, Bayer will not sell, transfer or otherwise dispose of, in any one calendar
year, more than 2,500,000 Shares (as adjusted to reflect any stock splits, stock
dividends and similar recapitalizations) (except to an affiliate of Bayer).
After the second anniversary of the Closing and prior to the expiration of the
Program Term, if Bayer proposes to sell any Shares other than pursuant to a
registration statement under the Securities Act, the Issuer shall have a right
of first negotiation with respect to the acquisition of those Shares proposed to
be sold. The foregoing restrictions on transfer of the Shares expire under
certain circumstances more fully described in the Investment Agreement.
The description of the Investment Agreement is qualified in
its entirety by reference to such agreement, a copy of which was previously
filed as an exhibit to this statement on Schedule 13D.
(ii) On November 10, 1998, the Issuer and Bayer entered into
the Registration Rights Agreement, (the "Registration Rights Agreement") which
was previously filed as an exhibit to this statement on Schedule 13D. Pursuant
to the Registration Rights Agreement the Issuer has agreed to provide Bayer
certain demand and piggyback registration rights for the shares. Pursuant to an
Assignment and Assumption Agreement dated July 3, 2000, Agfa assumed the rights
and obligations of Bayer under the Registration Rights Agreement to the extent
they pertain to the shares acquired by Agfa. A copy of the Assignment and
Assumption Agreement is attached as Exhibit C to this amendment to statement on
Schedule 13D.
Bayer and Agfa together have the right, subject to certain
exceptions, to two demand registrations on any registration form that the Issuer
chooses and which the Issuer is eligible to use. Bayer and Agfa may not demand
registration of securities prior to the second anniversary of the closing date
of the Investment Agreement. The Issuer may postpone (or withdraw) a demand
registration, under the circumstances specified in the Registration Rights
Agreement.
<PAGE>
CUSIP No. 0005999021 Page 8 of 9 Pages
Also pursuant to the Registration Rights Agreement, Bayer has
certain piggyback registration rights. If the Issuer at any time proposes to
register any of its securities under the Securities Act (other than pursuant to
a demand registration or a Special Registration as defined in the Registration
Rights Agreement), whether or not for sale for its own account (a "Company
Registration"), upon the written request of Bayer, the Issuer shall use
reasonable best efforts to cause all Shares that the Issuer has been requested
by Bayer to register to be so registered under the Securities Act to the extent
necessary to permit their disposition in accordance with the intended methods of
distribution specified in the request by Bayer.
The description of the Registration Rights Agreement is
qualified in its entirety by reference to such agreement, a copy of which was
previously filed as an exhibit to this Statement on Schedule 13D.
Item 7. Material to be Filed as Exhibits.
Exhibit A Information concerning Bayer's executive
officers and directors.
Exhibit B Information concerning Agfa's executive
officers and directors.
Exhibit C Assignment and Assumption Agreement
dated July 3, 2000, between Bayer and
Agfa.
Exhibit D Joint Filing Agreement and Power of
Attorney
<PAGE>
CUSIP No. 0005999021 Page 9 of 9 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this amendment to this statement is
true and correct.
Date: July 6, 2000 Bayer AG
By: /s/ Roger J. Patterson
Roger J. Patterson
Attorney-in-fact
Agfa Holding GmbH
By: /s/ Roger J. Patterson
Roger J. Patterson
Attorney-in-fact
<PAGE>
Exhibit A
DIRECTORS AND EXECUTIVE OFFICERS OF BAYER AG
The following table sets forth the name and present principal
occupation or employment of each member of the Supervisory Board and the Board
of Management of Bayer AG. The business address of each of them is Bayer AG,
Leverkusen, Germany. Except as otherwise indicated, all such persons are
citizens of Germany and each occupation listed refers to employment with Bayer
AG.
Supervisory Board
Name: Principal Present Occupation
Hermann Josef Strenger Chairman of the Supervisory Board, Former Chairman
of the Company's Board of Management
Rolf Nietzarad Chemical Laboratory Technician
Dr. h.c. Martin Kohlhaussen Chairman of the Board of Managing Directors of
Commerzbank AG, Frankfurt (Main)
Hilmar Kopper Chairman of the Supervisory Board of Deutsche Bank
AG, Frankfurt (Main)
Dr. -Ing. Manfred Lennings Management Consultants, Essen-Kettwig
Dr. h.c. Andre Leysen Chairman of the Board of Directors of Gevaert
(Citizen of Belgium) N.V., Mortsel, Belgium
<PAGE>
Dr. h.c. Helmut Oswald President and Chief Executive Officer of Nestle
Maucher S.A., Vevey, Switzerland
Dieter Meinhardt Machine Fitter, Dormagen
Dr. Heinrich von Pierer Chairman of the Board of Management of Siemens AG,
Munich
Waltraud Schlaefke Chemical Laboratory Technician, Walsrode
Hubertus Schmoldt Chairman of the German Mine, Chemical and Power
Workers Union, Hannover
Dieter Schulte Chairman of the German Unions Federation (DGB),
Dusseldorf
Lodewijk C. van Wachem Chairman of the Supervisory Board of Royal Dutch
(Citizen of the Netherlands) Petroleum Company, The Hague, Netherlands
Prof. Dr. Ernst-Ludwig President of the German Research Association, Bonn
Winnacker
Dr. Hermann Wunderlich Former Vice Chairman of the Company's Board of
Management, Odenthal
Erhard Gipperich Vice Chairman of the Supervisory Board, Lathe
operator, Leverkusen
Dr. Klaus Alberti Chemist, Leverkusen
Petra Brayer Chemical Laboratory Assistant, Dormagen
Karl-Josef Ellrich Health Fund Business Consultant
Detlef Fahlbusch North Rhine District Secretary of the German Mine,
Chemical and Power Workers' Union
<PAGE>
Board of Management
Name: Principal Present Occupation
Dr. Manfred Schneider Chairman of the Board of Management
Dr. Pol Bamelis Member of the Board of Management
(Citizen of Belgium)
Dr. Udo Oels Member of the Board of Management
Werner Spinner Member of the Board of Management
Werner Wenning Member of the Board of Management
Dr. Attila Molnar Member of the Board of Management
Dr. Frank Morich Member of the Board of Management
Dr. Gottfried Zaby Member of the Board of Management
<PAGE>
Exhibit B
Directors and Executive Officers of Agfa Holding GmbH
The following table sets forth the name and present principal
occupation or employment of the Managing Directors of Agfa Holding
GmbH. The business address of each of them is Bayer AG, Leverkusen,
Germany. All such persons are citizens of Germany.
Name: Principal Present Occupation
Dr. Hubertus Behncke Senior Counsel, Bayer AG
Klaus Kuhn Head of Finance Department, Bayer AG
<PAGE>
Exhibit C
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT is made and entered into this
3rd day of July, 2000, by and among Bayer AG, a corporation organized and
existing under the laws of Germany ("Assignor") and AGFA Holdings GmbH a
corporation organized and existing under the laws of Germany ("Assignee").
RECITALS:
WHEREAS, Assignor is a party to an Investment Agreement (the
"Investment Agreement") dated as of September 22, 1998 by and between Assignor
and Millennium Pharmaceuticals, Inc., a Delaware corporation ("Millennium")
pursuant to which the Assignor acquired four million, nine hundred fifty seven
thousand, six hundred sixty (4,957,660) shares of the common stock of Millennium
(which have since been converted into nine million, nine hundred fifteen
thousand, three hundred and twenty shares (9,915,320) as a result of a two for
one stock split (the "Shares") and a Registration Rights Agreement (the
"Registration Rights Agreement") dated as of November 10, 1998 by and among
Millennium and Assignor relating to the Shares.
WHEREAS, the Investment Agreement provides that the Assignor
may assign its rights thereunder to an Affiliate (as defined in the Investment
Agreement) of Assignor provided that the Affiliate agrees in writing to be bound
by the terms and conditions set forth in the Investment Agreement.
WHEREAS, the Registration Rights Agreement provides that
Assignor may assign its rights thereunder to any Affiliate or to any other
successors, assignee or transferees of the Assignor or any other Holder (as
defined in the Registration Rights Agreement) provided that Millennium is given
written notice from the Assignor at the time of such transfer stating the name
and address of the transferee or assignee and identifying the securities with
respect to which the rights under the Registration Rights Agreement are being
transferred and provided that the transferee or assign agrees, in writing, upon
request of Millennium to be bound by the provisions of the Registration Rights
Agreement.
WHEREAS, the Assignee is an Affiliate of the Assignor as that
term is defined in the Investment Agreement and the Registration Rights
Agreement.
<PAGE>
WHEREAS, the Assignor is transferring 9,395,840 of the Shares
(the "Transferred Shares") to the Assignee as of the date hereof and the
Assignor wishes to assign to the Assignee, and the Assignee agrees to assume,
the rights and obligations of the Assignor under the Investment Agreement and
the Registration Rights Agreement with respect to the Transferred Shares.
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, agree as follows:
1. Assignment. Assignor hereby assigns, transfers, and sets
over unto Assignee all of the rights and benefits of Assignor in, to, and under
the Investment Agreement and the Registration Rights Agreement as they pertain
to the Transferred Shares and retains all such rights and benefits as they
pertain to the remaining Shares.
2. Acceptance and Assumption. Assignee hereby accepts the
assignment of the Investment Agreement and the Registration Rights Agreement
with respect to the Transferred Shares and agrees to assume, and hereby does
assume, and agrees to be bound by the terms and conditions set forth in the
Investment Agreement and the Registration Rights Agreement as they pertain to
the Transferred Shares.
3. Notice. Assignor agrees to provide Millennium the
written notice required by the Registration Agreement, along with a copy of this
Assignment and Assumption Agreement, concurrent with the execution of this
Agreement.
4. Further Assurances. From time to time after the date
hereof, each of the parties shall, upon request by the other party and without
further consideration, execute, acknowledge and deliver all such other
instruments of sale, assignment, conveyance and transfer, and shall take all
such other commercially reasonable action, in each case to the extent required
to give effect to the transactions in accordance with the terms of this
Assignment and Assumption Agreement.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this
Assignment and Assumption Agreement as of the date first set forth above.
Bayer AG
By: /s/ Joachim Reinders
Name: Joachim Reinders
Title: Head of Tax Department
By: /s/ Helmut Pastor
Name: Helmut Pastor
Title: Senior Counsel
AGFA Holdings GmbH
By: /s/ Dr. Hubertus Behncke
Name: Dr. Hubertus Behncke
Title: Managing Director
<PAGE>
Exhibit D
JOINT FILING AGREEMENT
AND
POWER OF ATTORNEY
The undersigned hereby agree to jointly file a statement on Schedule
13D, together with any amendments thereto (collective, the "Schedule 13Ds"),
with the Securities and Exchange Commission pursuant to the requirements of Rule
13d-1(k) under the Securities Exchange Act of 1934, as amended.
Each of the undersigned also appoints:
Roger J. Patterson
with full power of substitution, as its true and lawful attorney-in-fact for the
specific purpose of executing on their respective behalf statements on Schedule
13D or Schedule 13G relating to their ownership of shares of Millennium
Pharmaceuticals, Inc., together with any amendments thereto.
This joint filing Agreement and Power of Attorney may be signed in counterpart
copies.
Date: July 3rd 2000 Bayer AG
By: /s/ Joachim Reinders
Name: Joachim Reinders
Title: Head of Tax Department
By: /s/ Helmut Pastor
Name: Helmut Pastor
Title: Senior Counsel
Date: July 3rd 2000 AGFA Holdings GmbH
By: /s/ Dr. Hubertus Behncke
Name: Dr. Hubertus Behncke
Title: Managing Director
