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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Miravant Medical Technologies
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(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
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(Title of Class of Securities)
69329P103
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(CUSIP Number)
Richard T. Collier
Senior Vice President
and General Counsel
Pharmacia & Upjohn, Inc.
100 Route 206 North
Peapack, New Jersey 07977
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 13, 1999
-----------------------------------------------------------------
(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 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 the schedule, including all exhibits. See ss. 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).
SEC 1746(12-91)
<PAGE>
SCHEDULE 13D
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CUSIP NO. 69329P103 PAGE 2 OF 28 PAGES
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Pharmacia & Upjohn Treasury Services AB
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Sweden
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7. SOLE VOTING POWER
NUMBER OF 240,000
SHARES -----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH -----------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 240,000
WITH -----------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
240,000
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
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14. TYPE OF REPORTING PERSON
CO
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<PAGE>
SCHEDULE 13D
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CUSIP NO. 69329P103 PAGE 3 OF 28 PAGES
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Pharmacia & Upjohn Company
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
NUMBER OF 125,001
SHARES -----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH -----------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 125,001
WITH -----------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,001
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
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14. TYPE OF REPORTING PERSON
CO
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<PAGE>
SCHEDULE 13D
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CUSIP NO. 69329P103 PAGE 4 OF 28 PAGES
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Pharmacia & Upjohn S.p.A.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Italy
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7. SOLE VOTING POWER
NUMBER OF 1,736,533
SHARES -----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH -----------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 1,736,533
WITH -----------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,736,533
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
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14. TYPE OF REPORTING PERSON
CO
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<PAGE>
SCHEDULE 13D
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CUSIP NO. 69329P103 PAGE 5 OF 28 PAGES
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITITES ONLY).
Pharmacia & Upjohn AB
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Sweden
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7. SOLE VOTING POWER
NUMBER OF 1,976,533
SHARES -----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH -----------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 1,976,533
WITH -----------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,976,533
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.8%
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14. TYPE OF REPORTING PERSON
CO
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<PAGE>
SCHEDULE 13D
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CUSIP NO. 69329P103 PAGE 6 OF 28 PAGES
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Pharmacia & Upjohn Holdings B.V.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Netherlands
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7. SOLE VOTING POWER
NUMBER OF 1,976,533
SHARES -----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH -----------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 1,976,533
WITH -----------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,976,533
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.8%
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14. TYPE OF REPORTING PERSON
OO
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<PAGE>
SCHEDULE 13D
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CUSIP NO. 69329P103 PAGE 7 OF 28 PAGES
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Pharmacia & Upjohn, Inc.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
NUMBER OF 2,101,534
SHARES -----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH -----------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 2,101,534
WITH -----------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,101,534
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.5%
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14. TYPE OF REPORTING PERSON
CO, HC
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<PAGE>
CUSIP Number: 69329P103 Page 8 of 28
Pharmacia & Upjohn AB (formerly Pharmacia AB), a Swedish corporation
("P&U AB"), Pharmacia & Upjohn S.p.A. (formerly Pharmacia S.p.A.), an Italian
corporation ("P&U S.p.A."), Pharmacia & Upjohn Company, a Delaware corporation
("P&U Co."), Pharmacia & Upjohn Holdings BV, a "check the box" entity
incorporated in the Netherlands ("P&U BV") and Pharmacia & Upjohn, Inc. ("P&U
Inc.", and together with P&U AB, P&U S.p.A., P&U Co. and P&U BV, the "Original
Reporting Persons") and Pharmacia & Upjohn Treasury Services AB, a Swedish
corporation ("P&U Treasury", and together with the Original Reporting Persons
the "Reporting Persons") hereby amend the report on Schedule 13D (the "Original
Schedule 13D") filed by the Original Reporting Persons on March 1, 1999 with
respect to shares of Common Stock, par value $.01 per share (the "Shares"), of
Miravant Medical Technologies (formerly PDT, Inc.), a Delaware corporation
("Miravant"), beneficially owned by them. Capitalized terms used but not defined
herein shall have the meaning attributed to such terms in the Original Schedule
13D.
ITEM 1. SECURITY AND ISSUER
Item 1 of the Original Schedule 13D is amended in its entirety as
follows:
The class of equity securities to which this statement relates is the
Shares. The principal executive office of Miravant is located at 336 Bollay
Drive, Santa Barbara, California 93117.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 of the Original Schedule 13D is amended in its entirety as
follows:
This statement is being filed by P&U Treasury, P&U AB, P&U S.p.A., P&U
Co., P&U BV and P&U Inc.
The principal business address of P&U S.p.A. is Pharmacia & Upjohn
S.p.A., via Robert Koch 1.2, 75017 Milan, Italy. The principal business address
of P&U AB and P&U Treasury is Pharmacia & Upjohn AB, S-171 97 Stockholm, Sweden.
The principal business address of P&U BV is Pharmacia & Upjohn Holdings B.V.,
Houttuinlaan 4, NL - 3447 GM Woerden, The Netherlands. The principal business
address of P&U Inc. and P&U
<PAGE>
CUSIP Number: 69329P103 Page 9 of 28
Co. is Pharmacia & Upjohn, Inc., 100 Route 206 North, Peapack,
New Jersey 07977.
P&U Treasury, a Swedish corporation, and P&U S.p.A., an Italian
corporation, are each subsidiaries of P&U AB, a Swedish corporation, which, in
turn, is a wholly owned subsidiary of P&U BV, a "check the box" entity
incorporated in the Netherlands. P&U BV and P&U Co. are wholly owned
subsidiaries of P&U Inc., a Delaware corporation. P&U Co., a Delaware
corporation, is the successor in interest to Pharmacia, Inc., a Minnesota
corporation and a former wholly owned subsidiary of P&U AB. The principal
business of each of the Reporting Persons is the development, production,
marketing and sale of pharmaceutical products.
The name, residence or business address, present principal occupation
or employment, and the citizenship of each director and executive officer of (i)
P&U S.p.A. is set forth in Schedule I hereto and incorporated herein by
reference, (ii) P&U Co. is set forth in Schedule II hereto and incorporated
herein by reference, (iii) P&U Inc. is set forth in Schedule III hereto and
incorporated herein by reference and (iv) P&U Treasury is set forth in Schedule
IV hereto and incorporated herein by reference.
None of the Reporting Persons, or to the best knowledge and belief of
the Reporting Persons, any of the individuals listed in Schedule I, II, III or
IV has, during the past five years, been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors) or 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.
This Item 2 is qualified in its entirety by reference to Schedules I,
II, III and IV which are incorporated herein by reference.
<PAGE>
CUSIP Number: 69329P103 Page 10 of 28
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Original Schedule 13D is amended to include the
following:
On June 9, 1999, pursuant to the terms of the Credit Agreement,
Miravant borrowed $7,500,000 from P&U Treasury, which was paid to Miravant by
P&U Treasury with funds from its working capital. Pursuant to the terms of the
Credit Agreement, Miravant issued to P&U Treasury a warrant for 120,000 Shares
at an exercise price of $11.87 per Share and expiring June 9, 2004, which
represented a price equal to 140% of the average closing bid prices of the
Common Stock for the ten trading days immediately preceding May 10, 1999. The
form of warrant certificate issued to P&U Treasury is attached to the Warrant
Agreement as Exhibit A.
On December 13, 1999, pursuant to the terms of the Credit Agreement,
Miravant borrowed $7,500,000 from P&U Treasury, which was paid to Miravant by
P&U Treasury with funds from its working capital. Pursuant to the terms of the
Credit Agreement, Miravant issued to P&U Treasury a warrant for 120,000 Shares
at an exercise price of $14.8313 per Share and expiring December 13, 2004, which
represented a price equal to 140% of the average closing bid prices of the
Common Stock for the ten trading days immediately preceding November 12, 1999.
The form of warrant certificate issued to P&U Treasury is attached to the
Warrant Agreement as Exhibit A.
None of the persons listed on Schedule I, II, III or IV has contributed
any funds or other consideration towards the purchase of the Shares reported in
this statement.
ITEM 4. PURPOSE OF TRANSACTION
Item 1 of the Original Schedule 13D is amended in its entirety as
follows:
The Shares described by this statement were acquired for investment
purposes. Other than as set forth herein, the Reporting Persons do not have
plans or proposals which relate to or would result in any of the events
described by Items 4(a) through 4(j) of Schedule 13D other than the following:
(i) The Credit Agreement provides that the aggregate
<PAGE>
CUSIP Number: 69329P103 Page 11 of 28
outstanding principal of the loans shall be repaid in full,
together with any accrued interest as of the date of repayment,
not later than the Maturity Date. On the Maturity Date and
subject to certain conditions, Miravant may, at its option, repay
all or a portion of the aggregate principal of the loans,
together with any accrued interest as of the Maturity Date, in
Shares. The number of Shares issued to P&U Treasury Services or
one of its affiliates will vary depending on the market price of
the Shares preceding the time of repayment and the principal
amount of borrowings repaid.
(ii) The Credit Agreement provides that Miravant will issue to P&U
Treasury Services or one of its affiliates, in respect of each
$62.50 in principal amount of loans extended under the Credit
Agreement, one warrant to purchase Common Stock of Miravant
having the terms set forth in the Warrant Agreement. If Miravant
borrows the full $22,500,000 available under the Credit
Agreement, P&U Treasury Services or one of its affiliates will
acquire 360,000 Warrants. The exercise price of each warrant will
be equal to 140% of the average of the closing prices of the
Common Stock for the ten trading days immediately preceding the
borrowing request for the related loan. Each Warrant expires on
the fifth anniversary of the business day on which P&U Treasury
received that warrant.
On July 9, 1999, pursuant to the terms of the Credit
Agreement, Miravant borrowed $7,500,000 from P&U Treasury, which
was paid to Miravant by P&U Treasury with funds from its working
capital. Pursuant to the terms of the Credit Agreement, Miravant
issued to P&U Treasury a warrant for 120,000 Shares at an
exercise price of $11.87 per Share and expiring June 9, 2004,
which represented a price equal to 140% of the average closing
bid prices of the Common Stock for the ten trading days
immediately preceding May 10, 1999. The form of warrant
certificate issued to P&U Treasury is attached to the Warrant
Agreement as Exhibit A.
On December 13, 1999, pursuant to the terms of the Credit
Agreement, Miravant borrowed $7,500,000 from P&U Treasury, which
was paid to Miravant by P&U Treasury with funds from its working
capital. Pursuant to the terms of the Credit Agreement, Miravant
issued to P&U
<PAGE>
CUSIP Number: 69329P103 Page 12 of 28
Treasury a warrant for 120,000 Shares at an exercise price of
$14.8313 per Share and expiring December 13, 2004, which
represented a price equal to 140% of the average closing bid
prices of the Common Stock for the ten trading days immediately
preceding November 12, 1999. The form of warrant certificate
issued to P&U Treasury is attached to the Warrant Agreement as
Exhibit A.
(iii)The Equity Investment Agreement provides that, unless
specifically requested in advance by Miravant's Board of
Directors, neither P&U Inc. nor any of its affiliates will, and
P&U Inc. and its affiliates will not assist or encourage others
to, directly or indirectly, acquire or agree, offer, seek or
propose to acquire ownership of any securities issued by Miravant
or enter into any discussions, negotiations, arrangements or
understandings with any person with respect to any of the
foregoing until the sooner to occur of July 1, 2000 or the
occurrence of certain other events. See Item 6.
(iv) The Registration Rights Agreement provides that (a) the holders
of Shares received by the Reporting Persons pursuant to the
Equity Investment Agreement or the Warrant Agreement have the
right to demand that Miravant file registration statements with
respect to such Shares held by such holders and (b) P&U Inc. and
its subsidiaries have certain rights to participate in other
registered offerings of Shares. See Item 6.
On July 29, 1999, in satisfaction of its obligations under
the Registration Rights Agreement, Miravant registered all Shares
acquired or to be acquired by P&U pursuant to the Equity
Investment Agreement and the Warrant Agreement.
(v) The Warrant Agreement provides that (a) Miravant is entitled to
purchase any Warrant issued pursuant to the Credit Agreement and
Warrant Agreement should the average closing price for the Shares
over any consecutive 30 trading days exceed the exercise price
for such Warrant, and (b) at such time as a Reporting Person
seeks to exercise a Warrant, Miravant has the right, in its sole
discretion, to pay a certain cash
<PAGE>
CUSIP Number: 69329P103 Page 13 of 28
amount in lieu of delivering the Shares issuable in respect
thereof. See Item 6.
(vi) See Item 6 for a discussion of the anti-dilution provisions of
Shares issuable upon exercise of the Warrants that may result in
the acquisition of additional Shares by the Reporting Persons.
The foregoing discussion is qualified in its entirety by reference to
the Stock Purchase Agreement, the 1994 Stock Purchase Agreement, the PDT
Warrant, the Equity Investment Agreement, the Warrant Agreement, the
Registration Rights Agreement and the Credit Agreement, which were either filed
as exhibits or incorporated by reference as exhibits to the Original Schedule
13D, each of which is incorporated by reference in their entirety into this Item
4.
Each Reporting Person expects to evaluate on an ongoing basis
Miravant's financial condition, business operations and prospects, market price
of the Shares, conditions in securities markets generally, general economic and
industry conditions and other factors. Accordingly, each Reporting Person
reserves the right to change its plans and intentions at any time, as it deems
appropriate. In particular, each Reporting Person may at any time and from time
to time acquire additional Shares or securities convertible or exchangeable for
Shares; may dispose of Shares; and/or may enter into privately negotiated
derivative transactions with institutional counterparties to hedge the market
risk of some or all of its positions in such Shares. Any such transactions may
be effected at any time and from time to time subject to any applicable
limitations of the Securities Act and the contractual restrictions described in
Item 6. To the knowledge of each Reporting Person, each of the persons listed on
Schedules I, II, III and IV may make the same evaluation and reserve the same
rights.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Original Schedule 13D is amended in its entirety as
follows:
(a) The percentage interest held by each Reporting Person presented
below is based on the number of Shares reported to be outstanding as of October
31, 1999 in Miravant's Quarterly Report on Form 10-Q, for the Quarter ended
September 30, 1999,
<PAGE>
CUSIP Number: 69329P103 Page 14 of 28
filed November 12, 1999, as adjusted to give effect to the issuance of the
Shares issued pursuant to the warrants issued to P&U Treasury in connection with
the loans made to Miravant on June 9, 1999 and December 13, 1999 (the
"Outstanding Shares").
P&U Co., as successor to Pharmacia, Inc., beneficially owns 125,001
Shares, representing approximately 0.7% of the Outstanding Shares.
P&U S.p.A. beneficially owns 1,736,533 Shares, representing
approximately 9.5% of the Outstanding Shares.
P&U Treasury beneficially owns 240,000 Shares, representing
approximately 1.3% of the Outstanding Shares.
P&U AB may be deemed to beneficially own 1,976,533 Shares, representing
approximately 10.8% of the Outstanding Shares.
P&U BV may be deemed to beneficially own 1,976,533 Shares, representing
approximately 10.8% of the Outstanding Shares.
P&U Inc. may be deemed to beneficially own 2,101,534 Shares,
representing approximately 11.4% of the Outstanding Shares.
None of the Reporting Persons, and to the knowledge of the Reporting
Persons, none of the persons listed in Schedules I, II, III and IV beneficially
owns any Shares other than as set forth herein.
(b) Each Reporting Person has the power to vote or direct the vote and
dispose or direct the disposition of the Shares beneficially owned by such
Reporting Persons as indicated in pages 2 through 7 above.
(c) Except as described herein, none of the Reporting Persons and, to
the knowledge of the Reporting Persons, none of the persons listed on Schedule
I, II, III or IV, has been party to any transaction in Shares during the past
sixty days.
(d) No other person has the right to receive or the power to direct the
receipt of dividends from or proceeds from the sale of Shares.
<PAGE>
CUSIP Number: 69329P103 Page 15 of 28
(e) Not Applicable.
The foregoing discussion is qualified in its entirety by reference to
the Stock Purchase Agreement, the 1994 Stock Purchase Agreement, the PDT
Warrant, the Equity Investment Agreement, the Registration Rights Agreement, the
Warrant Agreement and the Credit Agreement each of which is incorporated herein
by reference.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
Paragraph (e) of Item 6 of the Original Schedule 13D is amended in its
entirety as follows:
(e) The Credit Agreement, under which, subject to the terms and conditions
of such Credit Agreement, P&U Treasury Services agreed to lend to
Miravant, for general corporate purposes, an aggregate amount not to
exceed $22,500,000, in the form of up to six term loans, with not more
than one such term loan to be made in each of the six calendar
quarters between January 1, 1999 and June 30, 2000. Miravant will
issue to P&U Treasury Services or one of its affiliates, in respect of
each $62.50 in principal amount of loans extended under the Credit
Agreement, one warrant to purchase Common Stock of Miravant having the
terms set forth in the Warrant Agreement. If Miravant borrows the full
$22,500,000 available under the Credit Agreement, P&U Treasury
Services or one of its affiliates will acquire 360,000 Warrants. The
exercise price of each warrant will be equal to 140% of the average of
the closing prices of the Common Stock for the ten trading days
immediately preceding the borrowing request for the related loan. Each
Warrant expires on the fifth anniversary of the business day on which
P&U Treasury received that warrant. Moreover, pursuant to the Credit
Agreement and subject to certain conditions, on the Maturity Date,
Miravant may, at its option, repay any amounts borrowed under the
Credit Agreement with a number of Shares that will vary depending on
the market price of the Shares at the time of repayment and the
principal amount of borrowings repaid.
<PAGE>
CUSIP Number: 69329P103 Page 16 of 28
On July 9, 1999, pursuant to the terms of the Credit Agreement,
Miravant borrowed $7,500,000 from P&U Treasury, which was paid to
Miravant by P&U Treasury with funds from its working capital. Pursuant
to the terms of the Credit Agreement, Miravant issued to P&U Treasury
a warrant for 120,000 Shares at an exercise price of $11.87 per Share
and expiring June 9, 2004, which represented a price equal to 140% of
the average closing bid prices of the Common Stock for the ten trading
days immediately preceding May 10, 1999. The form of warrant
certificate issued to P&U Treasury is attached to the Warrant
Agreement as Exhibit A.
On December 13, 1999, pursuant to the terms of the Credit
Agreement, Miravant borrowed $7,500,000 from P&U Treasury, which was
paid to Miravant by P&U Treasury with funds from its working capital.
Pursuant to the terms of the Credit Agreement, Miravant issued to P&U
Treasury a warrant for 120,000 Shares at an exercise price of $14.8313
per Share and expiring December 13, 2004, which represented a price
equal to 140% of the average closing bid prices of the Common Stock
for the ten trading days immediately preceding November 12, 1999. The
form of warrant certificate issued to P&U Treasury is attached to the
Warrant Agreement as Exhibit A.
Paragraph (f) of Item 6 of the Original Schedule 13D is amended in its
entirety as follows:
(f) On July 29, 1999, in fulfillment of its contractual obligations to P&U
under the Registration Rights Agreement, Miravant registered all
Shares acquired or to be acquired by P&U pursuant to the Equity
Investment Agreement and the Warrant Agreement. The Registration
Rights Agreement provides that Miravant will indemnify the selling
holders for certain liabilities, including liabilities arising under
the Securities Act of 1933 and that all costs and expenses (other than
underwriters' discounts and commissions and the fees and expenses of
counsel to the selling holders as state securities officials may
require that the holders of Securities pay) incurred in connection
with the registration of the Shares pursuant to the Registration
Rights Agreement shall be paid by Miravant (including, without
limitation, all registration and filing fees,
<PAGE>
CUSIP Number: 69329P103 Page 17 of 28
printing expenses, costs of special audits incident to or required by
any such registration, fees and disbursements of counsel for Miravant
and up to $20,000 of fees and disbursements of one special counsel
acting for the holders of Shares being included in any registration).
<PAGE>
CUSIP Number: 69329P103 Page 18 of 28
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Dated: December 15, 1999
PHARMACIA & UPJOHN TREASURY
SERVICES AB
By: /s/ Sofi Eriksson
-------------------------------
Name: Sofi Eriksson
Title: Director
PHARMACIA & UPJOHN COMPANY
By: /s/ Don W. Schmitz
-------------------------------
Name: Don W. Schmitz
Title: Secretary
PHARMACIA & UPJOHN S.p.A.
By: /s/ Francesco Granata
-------------------------------
Name: Francesco Granata
Title: Managing Director
PHARMACIA & UPJOHN AB
By: /s/ Hakan Astrom
-------------------------------
Name: Hakan Astrom
Title: Managing Director
<PAGE>
CUSIP Number: 69329P103 Page 19 of 28
PHARMACIA & UPJOHN HOLDINGS B.V.
By: /s/ Wim Kuiper
-------------------------------
Name: Wim Kuiper
Title: Director
PHARMACIA & UPJOHN, INC.
By: /s/ Don W. Schmitz
-------------------------------
Name: Don W. Schmitz
Title: Secretary
<PAGE>
CUSIP Number: 69329P103 Page 20 of 28
SCHEDULE I
Name, Business Address, Principal Occupation or Employment and
Citizenship of all Directors and Executive Officers of Pharmacia & Upjohn
S.p.A.:
Board of Directors:
- -------------------
Maurizio Premoli
Director
Pharmacia & Upjohn S.p.A.
via Robert Koch 1.2
20152 Milan, Italy
Citizenship: Italy
Emanuele Barie
Director & Secretary
Pharmacia & Upjohn S.p.A.
via Robert Koch 1.2
20152 Milan, Italy
Citizenship: Italy
Francesco Granata
Managing Director
Pharmacia & Upjohn S.p.A.
via Robert Koch 1.2
20152 Milan, Italy
Citizenship: Italy
<PAGE>
CUSIP Number: 69329P103 Page 21 of 28
Executive Officers:
- -------------------
Francesco Granata
Managing Director
Pharmacia & Upjohn S.p.A.
via Robert Koch 1.2
20152 Milan, Italy
Citizenship: Italy
<PAGE>
CUSIP Number: 69329P103 Page 22 of 28
SCHEDULE II
Name, Business Address, Principal Occupation or Employment and
Citizenship of all Directors and Executive Officers of Pharmacia & Upjohn
Company:
Board of Directors:
- -------------------
Fred Hassan
President and CEO
Pharmacia & Upjohn, Inc.
100 Route 206 North
Peapack, NJ 07977
Citizenship: United States
Christopher J. Coughlin
Executive Vice President and Chief Financial Officer
Pharmacia & Upjohn, Inc.
100 Route 206 North
Peapack, NJ 07977
Citizenship: United States
Richard T. Collier
Senior Vice President and General Counsel
Pharmacia & Upjohn, Inc.
100 Route 206 North
Peapack, NJ 07977
Citizenship: United States
Executive Officers:
- -------------------
Fred Hassan
President and CEO
100 Route 206 North
Peapack, NJ 07977
Citizenship: United States
Goran A. Ando, M.D.
Executive Vice President
100 Route 206 North
Peapack, NJ 07977
Citizenship: Sweden
<PAGE>
CUSIP Number: 69329P103 Page 23 of 28
Christopher J. Coughlin
Executive Vice President and Chief Financial Officer
100 Route 206 North
Peapack, NJ 07977
Citizenship: United States
Timothy G. Rothwell
Executive Vice President
100 Route 206 North
Peapack, NJ 07977
Citizenship: United States
Hakan Astrom
Senior Vice President
100 Route 206 North
Peapack, NJ 07977
Citizenship: Sweden
Richard T. Collier
Senior Vice President and Assistant Secretary
100 Route 206 North
Peapack, NJ 07977
Citizenship: United States
Carrie Smith Cox
Senior Vice President
100 Route 206 North
Peapack, NJ 07977
Citizenship: United States
Mats Pettersson
Senior Vice President
100 Route 206 North
Peapack, NJ 07977
Citizenship: Sweden
<PAGE>
CUSIP Number: 69329P103 Page 24 of 28
SCHEDULE III
Name, Business Address, Principal Occupation or Employment and
Citizenship of all Directors and Executive Officers of Pharmacia & Upjohn, Inc.:
Board of Directors:
- -------------------
J. Soren Gyll - Chairman
Chairman of the Board of Directors, Pharmacia & Upjohn, Inc.
AB Volvo
Kungstradgarden
S-103 95 Stockholm, Sweden
Citizenship: Sweden
Frank C. Carlucci
Chairman, The Carlyle Group
Suite 220S
1001 Pennsylvania Avenue, N.W.
Washington, DC 20004-2505
Citizenship: United States
Gustaf Douglas
Chairman, Investment AB Latour
Biblioteksgatan 12
S-103 88 Stockholm, Sweden
Citizenship: Sweden
M. Kathryn Eickhoff
President, Eickhoff Economics
Suite 400
510 LaGuardia Place
New York, NY 10012
Citizenship: United States
Fred Hassan
President and CEO, Pharmacia & Upjohn, Inc.
100 Route 206 North
Peapack, NJ 07977
Citizenship: United States
R.L. Berthold Lindqvist
Former President & CEO, Gambro AB
Gamlegardsvagen 50
S-216 20 Malmo, Sweden
Citizenship: Sweden
<PAGE>
CUSIP Number: 69329P103 Page 25 of 28
Olof Lund
Chairman, Enator AB
Lojtnantsgatan 21
S-115 93 Stockholm, Sweden
Citizenship: Sweden
C. Steven McMillan
President and COO, Sara Lee Corporation
Suite 4600
Three First National Plaza
70 W. Madison
Chicago, IL 60602
Citizenship: United States
William U. Parfet
Co-Chairman, MPI Research
54943 N. Main Street
Mattawan, MI 49071
Citizenship: United States
Ulla B. Reinius
President, Finansfakta R. AB
Sibyllegatam 5
S-114 51 Stockholm, Sweden
Citizenship: Sweden
Bengt I. Samuelsson
Professor, Karolinska Institutet
Department of MBB, Div. Chemistry II
Karolinska Institutet, Solna
S-171 77 Stockholm, Sweden
Citizenship: Sweden
Morton L. Topfer
Vice Chairman, Dell Computer Corporation
One Dell Way
Round Rock, TX 78682-2222
Citizenship: United States
<PAGE>
CUSIP Number: 69329P103 Page 26 of 28
Executive Officers:
- -------------------
Fred Hassan
President and CEO
100 Route 206 North
Peapack, NJ 07977
Citizenship: United States
Goran A. Ando, M.D.
Executive Vice President and
President, Research and Development
100 Route 206 North
Peapack, NJ 07977
Citizenship: Sweden
Christopher J. Coughlin
Executive Vice President and Chief Financial Officer
100 Route 206 North
Peapack, NJ 07977
Citizenship: United States
Timothy G. Rothwell
Executive Vice President and President,
Global Pharmaceutical Operations
100 Route 206 North
Peapack, NJ 07977
Citizenship: United States
Hakan Astrom
Senior Vice President,
Corporate Strategy and
Investor Relations
100 Route 206 North
Peapack, NJ 07977
Citizenship: Sweden
Richard T. Collier
Senior Vice President and General Counsel
100 Route 206 North
Peapack, NJ 07977
Citizenship: United States
Carrie Smith Cox
Senior Vice President and
Head, Global Business Management
100 Route 206 North
Peapack, NJ 07977
Citizenship: United States
<PAGE>
CUSIP Number: 69329P103 Page 27 of 28
Mats Pettersson
Senior Vice President
100 Route 206 North
Peapack, NJ 07977
Citizenship: Sweden
<PAGE>
CUSIP Number: 69329P103 Page 28 of 28
SCHEDULE IV
Name, Business Address, Principal Occupation or Employment and
Citizenship of all Directors and Executive Officers of Pharmacia & Upjohn
Treasury Services AB:
Board of Directors:
- -------------------
Per Aberg
Pharmacia & Upjohn AB
S-171 97 Stockholm, Sweden
Citizenship: Sweden
Sofi Eriksson
Pharmacia & Upjohn AB
S-171 97 Stockholm, Sweden
Citizenship: Sweden
Executive Officers:
- -------------------
None.
