UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1, Restated)
Pharmacia & Upjohn, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
616130 50 4
(CUSIP Number)
<TABLE>
<S> <C>
Eva Persson with copies to:
AB Volvo Maureen Brundage, Esq.
S-405 08 Goteborg White & Case
Sweden 1155 Avenue of the Americas
46-31-590000 New York, New York 10036
</TABLE>
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
<PAGE>
December 22, 1995
____________________________________________________________
(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 Rule 13d-1(b)(3) or (4), check the following
box ( ).
____________
Check the following box if a fee is being paid with this statement ( ).
SCHEDULE 13D
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CUSIP No. 616130 50 4 Page 2 of Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AB Volvo
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Sweden
NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY EACH REPORTING PERSON 0<F1>
WITH 8 SHARED VOTING POWER
0<F1>
9 SOLE DISPOSITIVE POWER
0<F1>
10 SHARED DISPOSITIVE POWER
0<F1>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES ( )
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0<F1>
14 TYPE OF REPORTING PERSON
CO
<F1> AB Volvo may be deemed to be the beneficial owner of the shares of Common Stock owned by Fyrstegen AB. Such shares of Common
Stock have been excluded to avoid double counting of the aggregate shares of Common Stock owned by AB Volvo and Fyrstegen AB.
</TABLE>
SCHEDULE 13D
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CUSIP No. 616130 50 4 Page 3 of Pages
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<C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AB Fortos
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Sweden
NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY EACH REPORTING PERSON 0<F2>
WITH
8 SHARED VOTING POWER
0<F2>
9 SOLE DISPOSITIVE POWER
0<F2>
10 SHARED DISPOSITIVE POWER
0<F2>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES ( )
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0<F2>
14 TYPE OF REPORTING PERSON
CO
<F2> AB Fortos may be deemed to be the beneficial owner of the Shares of Common Stock owned by Fyrstegen AB. Such shares of
Common Stock have been excluded to avoid double counting of the aggregate shares of Common Stock owned by AB Fortos and Fyrstegen
AB.
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SCHEDULE 13D
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<C> <C>
CUSIP No. 616130 50 4 Page 2 of Pages
</TABLE>
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<C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fyrstegen AB
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Sweden
NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY EACH REPORTING PERSON 69,765,766
WITH
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
69,765,766
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
<PAGE>
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.7%
14 TYPE OF REPORTING PERSON
CO
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ITEM 1. SECURITY AND ISSUER
This Amendment No. 1 ("Amendment No. 1") relates to the Common
Stock, par value $0.01 per share (the "Common Stock"), of Pharmacia & Upjohn,
Inc. (the "Company"), a corporation organized and existing under the laws of
the State of Delaware, the principal executive offices of which are located at
Fleming Way, Crawley, Sussex RH10 2L2, England. The purpose of this Amendment
No. 1 is to amend and to restate the paper format Schedule 13D, dated November
2, 1995, filed by AB Volvo ("Volvo") and AB Fortos ("Fortos").
ITEM 2. IDENTITY AND BACKGROUND
(a) This Amendment No. 1 is being filed by (i) Volvo, a corporation
organized and existing under the laws of the Kingdom of Sweden, (ii) Fortos, a
corporation organized and existing under the laws of the Kingdom of Sweden and
(iii) Fyrstegen AB, formerly known as AB Grundstenen 75 318, a corporation
organized and existing under the laws of Sweden ("Fyrstegen" and collectively
the "Reporting Persons"). Fortos is a direct wholly-owned subsidiary of Volvo
and Fyrstegen is a wholly-owned subsidiary of Fortos.
(b) The principal business address and office for Volvo is S-405 08
Goteborg, Sweden. The principal business address and offices of Fortos is
P.O. Box 7724, S-103 95 Stockholm, Sweden. The principal business address and
offices of Fyrstegen is c/o Volvo, Dept. 640, 405 80 Goteborg, Sweden. The
names, business addresses, present principal occupations or employments and
the principal business address of the corporation in which such employment is
conducted, if necessary, of the directors and executive officers of the
Reporting Persons are set forth on Schedule A attached hereto and incorporated
herein by reference.
(c) The principal business activity of Volvo is the manufacture of
automotive and transport equipment. The principal business activity of Fortos
is the divestiture of Volvo's non-core assets. The principal business
activity of Fyrstegen is the divestiture of certain share holdings of the
Volvo Group.
(d) Except as set forth on Schedule B attached hereto and
incorporated hereby by reference, during the last five years preceding
November 11, 1995 in the case of Volvo and Fortos and during the last five
years preceding this day in the case of Fyrstegen, to the best knowledge of
the Reporting Persons, none of the individuals set forth on Schedule A were
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the past five years preceding November 11, 1995 in the
case of Volvo and Fortos and during the last five years preceding this day in
<PAGE>
the case of Fyrstegen, to the best knowledge of the Reporting Persons, none of
the individuals set forth on Schedule A was 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, U.S. Federal or State securities laws or finding any violations with
respect to such laws.
(f) Information with respect to the citizenship of each director
and executive officer of the Reporting Persons is set forth on Schedule A
hereto and is hereby incorporated by reference.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Prior to December 22, 1995, Fortos owned 69,765,766 shares of Common
Stock of the Company. On December 22, 1995 Fyrstegen, a newly established
company, acquired all 69,765,766 shares of Common Stock of the Company owned
by Fortos pursuant to an agreement dated December 21, 1995, in exchange for
shares of Fyrstegen, which company became a wholly-owned subsidiary of Fortos.
ITEM 4. PURPOSE OF TRANSACTION
The shares of Common Stock the ownership of which is reported were
acquired for investment purposes. Each of the Reporting Persons reserves the
right from time to time to acquire additional shares of Common Stock or to
dispose of some or all of the shares of Common Stock.
None of the Reporting Persons nor, to the best knowledge of the
Reporting Persons, any of the individuals set forth on Schedule A, has any
plans or proposals, except as described above, that relate to or would result
in (a) the acquisition by any person of additional securities of the Company
or the disposition of securities of the Company; (b) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the Company or any of its subsidiaries; (c) a sale or transfer of a
material amount of assets of the Company or any of its subsidiaries; (d) any
change in the present board of directors or management of the Company,
including any plans or proposals to change the number or term of directors or
to fill any existing vacancies on the board; (e) any material change in the
present capitalization or dividend policy of the Company; (f) any other
material change in the Company's business or corporate structure; (g) changes
in the Company's charter, by-laws or instruments corresponding thereto, or
other actions which may impede the acquisition of control of the Company by
any person; (h) any class of the Company's securities being delisted from a
national securities exchange or ceasing to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) any class of the Company's equity securities becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or (j) any action similar to any of those
enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Fyrstgen is the beneficial owner of 69,765,766 shares of the
outstanding Common Stock of the Company, or 14.7% of the outstanding Common
Stock of the Company based on a total of 474,465,746 shares of Common Stock
of the Company outstanding as of November 2, 1995.
<PAGE>
Volvo and Fortos may be deemed to be the beneficial owners of shares
of Common Stock of the Company owned by Fyrstegen.
(b) Fyrstegen has the sole power to vote or to direct the vote and
sole power to dispose or to direct the disposition of 69,765,766 shares of
Common Stock of the Company.
Volvo and Fortos may be deemed to have the power to vote and dispose
of the shares of Common Stock of the Company owned by Fortos.
(c) During the past 60 days preceding November 11, 1995 in the case
of Volvo and Fortos and the past 60 days preceding this day in the case of
Fyrstegen, none of the Reporting Persons nor, to the best knowledge of the
Reporting Persons, any of the persons listed in Schedule Attached hereto has
effected any transaction in the shares of the Company, except as described in
Item 3 above and except for the transactions set forth on Schedule C attached
hereto and incorporated by reference.
(d) Not applicable.
(e) On December 22, 1995 Fortos ceased to be the beneficial owner
of 69,765,766 shares of Common Stock of the Company.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Pursuant to a Registration Rights Agreement dated as of August 20,
1995 (the "Agreement), Volvo has the right under certain circumstances to
cause the Company to register under the U.S. Securities Act of 1933, as
amended (the "Securities Act"), the offer and sale of all or a portion of the
shares of Common Stock obtained by Volvo in connection with the Offer. In
addition, under the Agreement, Volvo has the right under certain circumstances
to have such shares of Common Stock included in a registration statement
otherwise filed by the Company under the Securities Act.
Pursuant to a letter agreement dated October 31, 1995 (the "Letter
Agreement") between the Company and Volvo entered into pursuant to the
Agreement, Volvo has agreed on its behalf and on Fortos' behalf, not to sell,
transfer, pledge, hypothecate or otherwise dispose of the shares of Common
Stock received by Fortos in connection with the Offer or any shares of capital
stock of the Company until results covering at least 30 days of combined
operations of Pharmacia and The Upjohn Company have been published by the
Company, except as otherwise permitted by the Letter Agreement. Volvo also
has agreed pursuant to the Letter Agreement not to sell, transfer, pledge,
hypothecate or otherwise dispose of the shares of Common Stock received by
Fortos in connection with the Offer unless such sale, transfer, pledge,
hypothecation or other disposition has been registered under the Securities
Act or is made in conformity with an exemption from registration under the
Securities Act as specified in the Letter Agreement.
Soren Gyll, a director of Volvo and a director of Fortos, and Goran
Linden, an executive officer of Volvo and a director of Fortos, currently are
directors of the Company.
On December 21, 1995 Fyrstegen and Fortos signed an agreement,
pursuant to which Fortos transferred all its 69,765,766 shares in the Company
in exchange for newly issued shares of Fyrstegen. The closing of the
transaction took place on December 22, 1995 and Fyrstegen assumed all rights
and liabilities of Fortos in connection with the transferred assets.
<PAGE>
Except as otherwise described in this Item 6, none of the Reporting
Persons nor, to the best knowledge of the Reporting Persons, any of the
persons set forth on Schedule A, has any contract, arrangement, understanding
or relationship with any other person with respect to any security of the
Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit No. Description
1 Registration Rights Agreement dated as of August 20,1995 among
Pharmacia & Upjohn, Inc., (previously named Bushwood, Inc.),
The Upjohn Company, Pharmacia AB and AB Volvo
2 Letter Agreement dated October 31, 1995 between AB Volvo and
Pharmacia & Upjohn, Inc.
3 Agreement dated December 21, 1995 between AB Grundstenen 75 318
(now known as Fyrstegen AB) and AB Fortos
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.
Dated: January 11, 1996
AB Volvo
By: /s/ Fred Bodin
Name: Fred Bodin
Title: Senior Vice President
By: /s/ Lennart Jeansson
Name: Lennart Jeansson
Title: Executive Vice President
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.
Dated: January 11, 1996
AB FORTOS
By: /s/ Tor Kvarnback
Name: Tor Kvarnback
Title: General Counsel
<PAGE>
By: /s/ Goran Linden
Name: Goran Linden
Title: President
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.
Dated: January 11, 1996
FYRSTEGEN AB
By: /s/ Eva Persson
Name: Eva Persson
Title: Director
By: /s/ Mikael Kromli
Name: Mikael Kromli
Title: Director
Exhibit No. Description
1 Registration Rights Agreement dated as of August 20,1995 among
Pharmacia & Upjohn, Inc., (previously named Bushwood, Inc.),
The Upjohn Company, Pharmacia AB and AB Volvo
2 Letter Agreement dated October 31, 1995 between AB Volvo and
Pharmacia & Upjohn, Inc.
3 Agreement dated December 21, 1995 between AB Grundstenen 75 318
(now known as Fyrstegen AB) and AB Fortos
SCHEDULE A
AB Volvo
Each person named below is a director or executive director of Volvo, whose
principal business is described above in Item 2.
A. BOARD MEMBERS
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<CAPTION>
Present Principal Occupation or
Name Employment and Address Citizenship
<S> <C> <C>
<PAGE>
Bert-Olof Svanholm Chairman of AB Volvo. President of Asea Brown Boveri AB, Executive Swedish
Vice President of ABB Asea Brown Boveri Ltd. Chairman of the
Federation of Swedish Industries, Chalmers Institute of Technology
and the Royal Swedish Academy of Engineering Sciences (Jan. 1, 96).
Member of the Boards of A Ahlstrom Oy, Finland and Swedish Employers'
Confederation.
Address:
AB Volvo, S-405 08 Goteborg, Sweden
Per-Olof Eriksson Chairman of the Board of Svenska Kraftnat and AB Custos. Member of Swedish
the Boards of Sandvik AB, Svenska Handelsbanken, SSAB Svenskt Stal
AB, AB SKF, OK Petroleum AB, Skanska AB, NV Koninklijke Sphinx, The
Netherlands, Assa Abloy AB, Stockholm Institute of Technology and the
Federation of Swedish Industries. Member of the Royal Swedish
Academy of Engineering Sciences.
Address:
AB Volvo, S-405 08 Goteborg, Sweden
Hakan Frisinger Chairman of the Boards of Atle AB, Swedwood Holding BV, The Swedish
Netherlands and UBI AB. Vice Chairman of IRO AB. Member of the
Boards of Catella AB, Erik Penser Fondkommission AB, Ernstrom Holding
AB and IBS AB. Member of the Royal Academy of Engineering Sciences.
Address:
AB Volvo, S-405 08 Goteborg, Sweden
Tom Hedelius Chairman of the Boards of Svenska Handelsbanken and Bergman & Beving Swedish
AB. Vice Chairman of the Boards of AGA AB, Telefonaktiebolaget LM
Ericsson and AB Industrivarden. Member of the Boards of Svenska
Cellulosa Aktiebolaget SCA and ABA/SILA.
Address:
AB Volvo, S-405 08 Goteborg, Sweden
Soren Mannheimer President of Stadshypotek AB, Region Goteborgs och Bohus Ian. Swedish
Chairman of the National Pension Insurance Fund, Fourth Fund Managing
Board.
Address:
AB Volvo, S-405 08 Goteborg, Sweden
Bjorn Svedberg President and Chief Executive Officer of Skandinaviska Enskilda Swedish
Banken. Chairman of the Board of Telefonaktiebolaget LM Ericsson.
Member of the Boards of Asea Brown Boveri AB, ASEA AB, ABA/SILA and
STORA.
Address:
AB Volvo, S-405 08 Goteborg, Sweden
<PAGE>
Soren Gyll President of AB Volvo and Chief Executive Officer of the Volvo Group Swedish
since 1992. Chairman of the Board of Pharmacia AB. Chairman of the
board of AB Fortos. Member of the Boards of AB Catena, AB Custos,
ABA/SILA, the Federation of Swedish Industries and Swedish Employers'
Confederation. Member of the Royal Swedish Academy of Engineering
Sciences, the National Board of the Swedish National Association of
Engineering Industries and the Board of the Swedish Works
Association.
Address:
AB Volvo, S-405 08 Goteborg, Sweden
Lars-Goran Larsson AB Volvo. Representative for organization of salaried employees. Swedish
Address:
AB Volvo, S-405 08 Goteborg, Sweden
Olle Ludvigsson AB Volvo. Representative for plant trade union organizations. Swedish
Address:
AB Volvo, S-405 08 Goteborg, Sweden
Verner Pedersen AB Volvo. Representative for plant trade union organizations. Swedish
Address:
AB Volvo, S-405 08 Goteborg, Sweden
<CAPTION>
Deputy Members
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Lars-Erik Berg AB Volvo. Representative for organizations of salaried employees. Swedish
Address:
AB Volvo, S-405 08 Goteborg, Sweden
Christer Nordgren AB Volvo. Representative for organizations within BCP Branded Swedish
Consumer Products AB.
Address:
AB Volvo, S-405 08 Goteborg, Sweden
</TABLE>
B. EXECUTIVE OFFICERS
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<CAPTION>
Present Principal Occupation or
Name Employment and Address Citizenship
<S> <C> <C>
Soren Gyll See above
Lennart Jeansson Executive Vice President of AB Volvo. Member of the Board of AB Swedish
Fortos, AGA AB, AB Catena.
Address:
AB Volvo, S-405 08 Goteborg, Sweden
<PAGE>
Sten Langenius Executive Vice President of AB Volvo. Member of the Board of AB Swedish
Fortos.
Address:
AB Volvo, S-405 08 Goteborg, Sweden
Per-Erik Mohlin Executive Vice President of AB Volvo. Swedish
Address:
AB Volvo, S-405 08 Goteborg, Sweden
Jan Engstrom Senior Vice President and Chief Financial Officer of AB Volvo. Swedish
Address:
AB Volvo, S-405 08 Goteborg, Sweden
Leif Ake Nilsson Senior Vice President of AB Volvo. Swedish
Address:
AB Volvo, S-405 08 Goteborg, Sweden
Fred Bodin Senior Vice President and General Counsel of AB Volvo. Swedish
Address:
AB Volvo, S-405 08 Goteborg, Sweden
Claes Malmros Senior Vice President of AB Volvo. Swedish
Address:
AB Volvo, S-405 08 Goteborg, Sweden
Lars Anell Senior Vice President of AB Volvo. Swedish
Address:
AB Volvo, S-405 08 Goteborg, Sweden
Karl-Erling Trogen President of Volvo Truck Corporation. Swedish
Address:
AB Volvo, S-405 08 Goteborg, Sweden
Anders Hellman President of AB Volvo Penta. Swedish
Address:
AB Volvo, S-405 08 Goteborg, Sweden
Tuve Johannesson President of Volvo Car Corporation. Swedish
Address:
AB Volvo, S-405 08 Goteborg, Sweden
Bjorn Larsson President of Volvo Bus Corporation. Swedish
Address:
AB Volvo, S-405 08 Goteborg, Sweden
Arne Wittlov President of Volvo Aero Corporation. Swedish
Address:
AB Volvo, S-405 08 Goteborg, Sweden
<PAGE>
Bengt Ovlinger President of Volvo Construction Equipment Corporation. Swedish
Address:
AB Volvo, S-405 08 Goteborg, Sweden
Goran Linden Senior Vice President of AB Volvo. President and Chief Executive Swedish
Officer of AB Fortos. Chairman of the Boards of Swedish Match AB,
Retriva AB, Partena AB. Member of the Boards of Pripps Rengnes AB,
Nonark Stiga AB, Liber AB. Alfred Berg Fondkommission AB, Lithells
AB.
Address:
AB Fortos, PO Box 7724, Kungstradgarden, S-103 95 Stockholm, Swedens
</TABLE>
AB FORTOS
Each person named below is a director or executive director of Fortos, whose
principal business is described above in Item 2.
A. BOARD MEMBERS
<TABLE>
<CAPTION>
Present Principal Occupation or
Name Employment and Address Citizenship
<S> <C> <C>
Soren Gyll See above
Lennart Jeansson See above
Sten Langenius See above
Goran Linden See above
</TABLE>
B. EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
Present Principal Occupation or
Name Employment and Address Citizenship
<S> <C> <C>
Goran Linden See above
Alf Ehinger Senior Vice President and Chief Financial Officer of AB Fortos. Swedish
Address:
AB Fortos, PO Box 7724, Kungstradgarden, S-103 95 Stockholm, Sweden
<PAGE>
Hans Malmberg Senior Vice President of AB Fortos. Member of the Boards of Meda AB, Swedish
Chromogenix AB, Reso AB and Transpool AB.
Address:
AB Fortos, PO Box 7724, Kungstradgarden, S-103 95 Stockholm, Sweden
Tor Kvarnback General Counsel of AB Fortos. Swedish
Address:
AB Fortos, PO Box 7724, Kungstradgarden, S-103 95 Stockholm, Sweden
</TABLE>
FYRSTEGEN AB
<TABLE>
<CAPTION>
Present Principal Occupation or
Name Employment and Address Citizenship
<S> <C> <C>
Mikael Kromli Vice President of AB Volvo. Swedish
Address:
AB Volvo, S-405 08 Goteborg, Sweden
Eva Persson Vice President of AB Volvo. Swedish
Address:
AB Volvo, S-405 08 Goteborg, Sweden
Peter Werklund Vice President of AB Volvo. Swedish
Address:
AB Volvo, S-405 08 Goteborg, Sweden
</TABLE>
<TABLE>
<CAPTION>
Present Principal Occupation or
Name Employment and Address Citizenship
<S> <C> <C>
Mikael Kromli Vice President of AB Volvo. Swedish
Address:
AB Volvo, S-405 08 Goteborg, Sweden
<PAGE>
Eva Persson Vice President of AB Volvo. Swedish
Address:
AB Volvo, S-405 08 Goteborg, Sweden
Peter Werklund Vice President of AB Volvo. Swedish
Address:
AB Volvo, S-405 08 Goteborg, Sweden
</TABLE>
SCHEDULE B
Individuals in Schedule A convicted in a criminal proceeding during the five
year period prior to November 2, 1995
<TABLE>
<CAPTION>
Person Proceeding
<S> <C>
Karl-Erling Trogen Mr. Trogen was fined SEK 30.000 in November 2, by Hovratten for Vastra Sverige in
his capacity as the responsible manager within Volvo Truck Corporation. Volvo Truck
Corporation had started construction of a plant without, at that time, having
received the necessary permits according to the relevant environment legislation.
The necessary permits were later received by the company.
P O Eriksson Mr. Eriksson was fined in accordance with the Swedish insider regulations for not
having reported to the Swedish Financial Supervisory Authority within the stipulated
time-frame a purchase of 2,000 shares in Svenska Handelsbanken where Mr. Eriksson is
a board member.
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SCHEDULE C
<TABLE>
<CAPTION>
Name Transaction Date
<S> <C> <C>
Bert-Olof Svanholm Exchange of 4.100 Pharmacia shares for 4.100 Pharmacia- During Exchange Offer
Upjohn shares
Soren Gyll Exchange of 6.000 Pharmacia shares for 6.000 Pharmacia- During Exchange Offer
Upjohn shares
<PAGE>
Leif Ake Nilsson Exchange of 150 Pharmacia shares for 150 Pharmacia-Upjohn During Exchange Offer
shares
</TABLE>
