UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Pharmacia & Upjohn, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
616130 50 4
(CUSIP Number)
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Eva Persson with copies to:
AB Volvo Maureen Brundage, Esq.
S-405 08 Goteborg Timothy B. Goodell, Esq.
Sweden White & Case
46-31-590000 1155 Avenue of the Americas
New York, New York 10036
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
June 25, 1996
____________________________________________________________
(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 ( ).
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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 ( )
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 Sotrof Aktiebolag. Such shares of
Common Stock have been excluded to avoid double counting of the aggregate shares of Common Stock owned by AB Volvo and Sotrof
Aktiebolag.
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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
Sotrof Aktiebolag (formerly known as 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
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7%
14 TYPE OF REPORTING PERSON
CO
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ITEM 1. SECURITY AND ISSUER
This Amendment No. 2 ("Amendment No. 2") 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 which are located at
Knyvett House, The Causeway, Staines, Middlesex TW18 3BA, England. The
purpose of this Amendment No. 2 is to amend and supplement Amendment No. 1 to
the Schedule 13D dated January 11, 1996 ("Amendment No. 1") filed by AB Volvo
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("Volvo") and Fyrstegen AB, which amends and restates the Schedule 13D dated
November 2, 1996 filed by AB Volvo ("Volvo") and AB Fortos (such Schedule 13D
as amended and restated in Amendment No. 1, the "Schedule 13D").
ITEM 2. IDENTITY AND BACKGROUND
Items 2(a) and (c) of the Schedule 13D are hereby amended and
supplemented as follows:
(a) This Amendment No. 2 is being filed by (i) Volvo, a corporation
organized and existing under the laws of the Kingdom of Sweden and (ii) Sotrof
Aktiebolag, formerly known as Fyrstegen AB, a corporation organized and
existing under the laws of the Kingdom of Sweden ("Sotrof"). Sotrof is a
direct wholly-owned subsidiary of AB Fortos, a corporation organized and
existing under the laws of the Kingdom of Sweden, which is a direct wholly-
owned subsidiary of Volvo. The name of Fyrstegen AB was changed to "Sotrof
Aktiebolag" pursuant to an amendment to the company's Articles of Association,
effective as of May 21, 1996.
(b) The principal business activity of Sotrof is the ownership and
administration of shares quoted on stock exchanges and other securities and
activities related thereto. Sotrof is authorized to conduct such business
activity pursuant to an amendment to the company's Articles of Association,
effective as of May 21, 1996.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Schedule 13D is hereby amended and supplemented as
follows:
On June 25, 1996, Volvo issued a press release announcing that it
has decided to proceed, subject to market conditions, with a global offering
of a majority of its holding of Common Stock, comprising a total of 46,000,000
shares with an option for underwriters to purchase an additional 6,900,000
shares to cover possible over-allotment. This offering is consistent with
Volvo's stated intention of concentrating its resources on its vehicle and
transport equipment operations. The full text of the press release is set
forth as Exhibit 1 and is incorporated herein by reference.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Item 6 of the Schedule 13D is hereby amended and supplemented as
follows:
Soren Gyll, President and Chief Executive Officer of Volvo,
currently is a director of the Company. Goran Linden, currently a director of
the Company, is no longer an executive officer of Volvo or a director of
Sotrof.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit No. Description
1 Press Release issued by Volvo on June 25, 1996
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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: June 27, 1996
AB VOLVO
By: /s/ Fred Bodin
Name: Fred Bodin
Title: Senior Vice President
By: /s/ Jan Engstrom
Name: Jan Engstrom
Title: Senior Vice President
and Chief Financial Officer
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: June 27, 1996
SOTROF AKTIEBOLAG
By: /s/ Fred Bodin
Name: Fred Bodin
Title: Member of the Board
By: /s/ Jan Engstrom
Name: Jan Engstrom
Title: Member of the Board
Exhibit No. Description
1 Press Release issued by Volvo on June 25, 1996
VOLVO PROCEEDS WITH GLOBAL OFFERING OF PHARMACIA & UPJOHN SHARES
AB Volvo has decided to proceed, subject to market conditions, with a global
offering of a majority of its holding of shares in Pharmacia & Upjohn, Inc.
The offering, which comprises a total of 46,000,000 shares, representing two-
thirds of Volvo's present holding, will be directed to buyers in the US, the
Nordic countries and in other international markets. In addition, the
underwriters will have options to purchase up to an additional 6,900,000
shares to cover possible over-allotments.
Volvo has appointed Goldman, Sachs & Co. and Merrill Lynch & Co. as joint
global co-ordinators and joint bookrunners.
A roadshow related to the offering is expected to begin in Stockholm on Friday
July 5 and to continue the following two weeks in Europe and the United
States. Pricing of the offering is expected during the week of July 22.
Following the offering, Volvo's shareholding in Pharmacia & Upjohn will
represent approximately 4.7% of the equity (3.3% if over-allotment options are
exercised in full). Volvo has agreed to a six month lock-up period for its
remaining shareholding.
This offering is consistent with Volvo's stated intention of concentrating its
resources on its vehicle and transport equipment operations.
Copies of prospectuses can be obtained from Goldman, Sachs Co. and Merrill
Lynch & Co.
A registration statement relating to these securities has been filed with the
United States Securities and Exchange Commission but has not yet become
effective. These securities may not be sold nor may offers to buy be accepted
prior to the time the registration statement becomes effective. This
communication shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sales of these securities in any U.S.
State in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such U.S. State
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such U.S.
State.
