<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) July 2, 1996
------------------------
Pharmacia & Upjohn, Inc.
- -------------------------------------------------------------------------------
(Exact name of Registrant as Specified in Charter)
Delaware 1-11557 98-0155911
- -------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
Knyvett House, The Causeway, Staines, Middlesex TW18 3BR, England. (N/A)
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code 44-181-956-0043
-------------------------
(N/A)
- -------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE> 2
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
In connection with the creation of the Registrant for the
combination of Pharmacia AB and The Upjohn Company which was consummated on
November 2, 1995, the Registrant appointed Coopers & Lybrand L.L.P. and KPMG
Peat Marwick LLP ("KPMG") as joint independent public accountants for purposes
of certifying the Registrant's consolidated financial statements. This joint
appointment was made on an interim basis to facilitate the implementation of
the combination until a decision could be made on the appointment of a single
firm. The Registrant's Board of Directors, upon recommendation of its Audit
Committee, has determined to appoint Coopers & Lybrand L.L.P. as the
Registrant's certifying accountant.
No disagreements between the Registrant and KPMG regarding matters
of accounting principles or practices, financial statement disclosures or
auditing scope or procedure occurred in connection with the audits of the
years ending December 31, 1994 and 1995, or during the period subsequent to
December 31, 1995. The reports of KPMG on the Registrant's financial
statements for the years ended December 31, 1994 and 1995 (which were issued
jointly with Coopers & Lybrand L.L.P.) were unqualified.
ITEM 5. OTHER EVENTS.
Not applicable.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not applicable.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Not applicable.
ITEM 8. CHANGE IN FISCAL YEAR.
Not applicable.
<TABLE>
<CAPTION>
Exhibit Description
- ------- -----------
<S> <C>
16.1 Letter from KPMG Peat Marwick regarding change
in certifying accountant.
</TABLE>
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to the report to be signed on its
behalf by the undersigned hereunto duly authorized.
Pharmacia & Upjohn, Inc.
(Registrant)
By /s/ Kenneth M. Cyrus
-----------------------------
Name: Kenneth M. Cyrus
Title: Senior Vice President,
General Counsel and
Secretary
Dated: July 2, 1996
<PAGE> 1
EXHIBIT 16.1
[KPMG PEAT MARWICK LLP LETTERHEAD]
June 28, 1996
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously engaged, together with Coopers and Lybrand L.L.P., as joint
independent public accountants for Pharmacia & Upjohn, Inc. and, under date of
February 21, 1996, we reported on the consolidated financial statements of
Pharmacia & Upjohn, Inc. and subsidiaries as of December 31, 1995 and 1994 and
for each of the years in the three-year period ended December 31, 1995. On
June 10, 1996, our appointment as joint independent public accountants was
terminated. We have read the statements of Pharmacia & Upjohn, Inc. included
under Item 4 of its Form 8-K dated June 18, 1996, and agree with such
statements.
Very truly yours,
KPMG PEAT MARWICK LLP
