SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 16, 1999
PHARMACIA & UPJOHN, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-11557 98-0155411
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
95 Corporate Drive
Bridgewater, New Jersey 08807
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (888) 768-5501
N/A
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. Other Events.
On August 16, 1999, Pharmacia & Upjohn, Inc., a Delaware corporation
(the "Company"), announced the rescission of its previously announced plan to
repurchase up to $1 billion of the outstanding shares of the Company's common
stock. Since November 1998, the Company repurchased under this plan
approximately $215 million of the outstanding shares of its common stock.
The Company has rescinded the remaining portion of the stock repurchase
plan in order to satisfy the accounting rules necessary for the Company to use
the pooling method of accounting in its pending merger with Sugen, Inc. The
merger, which is subject to the approval of Sugen's shareholders at a meeting
scheduled for August 31, 1999, is currently scheduled to close in the third
quarter of 1999.
A copy of the press release issued by the Company on August 16, 1999 is
attached hereto as Exhibit 99.1 and is hereby incorporated by reference herein.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits
99.1 Press Release of the Company, issued August 16, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
PHARMACIA & UPJOHN, INC.
By: /s/ Don W. Schmitz
---------------------------------
Name: Don W. Schmitz
Title: Vice President and
Secretary
Dated: August 17, 1999
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<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
- ------- -----------
99.1 Press Release of the Company, issued August 16, 1999
[LOGO] PHARMACIA & UPJOHN
Pharmacia & Upjohn to Rescind Share Repurchase Program
BRIDGEWATER, NJ (August 16, 1999) - Pharmacia & Upjohn, Inc. (NYSE: PNU) today
announced that it has rescinded the remaining portion of a $1 billion share
repurchase program announced by the company in November 1998. Since its
announcement, the company has acquired approximately $215 million of its shares.
The rescission of the program is required by the United States
Securities and Exchange Commission to ensure that Pharmacia & Upjohn's proposed
merger with SUGEN, Inc. (NASDAQ: SUGN) meets certain requirements for "pooling
of interest" accounting. Pharmacia & Upjohn announced a merger agreement with
SUGEN on June 15, 1999.
A meeting of SUGEN shareholders to vote on the proposed transaction
is scheduled for August 31, 1999. If approved, the merger is expected to close
during the third quarter.
Pharmacia & Upjohn is a global, innovation-driven pharmaceutical and
health care company. Pharmacia & Upjohn's products, services, and employees
demonstrate its commitment to improve wellness and quality of life for people
around the world.
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Media Contact: Analyst Contact:
Paul Fitzhenry Craig Tooman
Tel. (908) 306-5421 Tel. (908) 306-4450
