<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 5, 2000
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PHARMACIA & UPJOHN, INC.
(Exact Name of Company as Specified in its Charter)
DELAWARE 98-0155411
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
------------------------
100 ROUTE 206 NORTH 07977
PEAPACK, NEW JERSEY (Zip Code)
(Address of principal executive offices)
DON W. SCHMITZ, ESQ.
VICE PRESIDENT AND SECRETARY
PHARMACIA & UPJOHN, INC.
100 ROUTE 206 NORTH
PEAPACK, NEW JERSEY 07977
(Name and address of agent for service)
(908) 901-8000
(Telephone number, including area code, of agent for service)
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DEREGISTRATION OF UNSOLD SECURITIES
The Registration Statement on Form S-3 (Registration No. 333-82723) (the
"Registration Statement") of Pharmacia & Upjohn, Inc. ("P&U") pertaining to
$1,000,000,000 debt securities, debt warrants and preferred stock of P&U to
which this Post-Effective Amendment No. 1 relates, was filed with the Securities
and Exchange Commission on July 13, 1999.
In accordance with an undertaking made by P&U in the Registration Statement
to remove from registration, by means of a post-effective amendment, any of the
securities which remain unsold at the termination of the offering, P&U hereby
removes from registration the securities of P&U registered but unsold under the
Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post Effective
Amendment No. 1 to this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Peapack, State of New Jersey, on May
5, 2000.
PHARMACIA & UPJOHN, INC.
By: /s/ Fred Hassan
------------------------------
Name: Fred Hassan
Title: President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this Post
Effective Amendment No. 1 to this Registration Statement has been signed below
by or on behalf of the following persons in the capacities and on the dates
indicated.
.
<TABLE>
<CAPTION>
NAME TITLE DATE
<S> <C> <C>
/s/ Fred Hassan Director, President and Chief May 5, 2000
- -----------------------------------
Fred Hassan Executive Officer
/s/ Christopher J. Coughlin Director and Executive Vice May 5, 2000
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Christopher J. Coughlin President
(Principal Accounting and
Financial Officer)
/s/ Richard T. Collier Director, Senior Vice President May 5, 2000
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Richard Collier and Assistant Secretary
</TABLE>
