UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
(AMENDMENT NO. 2)
Regeneron Pharmaceuticals, Inc
- ---------------------------------------------------------------------------
(Name of The Company)
Common Stock (Par Value $ 0.001 Per Share)
- ---------------------------------------------------------------------------
(Title of Class of Securities)
75886F 10 7
- ---------------------------------------------------------------------------
(CUSIP Number)
Terry L. Overbey
The Procter & Gamble Company
One Procter & Gamble Plaza
Cincinnati, OH 45202-3315
(513) 983-4463
- ---------------------------------------------------------------------------
(Name, Address and Telephone Number of Persons Authorized
to Receive Notices and Communications)
May 31, 2000
- ---------------------------------------------------------------------------
(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(e), 13d-1(f) or 13d-1(g), check
the following box |_|.
*The remainder of this cover page will be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page will not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but will be subject to all other provisions of the
Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. 75886F 10 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE PROCTOR & GAMBLE COMPANY
IDENTIFICATION NUMBER 31-0411980
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
OHIO
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 7,173,630
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
7,173,630
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,173,630
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.9%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 75886F 10 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE PROCTOR & GAMBLE PHARMACEUTICALS, INC.
IDENTIFICATION NUMBER 31-1209457
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
OHIO
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 7,173,630
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
7,173,630
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,173,630
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.9%
14 TYPE OF REPORTING PERSON
CO
ITEM 1. SECURITY AND ISSUER.
--------------------
This Amendment No. 2 (the "Amendment No. 2") to the
Statement on Schedule 13D (the Statement as so amended, the "Statement")
relates to the Common Stock, par value $.001 per share (the "Common Stock")
of Regeneron Pharmaceuticals, Inc., a New York corporation (the "Company").
The principal executive offices of the Company are at 777 Old Saw Mill
Road, Tarrytown, NY 10591.
ITEM 2. IDENTITY AND BACKGROUND.
------------------------
(a) Name: The Procter & Gamble Company
State of Incorporation: Ohio
Principal Business: Manufacture and marketing of
consumer products
Address of Principal Business: One Procter & Gamble Plaza
Cincinnati, Ohio 45202
Name: Procter & Gamble Pharmaceuticals, Inc.
State of Incorporation: Ohio
Principal Business: Manufacture and marketing of
pharmaceutical products
Address of Principal Business: same
(b) Not applicable
(c) Not applicable
(d) Not applicable
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
--------------------------------------------------
Working Capital
ITEM 4. PURPOSE OF TRANSACTION.
-----------------------
(a) Item 4(a) of the Statement is hereby amended and
restated in full as follows:
The Reporting Person presently beneficially owns an
aggregate of 7,173,630 shares of Common Stock, of which 5,150,000 are
shares of Common Stock owned directly by the Reporting Person and 1,450,000
are shares of Common Stock which may be acquired by the Reporting Person
upon the exercise of Warrants (as defined below) to acquire shares of
Common Stock that are currently exercisable by the Reporting Person and
573,630 shares of Common Stock are to be acquired by the Reporting Person
on August 3, 2000 as described below. Of the total 7,173,630 shares so
beneficially owned by the Reporting Person, 800,000 shares were acquired by
the Reporting Person prior to June 30, 1997 (the "Initial Shares"), the
date of the First Closing under the Securities Purchase Agreement described
below, and the remaining shares of Common Stock and Warrants were acquired
by the Reporting Person pursuant to the terms of a Securities Purchase
Agreement, dated as of May 13, 1997 (the "Securities Purchase Agreement"),
between the Reporting Person and the Company. At the same time as the
parties entered into the Securities Purchase Agreement, the parties and/or
their affiliates entered into (i) the Warrant Agreement, dated as of May
13, 1997 (the "Warrant Agreement") between the Reporting Person and the
Company and (ii) the Registration Rights Agreement, dated as of May 13,
1997 (the "Registration Rights Agreement") between the Reporting Person and
the Company. The Initial Shares were acquired by Procter & Gamble
Pharmaceuticals, Inc., a wholly owned subsidiary of the Reporting Person
pursuant to (i) a Stock Purchase Agreement, dated as of December 11, 1996
(the "Initial Purchase Agreement"), between Procter & Gamble
Pharmaceuticals, Inc. and the Company, and (ii) the Registration Rights
Agreement, dated as of December 11, 1996 (the Initial Registration Rights
Agreement), between Procter & Gamble Pharmaceuticals, Inc. and the Company.
Of the total shares of Common Stock and Warrants acquired on
June 30, 1997 pursuant to the Securities Purchase Agreement, 4,350,000 of
Common Stock and all of the Warrants were acquired at the initial closing
under the Securities Purchase Agreement on June 30, 1997 (the "First
Closing"). At the First Closing, the Reporting Person acquired such shares
of Common Stock and Warrants for an aggregate cash purchase price of
$42,934,500.
In addition, pursuant to its commitment in the Securities
Purchase Agreement to acquire additional shares of Common Stock at the
election of the Company prior to June 30, 2002, the Company sent notice on
May 31, 2000 to the Reporting Person requiring such Reporting Person to
acquire an additional 573,630 shares of Common Stock of the Company at a
purchase price of $29.75 per share in cash (for a total consideration of
$17,065,492.50). This per share price was the same price at which the
Company issued shares of Common Stock in its public offering consummated on
April 4, 2000. This transaction is scheduled to close 45 trading days from
the date of notice (August 3, 2000).
The purpose of the acquisition by the Reporting Person of
all of the shares of Common Stock and Warrants beneficially owned by it is
for general investment purposes and to realize the potential appreciation
in the value of the Common Stock based on the Reporting Person's view of
the prospects of the Company at the time the Reporting Person entered into
the Securities Purchase Agreement. In making its investment, the Reporting
Person considered the Company's plans and prospects, including the business
opportunities that might arise from the commercial research and development
collaboration arrangements between the parties contemplated by the ten year
multi-project collaboration agreement to discover, develop and
commercialize certain pharmaceutical products (the "Collaboration
Agreement"), between the Reporting Person and the Company.
The Reporting Person does not hold the shares of Common
Stock or Warrants it beneficially owns with the purpose or effect of
changing or influencing control of the Company. The Reporting Person has no
representative on the Board of Directors of the Company nor any right to
manage the business or affairs of the Company. In view of the expiration of
the Reporting Person's commitment in the Securities Purchase Agreement not
to sell any shares of Common Stock prior to June 27, 2000, the Reporting
Person presently intends, subject to market conditions, to sell
approximately 600,000 shares of Common Stock in open market transactions in
the next several months in order to maintain its aggregate ownership
interest in the Company at approximately the same level as was in effect
prior to the issuance by the Company to the Reporting Person of the 573,630
shares of Common Stock to be issued on August 3, 2000. Any such decision by
the Reporting Person as to the sale of such shares will depend on
prevailing market conditions, the Reporting Person's view of the prospects
of the Company and other factors. Separately, the term of the Collaboration
Agreement is 10 years, but either party may terminate the agreement at the
fifth anniversary of the Effective Date (as defined in the Collaboration
Agreement) with one year's notice. The Reporting Person has made no
decision to terminate the Collaboration Agreement and accordingly can give
no assurances that it will or will not terminate such agreement.
(b) None
(c) None
(d) None
(e) None
(f) None
(g) None
ITEM 5. INTERESTS IN SECURITIES OF THE COMPANY.
---------------------------------------
(a) As of June 5, 2000 the Reporting Person beneficially
owns 7,173,630 shares of Common Stock, inclusive of Warrants covering
1,450,000 shares of Common Stock, and representing 20.9% of the total
shares of Common Stock.
(b) The Reporting Person has sole voting power over all
shares of Common Stock so beneficially owned by it and does not share
voting power over any such shares. The Reporting Person has sole
dispositive power over all shares of Common Stock so beneficially owned by
it and does not share dispositive power over any such shares.
(c) None
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE COMPANY.
--------------------------------------------------------
Item 6 to Schedule 13D is hereby amended and restated in its
entirety as follows:
Securities Purchase Agreement
- -----------------------------
Pursuant to the Initial Purchase Agreement, the Reporting
Person purchased 800,000 shares of Common Stock for an aggregate purchase
price of $10,000,000.
Pursuant to the Securities Purchase Agreement, the Reporting
Person purchased at the First Closing, for an aggregate purchase price of
$42,934,500, 4,350,000 shares of Common Stock and 1,450,000 Warrants. Each
Warrant entitles the Reporting Person to purchase one share of Common Stock
at any time during the five years subsequent to the Effective Date at an
Exercise Price of $9.87 per share, in accordance with the Warrant
Agreement.
Pursuant to its commitment in the Securities Purchase
Agreement to purchase $60,000,000 in the aggregate in shares of Common
Stock during the 5-year period commencing at the First Closing, the Company
sent a notice on May 31, 2000 to the Reporting Person requiring the
Reporting Person to purchase an additional 573,630 shares of Common Stock
at a cash purchase price of $29.75 per share 45 trading days thereafter
(August 3, 2000).
As part of the Securities Purchase Agreement, the Reporting
Person agreed not to sell or dispose of any of the shares of Common Stock
or Warrants owned by it during a 3-year period from the First Closing
ending June 27, 2000. In addition, the Reporting Persons agreed not to
purchase additional shares of Common Stock, in the open market or
otherwise, if, after giving effect thereto, the Reporting Person would own
in excess of 20% of the outstanding Common Stock and Class A Common Stock
counting together as a class or more than 20% of the aggregate voting power
of the Company's voting securities.
Warrant Agreement
- -----------------
Pursuant to the Warrant Agreement, each Warrant entitles the
Holder to acquire one share of Common Stock at any time during the five
years subsequent to such purchase at the Exercise Price. The Exercise Price
is subject to adjustment upon the occurrence of certain anti-dilution
events.
Transfer by the Reporting Person of Warrants is subject to a
right of first refusal in favor of the Company. If the Company does not
elect to purchase all or any part of such offered Warrants, then within
sixty (60) days, the Reporting Person may transfer all or part of such
Warrants to the proposed purchaser.
The Warrant Agreement shall terminate at 5:00 p.m., New York
time on June 30, 2002. Notwithstanding the foregoing, the Warrant Agreement
will terminate on any earlier date if all Warrants have been exercised.
Registration Rights Agreement
- -----------------------------
Pursuant to the Registration Rights Agreement, the holders
of a majority of Registrable Securities, at any time from and after the
third anniversary of the Effective Date, may, subject to certain
limitations, make a total of two written requests (a "Demand Registration")
to the Company for registration under the Securities Act of 1933 of all
shares of Common Stock owned by or issuable upon the exercise of Warrants
owned by the Reporting Person.
The Company has also granted the Reporting Person certain
customary piggyback registration rights to permit the Reporting Person to
include shares of Common Stock owned by it in any registration statement
filed for the account of the Company or to the holders of the Common Stock.
The Reporting Person has also made certain holdback commitments not to sell
shares of Common Stock following the completion of an underwritten public
offering.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
--------------------------------
The following documents are between the Company and
Reporting Person.
Exhibit 1 Joint Filing Agreement, dated June 2, 2000
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.
June 5, 2000
THE PROCTER & GAMBLE COMPANY
By:/s/ David R. Walker
-------------------------
Name: David R. Walker
Title: Vice President and Controller
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.
June 5, 2000
PROCTER & GAMBLE PHARMACEUTICALS, INC.
By:/s/ David R. Walker
-------------------------
Name: David R. Walker
Title: Vice President and Controller
EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing Statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this Statement shall be filed on behalf of each of
the undersigned without the necessity of filing additional joint filing
agreements. The undersigned acknowledge that each shall be responsible for
the timely filing of such amendments, and for the completeness and accuracy
of the information concerning it contained therein, but shall not be
responsible for the completeness and accuracy of the information concerning
the others, except to the extent that it knows or has reason to believe
that such information is inaccurate.
This Agreement may be executed counterparts and each of such
counterparts taken together shall constitute one and the same instrument.
Dated: June 5, 2000
THE PROCTER & GAMBLE COMPANY
By: /s/ David R. Walker
--------------------------
Name: David R. Walker
Title: Vice President and Controller
PROCTER & GAMBLE
PHARMACEUTICALS, INC.
By: /s/ David R. Walker
--------------------------
Name: David R. Walker
Title: Vice President and Controller