UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
(AMENDMENT NO. 5)
Regeneron Pharmaceuticals, Inc.
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(Name of The Company)
Common Stock (Par Value $ 0.001 Per Share)
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(Title of Class of Securities)
75886F 10 7
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(CUSIP Number)
Terry L. Overbey
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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)
November 21, 2001
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(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 2,662,505
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
2,662,505
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,662,505
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.48%
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 2,662,505
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
2,662,505
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,662,505
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.48%
14 TYPE OF REPORTING PERSON
CO
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 5 ("Amendment No. 5") 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
(e) Not applicable
(f) Not applicable
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable
ITEM 4. PURPOSE OF TRANSACTION.
(a) Item 4(a) of the Statement is hereby amended as follows:
On November 21, 2001, Procter & Gamble Pharmaceuticals, Inc. ("P&G
Pharmaceuticals") entered into an agreement to sell (the "Sale") 3,000,000
shares of Common Stock owned by P&G Pharmaceuticals to four affiliated
institutional investors at a cash price of $20.00 per share and for an
aggregate purchase price of $60 million. The Sale is scheduled to be
consummated on November 29, 2001. Following the Sale, the Reporting Person
will beneficially own 2,662,505 shares of Common Stock. The Company
consented to the Sale under the Lock-Up Agreement, dated March 9, 2001,
(the "March 2001 Lock-Up Agreement") pursuant to which the Reporting Person
had previously agreed not to sell any of the shares of Common Stock owned
by the Reporting Person prior to March 31, 2002. In connection with the
Sale, the Reporting Person and the Company entered into a new Lock-Up
Agreement, dated November 21, 2001, in which the Reporting Person agreed
not to sell any of the remaining shares of the Company's Common Stock owned
by the Reporting Person prior to March 31, 2003, except the Reporting
Person may sell up to an aggregate amount not to exceed 500,000 shares of
the Company's Common Stock between April 1, 2002 and March 31, 2003 as well
as any sales under the circumstances contemplated under the March 2001
Lock-Up Agreement.
(b) None
(c) None
(d) None
(e) None
(f) None
(g) None
(h) None
(i) None
(j) None
ITEM 5. INTERESTS IN SECURITIES OF THE COMPANY.
--------------------------------------
(a) After giving effect to the Sale, the Reporting Person
beneficially owns 2,662,505 shares of Common Stock, representing 6.48 % 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) See Item 4(a) for information responsive to this item.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE COMPANY.
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Not applicable
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
--------------------------------
The following documents are filed as Exhibits:
Exhibit 1 Form of Sale Agreement
Exhibit 2 Letter Agreement between the Company and the Reporting Person
with respect to the disposition of shares of Common Stock.
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.
November 28, 2001
THE PROCTER & GAMBLE COMPANY
By: /s/ Clayton C. Daley
---------------------------------
Name: Clayton C. Daley
Title: Vice President - Chief
Financial Officer and
Controllor
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.
November 28, 2001
PROCTER & GAMBLE PHARMACEUTICALS, INC.
By: /s/ Clayton C. Daley
---------------------------------
Name: Clayton C. Daley
Title: Vice President - Chief
Financial Officer and
Controllor
Exhibit 1
PROCTER & GAMBLE PHARMACEUTICALS, INC. "Seller") hereby agrees to
sell to [BUYER'S NAME] ("Buyer"), and Buyer agrees to buy from Seller,
[number of shares] shares of Common Stock of REGENERON PHARMACEUTICALS, INC.
(the "Issuer") at $20 per share, or [dollar amount] in the aggregate.
Seller agrees that on November 29, 2001, Seller will deliver or cause to be
delivered to Buyer at [Buyer's Address], a certificate or certificates for
such shares, duly endorsed for transfer to Buyer or with an accompanying
stock power or powers in customary form, against payment by Buyer of the
purchase price therefor by wire transfer in immediately available funds to
Seller at [bank account] for the account of The Procter & Gamble Company on
November 29, 2001.
Seller represents that Seller is not, and has not been during the
preceding three months, an "affiliate" of the Issuer, as such term is
defined in Rule 144 under the Securities Act of 1933, and that such shares
may be sold at this time by Seller under such Rule 144 without limitation
on the amount of securities sold or the manner of sale.
IN WITNESS WHEREOF, Buyer and Seller have signed this agreement on
November 21, 2001.
PROCTER & GAMBLE PHARMACEUTICALS, INC.
By
-----------------------------
[BUYER]
By /s/ R.C. Stewart
-----------------------------
Exhibit II
November 21, 2001
Regeneron Pharmaceuticals, Inc.
777 Old Saw Mill River Road
Tarrytown, NY 10591-6707
Re: Lock-Up
Dear Sirs:
Reference is hereby made to the letter dated March 9, 2001 (the
"March 2001 Lock-Up Letter") sent by The Procter & Gamble Company ("P&G")
to Regeneron Pharmaceuticals, Inc. (the "Company"). The Company hereby
waives certain of its rights under the March 2001 Lock-up Letter solely to
enable P&G to sell 3,000,000 shares of the Company's common stock, par
value share $0.001 per share (the "Common Stock") to [Baker/Tisch
Investments, LLC] on or before November 30, 2001. In consideration of the
foregoing, and other good and valuable consideration, the recipient and
sufficiency of which are hereby acknowledged, P&G agrees with the Company
that, from March 31, 2002 through March 31, 2003, neither P&G nor its
wholly-owned subsidiaries will directly or indirectly, (i) offer, pledge,
sell, contract to sell, grant any option right or warrant for the sale of,
or otherwise dispose of or transfer any shares of the Common Stock or any
securities convertible into or exchangeable or exercisable for Common
Stock, whether now owned or hereafter acquired by P&G or its wholly-owned
subsidiaries or with respect to which P&G or its wholly-owned subsidiaries
have or hereafter acquire the power of disposition, or file any
registration statement under the Securities Act of 1933, as amended, with
respect to any of the foregoing or (ii) enter into any swap or any other
agreement or any transaction that transfers, in whole or in part, directly
or indirectly, the economic consequences of ownership of the Common Stock,
whether any such swap or transaction is to be settled by delivery of Common
Stock or other securities, in cash or otherwise; provided the foregoing
will not prohibit any Permitted Transfers (as defined below).
For purpose hereof, a "Permitted Transfer" shall mean (i)
dispositions of Common Stock up to an aggregate amount not to exceed
500,000 shares of Common Stock between April 2, 2002 and March 31, 2003,
(ii) transfers between P&G and any of its wholly-owned subsidiaries, so
long as the transferee in any case described in this clause (ii) agrees to
be bound by the restrictions in this letter and P&G remains responsible for
the performance of the transferee, and (iii) dispositions made pursuant to
bona fide tender or exchange offers made by a third party or the Company
for shares of capital stock of the Company, so long as either (x) such
offer is for capital stock representing 20% or more of the Company's voting
power and such offer in supported by the majority of the Company's Board of
Directors, or (y) such offer is for capital stock representing 50% or more
of the Company's voting power and the Company's shareholders rights plan is
rendered inapplicable to such offer by the Company or final court order.
Expect as set forth above, nothing herein shall be deemed to amend,
modify or waiver any of the terms or requirements in March 2001 Lock-Up
Letter.
Very truly yours,
THE PROCTER & GAMBLE COMPANY
By: /s/ R.C. Stewart
---------------------------
Name:
Title:
ACCEPTED AND AGREED TO:
REGENERON PHARMACEUTICALS, INC
By: /s/ Stuart Kolinski
--------------------------------
Name: Stuart Kolinski
Title: General Counsel
Date: November 21, 2001