-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SIPt2DAVNbrVruMKVo+qT9+4IR6y2opX0QFNzP5zB8lCGW7QHEBi9MuDRhtB4PqX KvVxXjQGSTbcxSpL0xBRnA== 0000895345-04-000059.txt : 20040211 0000895345-04-000059.hdr.sgml : 20040211 20040211122217 ACCESSION NUMBER: 0000895345-04-000059 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040211 GROUP MEMBERS: PROCTER &GAMBLE PHARMACEUTICALS, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REGENERON PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000872589 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 133444607 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41938 FILM NUMBER: 04584867 BUSINESS ADDRESS: STREET 1: 777 OLD SAW MILL RIVER RD CITY: TARRYTOWN STATE: NY ZIP: 10591-6707 BUSINESS PHONE: 9143477000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PROCTER & GAMBLE CO CENTRAL INDEX KEY: 0000080424 STANDARD INDUSTRIAL CLASSIFICATION: SOAP, DETERGENT, CLEANING PREPARATIONS, PERFUMES, COSMETICS [2840] IRS NUMBER: 310411980 STATE OF INCORPORATION: OH FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE PROCTER & GAMBLE PLZ CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5139831100 SC 13D/A 1 wr13da.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* (Amendment No. 6) 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) Chris Walther ------------------------------------------------ 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) June 10, 2003 ------------------------------------------------ (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 Procter & 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 7 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 573,630 9 SOLE DISPOSITIVE POWER EACH REPORTING 0 PERSON 10 SHARED DISPOSITIVE POWER 573,630 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 573,630 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |-| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.1% 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 Procter & 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 7 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 573,630 9 SOLE DISPOSITIVE POWER EACH REPORTING 0 PERSON 10 SHARED DISPOSITIVE POWER 573,630 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 573,630 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |-| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.1% 14 TYPE OF REPORTING PERSON CO ITEM 1. SECURITY AND ISSUER. -------------------- This Amendment No. 6 ("Amendment No. 6") 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 The Procter & Gamble Company ("P&G") and Procter & Gamble Pharmaceuticals, Inc. ("P&G Pharmaceuticals") are hereinafter referred to collectively as the "Reporting Persons". (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: Between November 20, 2001 and June 10, 2003, P&G Pharmaceuticals conducted open market sales of the Company's Common Stock (the "Sales") on the dates and in the amounts set forth in Exhibit 1 hereto (the "Schedule of Sales"). (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 Sales, the Reporting Person beneficially owns 573,630 shares of Common Stock, representing 1.1% of the total shares of Common Stock based upon the total number shares of Common Stock outstanding reported in the Company's Form 10-Q filed on November 12, 2003. Because the Reporting Persons beneficially owns less than five percent of the total shares of Common Stock outstanding, this amendment constitutes the final amendment to the Statement with respect to the Reporting Persons. (b) The Reporting Persons share the power to vote or direct the vote and to dispose or to direct the disposition of the shares of Common Stock beneficially owned by such Reporting Person as indicated above. (c) See Item 4(a) for information responsive to this item. (d) Not applicable. (e) The Reporting Persons ceased to be the beneficial owners of five percent of the Company's Common Stock on August 23, 2002. As such, following the date of the filing of this Amendment No. 6, the Reporting Persons will no longer report their ownership interest in the Common Stock of the Company unless and until the Reporting Persons would be required to do so pursuant to Rule 13d-1(a). ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE COMPANY. -------------------------------------------------------- Not applicable ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. --------------------------------- The following documents are filed as Exhibits: Exhibit 1: Schedule of Sales 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. February 11, 2004 THE PROCTER & GAMBLE COMPANY By: /s/ Chris Walther ----------------------------------- Name: Chris Walther Title: Assistant Secretary 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. February 11, 2004 PROCTER & GAMBLE PHARMACEUTICALS, INC. By: /s/ Chris Walther ----------------------------------- Name: Chris Walther Title: Assistant Secretary EXHIBIT 1 Schedule of Sales
Date of Sale Number of shares sold Price per Share ($) Where and How Transaction Effected - ------------ --------------------- ------------------- ---------------------------------- April 16, 2002 40,000 24.12 Dealer Transaction on the NASDAQ April, 17, 2002 3,000 24.18 Dealer Transaction on the NASDAQ April 19, 2002 10,500 24.00 Dealer Transaction on the NASDAQ July 31, 2002 50,000 17.56 Dealer Transaction on the NASDAQ August 9, 2002 36,000 17.02 Dealer Transaction on the NASDAQ August 15, 2002 61,500 17.09 Dealer Transaction on the NASDAQ August 16, 2002 44,500 17.01 Dealer Transaction on the NASDAQ August 22, 2002 100,000 17.36 Dealer Transaction on the NASDAQ August 23, 2002 58,500 17.00 Dealer Transaction on the NASDAQ October 3, 2002 3,650 15.03 Dealer Transaction on the NASDAQ December 10, 2002 40,000 20.42 Dealer Transaction on the NASDAQ June 4, 2003 183,300 14.52 Dealer Transaction on the NASDAQ June 5, 2003 275,500 15.10 Dealer Transaction on the NASDAQ June 6, 2003 243,550 15.94 Dealer Transaction on the NASDAQ June 9, 2003 571,667 16.11 Dealer Transaction on the NASDAQ June 10, 2003 367,208 16.26 Dealer Transaction on the NASDAQ
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