-----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, KFoV/8K9xhxcSMCHu/WLAlmcKlkMlseBtMoknmTC9q8OI248y+JfKFn3CSIOlXkT bO6rse8rg0lOZTqU7h++FA== 0000906344-00-000002.txt : 20000107 0000906344-00-000002.hdr.sgml : 20000107 ACCESSION NUMBER: 0000906344-00-000002 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000106 GROUP MEMBERS: YAMANOUCHI GROUP HOLDING, INC. GROUP MEMBERS: YAMANOUCHI PHARMACEUTICAL CO LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SHIRE PHARMACEUTICALS GROUP PLC CENTRAL INDEX KEY: 0000936402 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-55755 FILM NUMBER: 502629 BUSINESS ADDRESS: STREET 1: EAST ANTON ANDOVER STREET 2: HAMPSHIRE ENGLAND CITY: ENGLAND SP10 5RG MAIL ADDRESS: STREET 1: EAST ANTON ANDOVER STREET 2: HAMPSHIRE ENGLAND CITY: ENGLAND SP10 5RG FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: YAMANOUCHI PHARMACEUTICAL CO LTD CENTRAL INDEX KEY: 0000905462 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 311 NILHONBASHI HONCHO 2 CHOME STREET 2: CHUO-KU TOKOYO 103 CITY: JAPAN MAIL ADDRESS: STREET 1: 311 NIHONBASHI HONCHO 2 CHOME STREET 2: CHUO-KU TOKYO CITY: JAPAN STATE: M0 SC 13G 1 SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. _) SHIRE PHARMACEUTICALS GROUP plc (Name of Issuer) Ordinary Shares, nominal value 5p (Title of Class of Securities) 82481R106* (CUSIP Number) December 23, 1999 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] Rule 13d-1(d) *The CUSIP number provided is assigned the American Depository Shares ("ADSs") representing the Ordinary Shares of the Issuer. The positions reported herein by the Reporting Persons are held in the form of ADSs. Page 1 of 7 CUSIP No. 82481R106 SCHEDULE 13G Page 2 of 7 1 Name Of Reporting Person YAMANOUCHI PHARMACEUTICAL CO., LTD. IRS Identification No. Of Above Person 13-2971791 2 Check The Appropriate Box If A Member Of A Group (a) [x] (b) [ ] 3 SEC USE ONLY 4 Citizenship Or Place Of Organization Japan 5 Sole Voting Power -0- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 6 Shared Voting Power 15,791,706 Ordinary Shares (represented by 5,263,902 ADSs) 7 Sole Dispositive Power -0- 8 Shared Dispositive Power 15,791,706 Ordinary Shares (represented by 5,263,902 ADSs) 9 Aggregate Amount Beneficially Owned By Each Reporting Person 15,791,706 Ordinary Shares (represented by 5,263,902 ADSs) 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares [ ] 11 Percent Of Class Represented By Amount In Row 9 6.5% 12 Type Of Reporting Person HC CUSIP No. 82481R106 SCHEDULE 13G Page 3 of 7 1 Name Of Reporting Person YAMANOUCHI GROUP HOLDING, INC. IRS Identification No. Of Above Person 94-3091443 2 Check The Appropriate Box If A Member Of A Group (a) [x] (b) [ ] 3 SEC USE ONLY 4 Citizenship Or Place Of Organization Delaware 5 Sole Voting Power -0- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 6 Shared Voting Power 15,791,706 Ordinary Shares (represented by 5,263,902 ADSs) 7 Sole Dispositive Power -0- 8 Shared Dispositive Power 15,791,706 Ordinary Shares (represented by 5,263,902 ADSs) 9 Aggregate Amount Beneficially Owned By Each Reporting Person 15,791,706 Ordinary Shares (represented by 5,263,902 ADSs) 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 6.5% 12 Type Of Reporting Person CO CUSIP No. 82481R106 SCHEDULE 13G Page 4 of 7 Item 1(a). Name of Issuer. Shire Pharmaceuticals Group plc (the "Issuer"). Item 1(b). Address of Issuer's Principal Executive Offices. East Anton Andover, Hampshire SP10 5RG England Item 2(a). Names of Persons Filing. Reference is made to Item 1 of each of the cover pages of this Schedule, which Items are incorporated by reference herein. Item 2(b). Address of Principal Business Office or, if none, Residence. The address of the principal business office of Yamanouchi Pharmaceutical Co., Ltd. ("YPCL") is 3-11, Nihonbashi Honcho 2-Chome, Chuo-ku, Tokyo 103-8411, Japan. The address of the principal business office of Yamanouchi Group Holding, Inc. ("YGHI") is 4747 Willow Road, Pleasanton, California 94588-2740. Item 2(c). Citizenship. Reference is made to Item 4 of each of the cover pages of this Schedule, which Items are incorporated by reference herein. Item 2(d). Title of Class of Securities. Ordinary Shares, nominal value 5p ("Ordinary Shares"). Item 2(e). CUSIP Number. 82481R106 (American Depository Shares) Item 3. Type of Reporting Person. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: Inapplicable. If this statement is filed pursuant to Rule 13d-1(c), check this Box. [x] Item 4. Ownership. Reference is made to Items 5-9 and 11 of each of the cover pages to this Schedule, which Items are incorporated by reference herein. By virtue of a merger effective as of December 23, 1999 whereby Roberts Pharmaceutical Corporation was merged CUSIP No. 82481R106 SCHEDULE 13G Page 5 of 7 with a subsidiary of the Issuer, YGHI owns 5,263,902 American Depository Shares ("ADSs"), which represent 15,791,706 Ordinary Shares. (Each ADS represents three Ordinary Shares.) As the parent of YGHI, YPCL is also the beneficial owner of such ADSs and Ordinary Shares. According to a press release issued by the Issuer, there were 244,508,268 Shares issued and outstanding immediately after the merger. Accordingly, YPCL and YGHI beneficially own 6.5% of the Ordinary Shares. Item 5. Ownership of Five Percent or Less of a Class. Inapplicable. Item 6. Ownership of More Than Five Percent on Behalf of Another Person. Inapplicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Inapplicable. Item 8. Identification and Classification of Members of the Group. Inapplicable. Item 9. Notice of Dissolution of Group. Inapplicable. Item 10. Certification. By signing below, we certify that, to the best of our knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. CUSIP No. 82481R106 SCHEDULE 13G Page 6 of 7 Signature After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: January 5, 2000. YAMANOUCHI PHARMACEUTICAL CO., LTD. By: /s/ Kaoru Kimura ____________________________ Name: Kaoru Kimura Title: Managing Director YAMANOUCHI GROUP HOLDING INC. By: /s/Jiro Ichinaka _____________________________ Name: Jiro Ichinaka Title: Chief Executive Officer CUSIP No. 82481R106 SCHEDULE 13G Page 7 of 7 EXHIBIT A JOINT FILING UNDERTAKING The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule and any subsequent amendment jointly on behalf of each of such parties. DATED: January 5, 2000. YAMANOUCHI PHARMACEUTICAL CO., LTD. By: /s/ Kaoru Kimura ____________________________ Name: Kaoru Kimura Title: Managing Director YAMANOUCHI GROUP HOLDING INC. By: /s/Jiro Ichinaka _____________________________ Name: Jiro Ichinaka Title: Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----