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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
Miravant Medical Technologies
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
--------------------------------------------------------------------------------
(Title of Class of Securities)
69329P103
-------------------------------------------------------------
(CUSIP Number)
Richard T. Collier
Senior Vice President
and General Counsel
Pharmacia Corporation
100 Route 206 North
Peapack, New Jersey 07977
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
May 31, 2001
-------------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall 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 shall 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 shall be subject to all other provisions of the Act (however, see the
Notes).
SEC 1746(12-91)
2
SCHEDULE 13D/A
CUSIP NO. 69329P103 PAGE 2 of 33 PAGES
________________________________________________________________________________
1 NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Pharmacia Treasury Services AB
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A) [_]
(B) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
________________________________________________________________________________
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Sweden
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 360,000
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 360,000
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
-0-
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
360,000
________________________________________________________________________________
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
________________________________________________________________________________
3
SCHEDULE 13D/A
CUSIP NO. 69329P103 PAGE 3 of 33 PAGES
________________________________________________________________________________
1 NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Pharmacia & Upjohn Company
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A) [_]
(B) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
________________________________________________________________________________
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 125,001
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 125,001
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
-0-
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,001
________________________________________________________________________________
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
________________________________________________________________________________
4
SCHEDULE 13D/A
CUSIP NO. 69329P103 PAGE 4 of 33 PAGES
________________________________________________________________________________
1 NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Pharmacia & Upjohn S.p.A.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A) [_]
(B) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
________________________________________________________________________________
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Italy
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 1,736,533
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,736,533
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
-0-
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,736,533
________________________________________________________________________________
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
________________________________________________________________________________
5
SCHEDULE 13D/A
CUSIP NO. 69329P103 PAGE 5 of 33 PAGES
________________________________________________________________________________
1 NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Pharmacia AB
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A) [_]
(B) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
________________________________________________________________________________
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Sweden
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 2,096,533
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,096,533
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
-0-
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,096,533
________________________________________________________________________________
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.1%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
________________________________________________________________________________
6
SCHEDULE 13D/A
CUSIP NO. 69329P103 PAGE 6 of 33 PAGES
________________________________________________________________________________
1 NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Pharmacia & Upjohn Holdings B.V.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A) [_]
(B) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
________________________________________________________________________________
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Netherlands
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 2,096,533
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,096,533
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
-0-
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,096,533
________________________________________________________________________________
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.1%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
________________________________________________________________________________
7
SCHEDULE 13D/A
CUSIP NO. 69329P103 PAGE 7 of 33 PAGES
________________________________________________________________________________
1 NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Pharmacia & Upjohn, Inc.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A) [_]
(B) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
________________________________________________________________________________
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 2,221,534
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,221,534
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
-0-
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,221,534
________________________________________________________________________________
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.7%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
________________________________________________________________________________
8
SCHEDULE 13D/A
CUSIP NO. 69329P103 PAGE 8 of 33 PAGES
________________________________________________________________________________
1 NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Pharmacia Corporation
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A) [_]
(B) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
________________________________________________________________________________
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 2,221,534
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,221,534
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
-0-
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,221,534
________________________________________________________________________________
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.7%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO, HC
________________________________________________________________________________
9
CUSIP Number: 69329P103 Page 9 of 33
Pharmacia AB (formerly Pharmacia & Upjohn AB), a Swedish corporation
("Pharmacia AB"), Pharmacia & Upjohn S.p.A. (formerly Pharmacia S.p.A.), an
Italian corporation ("P&U S.p.A."), Pharmacia & Upjohn Company, a Delaware
corporation ("P&U Co."), Pharmacia & Upjohn Holdings BV, a "check the box"
entity incorporated in the Netherlands ("P&U BV"), and Pharmacia & Upjohn, Inc.
("P&U Inc." and, collectively with Pharmacia AB, P&U S.p.A., P&U Co. and P&U BV,
the "Original Reporting Persons"), Pharmacia Treasury Services AB (formerly
Pharmacia & Upjohn Treasury Services AB), a Swedish corporation ("Pharmacia
Treasury"), and Pharmacia Corporation (formerly Monsanto Company), a Delaware
corporation ("PHA" and, collectively with Pharmacia Treasury and the Original
Reporting Persons, the "Reporting Persons") hereby amend and restate in its
entirety the report on Schedule 13D filed by the Original Reporting Persons on
March 1, 1999 (the "Original Schedule 13D), as amended by the reports filed by
the Original Reporting Persons and Pharmacia Treasury on December 15, 1999 and
by the Reporting Persons on April 10, 2000 and January 29, 2001, with respect to
shares of Common Stock, par value $.01 per share (the "Shares"), of Miravant
Medical Technologies (formerly PDT, Inc.), a Delaware corporation ("Miravant"),
beneficially owned by them.
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this statement relates is the
Shares. The principal executive office of Miravant is located at 336 Bollay
Drive, Santa Barbara, California 93117.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed by Pharmacia Treasury, Pharmacia AB, P&U
S.p.A., P&U Co., P&U BV, P&U Inc., and PHA.
On March 31, 2000, P&U Inc. became a direct wholly owned subsidiary
of PHA, and Pharmacia AB, P&U S.p.A, P&U Co., P&U BV and Pharmacia Treasury
became indirect wholly owned subsidiaries of PHA.
The principal business address of P&U S.p.A. is Pharmacia & Upjohn
S.p.A., via Robert Koch 1.2, 75017 Milan, Italy. The principal business address
of Pharmacia AB and Pharmacia Treasury is Pharmacia AB, S-171 97 Stockholm,
Sweden. The principal business address of P&U BV is Pharmacia & Upjohn
10
CUSIP Number: 69329P103 Page 10 of 33
Holdings B.V., Houttuinlaan 4, NL - 3447 GM Woerden, The Netherlands. The
principal business address of P&U Inc., P&U Co. and PHA is 100 Route 206 North,
Peapack, New Jersey 07977.
Pharmacia Treasury, a Swedish corporation, and P&U S.p.A., an Italian
corporation, are each subsidiaries of Pharmacia AB, a Swedish corporation,
which, in turn, is a wholly owned subsidiary of P&U BV, a "check the box" entity
incorporated in the Netherlands. P&U BV and P&U Co. are wholly owned
subsidiaries of P&U Inc., a Delaware corporation. P&U Co., a Delaware
corporation, is the successor in interest to Pharmacia, Inc., a Minnesota
corporation and a former wholly owned subsidiary of Pharmacia AB. P&U Inc. is a
wholly owned subsidiary of PHA. The principal business of each of the Reporting
Persons is the development, production, marketing and sale of pharmaceutical
products. In addition, PHA has one of the world's leading fully integrated
agricultural businesses.
The name, residence or business address, present principal occupation
or employment, and the citizenship of each director and executive officer of (i)
P&U S.p.A. is set forth in Schedule I hereto and incorporated herein by
reference, (ii) P&U Co. is set forth in Schedule II hereto and incorporated
herein by reference, (iii) Pharmacia Treasury is set forth in Schedule III
hereto and incorporated herein by reference and (iv) PHA is set forth in
Schedule IV hereto and incorporated herein by reference.
None of the Reporting Persons, or to the best knowledge and belief
of the Reporting Persons, any of the individuals listed in Schedule I, II, III
or IV has, during the past five years, been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors) or has been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
This Item 2 is qualified in its entirety by reference to Schedules I,
II, III and IV which are incorporated herein by reference.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
In 1994, Pharmacia, Inc., a former wholly owned subsidiary of Pharmacia
AB as to which P&U Co. is the successor by merger, purchased 83,334 Shares of
Miravant and was granted a warrant, dated as of August 31, 1994 (the "PDT
Warrant") to purchase an additional 41,667 Shares of Miravant for $1,000,008,
11
CUSIP Number: 69329P103 Page 11 of 33
the source of which funds was working capital. The PDT Warrant issued to
Pharmacia, Inc. was not exercised and has expired.
In 1995, P&U S.p.A. purchased 400,000 Shares of Miravant for
$12,000,000, the source of which funds was working capital.
In 1995, pursuant to a 3 for 2 stock split, the holdings of Pharmacia,
Inc. were adjusted to 125,001 Shares and the holdings of P&U S.p.A. were
adjusted to 600,000 Shares.
On February 18, 1999, P&U S.p.A. purchased 1,136,533 Shares of Miravant
for $19,000,000, the source of which funds was working capital. Pursuant to the
terms of a Credit Agreement, dated February 18, 1999 between Pharmacia Treasury
and Miravant (the "Original Credit Agreement" and incorporated by reference as
Exhibit G hereto), Pharmacia Treasury may be granted up to 360,000 Warrants (as
defined in the Original Credit Agreement) to purchase additional Shares if
Miravant borrows up to $22,500,000 available to it under the Original Credit
Agreement.
On June 9, 1999, pursuant to the terms of the Original Credit
Agreement, Miravant borrowed $7,500,000 from Pharmacia Treasury, which was paid
to Miravant by Pharmacia Treasury with funds from its working capital. Pursuant
to the terms of the Original Credit Agreement, Miravant issued to Pharmacia
Treasury a warrant for 120,000 Shares at an exercise price of $11.87 per Share
and expiring June 9, 2004, which represented a price equal to 140% of the
average closing bid prices of the Common Stock for the ten trading days
immediately preceding May 10, 1999. The form of warrant certificate issued to
Pharmacia Treasury is attached to the Warrant Agreement, dated February 18,
1999, between Miravant and Pharmacia Treasury (the "Original Warrant Agreement"
and incorporated herein by reference as Exhibit C hereto) as Exhibit A.
On December 13, 1999, pursuant to the terms of the Original Credit
Agreement, Miravant borrowed $7,500,000 from Pharmacia Treasury, which was paid
to Miravant by Pharmacia Treasury with funds from its working capital. Pursuant
to the terms of the Original Credit Agreement, Miravant issued to Pharmacia
Treasury a warrant for 120,000 Shares at an exercise price of $14.8313 per Share
and expiring December 13, 2004, which represented a price equal to 140% of the
average closing bid prices of the Common Stock for the ten trading days
immediately preceding November 12, 1999. The form of warrant certificate issued
to Pharmacia Treasury is attached to the Original Warrant Agreement as Exhibit
A.
On May 23, 2000, pursuant to the terms of the Original Credit
Agreement, Miravant borrowed $7,500,000 from Pharmacia Treasury, which was paid
to Miravant by Pharmacia
12
CUSIP Number: 69329P103 Page 12 of 33
Treasury with funds from its working capital. Pursuant to the terms of the
Original Credit Agreement, Miravant issued to Pharmacia Treasury a warrant for
120,000 Shares at an exercise price of $20.615 per Share and expiring May 23,
2005, which represented a price equal to 140% of the average closing bid prices
of the Common Stock for the ten trading days immediately preceding May 5, 2000.
The form of warrant certificate issued to Pharmacia Treasury is attached to the
Original Warrant Agreement as Exhibit A.
Pursuant to the Amended and Restated Credit Agreement, dated as of May
24, 2001 and entered into on May 31, 2001 (the "Amended and Restated Credit
Agreement" and incorporated by reference as Exhibit H hereto), between
Pharmacia Treasury and Miravant, Pharmacia Treasury may be granted up to
210,177 Warrants to purchase additional Shares if Miravant borrows up to
$13,136,092 available to it under the Amended and Restated Credit Agreement,
and, subject to certain conditions, Miravant may, at its option, repay at
maturity any amounts borrowed under the Amended and Restated Credit Agreement
with a number of Shares of Miravant that will vary depending on the market
price of the Shares at the time of repayment and the principal amount of
borrowings repaid.
Pursuant to the Manufacturing Facility Asset Purchase Agreement, dated
as of May 24, 2001 and entered into on May 31, 2001 (the "Asset Purchase
Agreement" and incorporated by reference as Exhibit I hereto), between P&U Co.
and Miravant, P&U Co. purchased certain of Miravant's manufacturing assets for
the active pharmaceutical ingredient utilized in the formulation of tin
ethyl-etiopurpurin (the "API Assets") for its appraised fair market value of
$863,071. Pursuant to the sublease assignment, dated May 24, 2001 and entered
into on May 31, 2001 (the "Sublease Assignment" and attached as Exhibit J
hereto), among P&U Co., Miravant and Raytheon Company, P&U Co. also obtained a
temporary assignment of a sublease for a 18,900 square foot facility utilized
by in that manufacturing operation which Miravant subleased from Raytheon
Company (the "Raytheon Sublease"). Pursuant to the Sublease Assignment, P&U Co.
will reassign the Sublease to Miravant in December 2003. P&U Co. purchased the
API Assets and will pay for any amounts due under the Raytheon Sublease using
funds from its working capital.
The Reporting Persons have not sold any Shares of Miravant.
None of the persons listed on Schedule I, II, III or IV has contributed
any funds or other consideration towards the purchase of the Shares reported in
this statement.
13
CUSIP Number: 69329P103 Page 13 of 33
ITEM 4. PURPOSE OF TRANSACTION
The Shares described by this statement were acquired for investment
purposes. Other than as set forth herein, the Reporting Persons do not have
plans or proposals which relate to or would result in any of the events
described by Items 4(a) through 4(j) of Schedule 13D other than the following:
(i) The Amended and Restated Credit Agreement provides that the
aggregate outstanding principal of the loans shall be repaid
in full, together with any accrued interest as of the date of
repayment, not later than the June 9, 2004 (the "Maturity
Date"). On the Maturity Date and subject to certain
conditions, Miravant may, at its option, repay all or a
portion of the aggregate outstanding principal of the loans,
together with any accrued interest as of the Maturity Date,
in Shares. The number of Shares issued to Pharmacia Treasury
or one of its affiliates will vary depending on the market
price of the Shares preceding the time of repayment and the
principal amount of borrowings repaid.
(ii) The Original Credit Agreement provides that Miravant will
issue to Pharmacia Treasury or one of its affiliates, in
respect of each $62.50 in principal amount of loans extended
under the Original Credit Agreement, one warrant to purchase
Common Stock of Miravant having the terms set forth in the
Warrant Agreement. Miravant has borrowed the full $22,500,000
available under the Original Credit Agreement and, as
described in Item 3, Pharmacia Treasury has acquired 360,000
Warrants. The form of each warrant certificate issued to
Pharmacia Treasury is attached to the Original Warrant
Agreement as Exhibit A.
(iii) The Amended and Restated Credit Agreement provides that
Miravant will issue to Pharmacia Treasury or one of its
affiliates, in respect of each $62.50 in principal amount of
loans extended under the Amended and Restated Credit
Agreement, one warrant to purchase Common Stock of Miravant
having the terms set forth in the Warrant Agreement. If
Miravant borrows the full $13,136,092 available to it under
the Amended and Restated Credit Agreement Pharmacia Treasury
will receive an aggregate of 210,177 Warrants to purchase
additional Shares. The form of each warrant certificate to be
issued to Pharmacia Treasury is attached to the Original
Warrant Agreement as Exhibit A. See Item 3.
14
CUSIP Number: 69329P103 Page 14 of 33
(iv) The Original Warrant Agreement, taken together with
the Letter Agreement, dated May 24, 2001 and entered into on
May 31, 2001, between Miravant and Pharmacia Treasury
amending the Original Warrant Agreement and filed as Exhibit
D hereto (collectively with the Original Warrant Agreement,
the "Warrant Agreement") provides that (a) Miravant is
entitled to purchase any Warrant issued pursuant to the
Amended and Restated Credit Agreement and Warrant Agreement
should the average closing price for the Shares over any
consecutive 30 trading days exceed the exercise price for
such Warrant, and (b) at such time as a Reporting Person
seeks to exercise a Warrant, Miravant has the right, in its
sole discretion, to pay a certain cash amount in lieu of
delivering the Shares issuable in respect thereof. See
Item 6.
(v) The Registration Rights Agreement, dated as of February 18,
1999, between Miravant and Pharmacia Treasury (the "Original
Registration Rights Agreement" and incorporated by reference
as Exhibit E hereto), taken together with the Letter
Agreement, dated May 24, 2001, between Miravant and Pharmacia
Treasury amending the Original Registration Rights Agreement
and filed as Exhibit F hereto (collectively with the Original
Registration Rights Agreement, the "Registration Rights
Agreement") provides that (a) the holders of Shares received
by the Reporting Persons pursuant to the Equity Investment
Agreement, dated as of January 15, 1999, between Miravant,
P&U Inc. and P&U S.p.A.(the "Equity Investment Agreement"
and incorporated by reference as Exhibit A hereto) or the
Warrant Agreement have the right to demand that Miravant file
registration statements with respect to such Shares held by
such holders and (b) P&U Inc. and its subsidiaries have
certain rights to participate in other registered offerings
of Shares. See Item 6. On July 29, 1999, in satisfaction of
its obligations under the Original Registration Rights
Agreement, Miravant registered all Shares acquired or to be
acquired by P&U pursuant to the Equity Investment Agreement
and the Original Warrant Agreement. None of the Shares
issuable to P&U pursuant to the Warrant Agreement have
been registered.
(vi) The Asset Purchase Agreement pursuant to which P&U Co.
purchased the API Assets for its appraised fair market value
of $863,071. Pursuant to the Sublease Assignment P&U Co. also
obtained a temporary assignment of the Raytheon Sublease.
Pursuant to the Sublease Assignment, P&U Co. will reassign
the Sublease to Miravant on the earlier of December 31, 2003
or certain events of default under the Site Access License
Agreement, dated May 31, 2001, by and between Miravant and P&U
Co. (the "Site Access License Agreement" and incorporated by
reference attached as Exhibit K hereto).
15
CUSIP Number: 69329P103 Page 15 of 33
(vii) See Item 6 for a discussion of the anti-dilution provisions of
Shares issuable upon exercise of the Warrants that may result
in the acquisition of additional Shares by the Reporting
Persons.
The foregoing discussion is qualified in its entirety by reference to
the Equity Investment Agreement, the Warrant Agreement, the Registration Rights
Agreement, the Original Credit Agreement, the Amended and Restated Credit
Agreement, the Asset Purchase Agreement, the Sublease Assignment and the Site
Access License Agreement which were either filed as exhibits or incorporated by
reference as exhibits to this Schedule 13D, each of which is incorporated by
reference in their entirety into this Item 4.
Each Reporting Person expects to evaluate on an ongoing basis
Miravant's financial condition, business operations and prospects, market price
of the Shares, conditions in securities markets generally, general economic and
industry conditions and other factors. Accordingly, each Reporting Person
reserves the right to change its plans and intentions at any time, as it deems
appropriate. In particular, each Reporting Person may at any time and from time
to time acquire additional Shares or securities convertible or exchangeable for
Shares; may dispose of Shares; and/or may enter into privately negotiated
derivative transactions with institutional counterparties to hedge the market
risk of some or all of its positions in such Shares. Any such transactions may
be effected at any time and from time to time subject to any applicable
limitations of the Securities Act and the contractual restrictions described in
Item 6. To the knowledge of each Reporting Person, each of the persons listed on
Schedules I, II, III and IV may make the same evaluation and reserve the same
rights.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The percentage interest held by each Reporting Person presented
below is based on the number of Shares reported to be outstanding as of May 10,
2001 in Miravant's Quarterly Report on Form 10-Q, for the fiscal quarter ended
March 31, 2001, filed May 14, 2001, as adjusted to give effect to the issuance
of the Shares issued pursuant to the warrants issued to Pharmacia Treasury in
connection with the loans made to Miravant on June 9, 1999, December 13, 1999
and May 23, 2000 (the "Outstanding Shares").
P&U Co., as successor to Pharmacia, Inc., beneficially owns 125,001
Shares, representing approximately 0.7% of the Outstanding Shares.
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CUSIP Number: 69329P103 Page 16 of 33
P&U S.p.A. beneficially owns 1,736,533 Shares, representing
approximately 9.2% of the Outstanding Shares.
Pharmacia Treasury beneficially owns 360,000 Shares, representing
approximately 1.9% of the Outstanding Shares.
Pharmacia AB may be deemed to beneficially own 2,096,533 Shares,
representing approximately 11.1% of the Outstanding Shares.
P&U BV may be deemed to beneficially own 2,096,533 Shares, representing
approximately 11.1% of the Outstanding Shares.
P&U Inc. may be deemed to beneficially own 2,221,534 Shares,
representing approximately 11.7% of the Outstanding Shares.
PHA may be deemed to beneficially own 2,221,534 Shares, representing
approximately 11.7% of the Outstanding Shares.
None of the Reporting Persons, and to the knowledge of the Reporting
Persons, none of the persons listed in Schedules I, II, III and IV beneficially
owns any Shares other than as set forth herein.
(b) Each Reporting Person has the power to vote or direct the vote and
dispose or direct the disposition of the Shares beneficially owned by such
Reporting Persons as indicated in pages 2 through 8 above.
(c) Except as described herein, none of the Reporting Persons and, to
the knowledge of the Reporting Persons, none of the persons listed on Schedule
I, II, III or IV has been party to any transaction in Shares during the past
sixty days.
(d) No other person has the right to receive or the power to direct the
receipt of dividends from or proceeds from the sale of Shares.
(e) Not Applicable.
The foregoing discussion is qualified in its entirety by reference to
the Equity Investment Agreement, the Warrant Agreement, the Registration Rights
Agreement, the Original Credit Agreement, the Amended and Restated Credit
Agreement, the Asset Purchase Agreement, the Sublease Assignment and the Site
Access License Agreement which were either filed as exhibits or incorporated by
reference as exhibits to this Schedule 13D, each of which is incorporated by
reference in their entirety into this Item 5.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
There are no contracts, arrangements, understandings or relationships
between the Reporting Persons (or their wholly owned subsidiaries) and other
persons with respect to the Shares of Miravant aside from the following:
(a) The Stock Purchase Agreement, under which P&U S.p.A. (i)
received rights to initiate registration of the non-registered Shares
of Miravant which are held by P&U S.p.A.; (ii) received rights to
participate in certain registrations initiated by Miravant or the
shareholders of Miravant; and (iii) agreed not to transfer the 400,000
Shares which P&U S.p.A. received on July 1, 1994 for one year unless
certain conditions are met. Pursuant to the Equity Investment
Agreement, Section 5.5 of the Stock Purchase Agreement, which prevented
Pharmacia S.p.A. from directly or indirectly acquiring additional
Miravant securities without first receiving approval from Miravant's
board of Directors until July 1, 2000, is void ab initio.
(b) The 1994 Stock Purchase Agreement, under which Pharmacia,
Inc. received the right to cause PDT, Inc. to register Shares held by
Pharmacia, Inc. and to participate in certain registrations initiated
by PDT, Inc. and/or other shareholders of PDT, Inc. (the "1994 Stock
Purchase Agreement").
(c) The PDT Warrant, under which Pharmacia, Inc. was granted a
warrant to purchase up to 41,667 Shares (pre-split) of Miravant for the
price of $12.00 per share (pre-split). The PDT Warrant was not
exercised and has expired.
(d) The Equity Investment Agreement, under which P&U S.p.A.
purchased from Miravant 1,136,533 Shares of Miravant for an aggregate
purchase price of $19,000,000. Pursuant to the Equity Investment
Agreement, prior to the 180th calendar day following closing, P&U Inc.
and its subsidiaries could not sell, assign, transfer or otherwise
dispose of any of the Shares received pursuant to the Equity Investment
Agreement, except that P&U Inc. could transfer any of such Shares to
any of its wholly owned subsidiaries. Moreover, the Equity Investment
Agreement provides that prior to the earliest of (i) the occurrence of
an Event of Default (as defined in the Original Credit Agreement), (ii)
the
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CUSIP Number: 69329P103 Page 18 of 33
commencement of a tender offer by any person or entity, other than P&U
Inc. or any of its wholly owned subsidiaries, for Shares of Miravant,
and (iii) July 1, 2000, unless specifically requested in advance by the
Miravant's Board of Directors, neither P&U Inc. nor any of its
affiliates could, and P&U Inc. and its affiliates could not assist or
encourage others (including by providing financing) to, directly or
indirectly, acquire or agree, offer, seek or propose to acquire
ownership of any securities issued by Miravant (including but not
limited to beneficial ownership (as defined in Rule 13d-3 under the
Securities Exchange Act of 1934)) or enter into any discussions,
negotiations, arrangements or understandings with any person with
respect to any of the foregoing; provided that such provision did not
prohibit (i) the acquisition by P&U Inc. and its affiliates of a number
of Shares which, taken together with the number of Shares held by P&U
Inc. and its affiliates as of the date of such acquisition, does not
exceed 25% of the aggregate number of outstanding Shares as of the date
of this acquisition, (ii) the acquisition by P&U Inc. or its affiliates
of Shares pursuant to the Original Credit Agreement or upon exercise of
any Warrants, or (iii) the acquisition by P&U Inc. or its affiliates of
promissory notes pursuant to the Original Credit Agreement or any other
securities pursuant to the Credit Documents (as defined in the Original
Credit Agreement). These provisions have now expired.
(e) The Original Credit Agreement, under which, subject to the
terms and conditions of such Original Credit Agreement, Pharmacia
Treasury agreed to lend to Miravant, for general corporate purposes, an
aggregate amount not to exceed $22,500,000, in the form of up to six
term loans, with not more than one such term loan to be made in each of
the six calendar quarters between January 1, 1999 and June 30, 2000.
Miravant has borrowed the full $22,500,000 available under the Original
Credit Agreement and, as described in Item 3, Pharmacia Treasury has
acquired 360,000 Warrants. Pursuant to the Original Credit Agreement,
repaid loans may not be reborrowed.
(f) The Amended and Restated Credit Agreement, under which,
subject to the terms and conditions of such Amended and Restated Credit
Agreement, Pharmacia Treasury agreed to lend to Miravant, for general
corporate purposes, an aggregate amount not to exceed $13,136,092 in
two tranches of up to twelve term loans. The first tranche will be
available from January 1, 2002 to June 30, 2003 and consists of an
amount not to exceed $3,136,092 in the form of up to twelve term loans,
the with not more than two term loans to be made in each calendar
quarter. In addition to the amount
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CUSIP Number: 69329P103 Page 19 of 33
referred to in the previous sentence, a second tranche of an amount not
to exceed $10,000,000 is available from July 1, 2002 to June 30, 2003
in the form of up to eight term loans, with not more than two term
loans to be made in each calendar quarter. This second tranche,
however, is only available after Miravant, Pharmacia Treasury or one of
their respective affiliates (i) has reached the Endpoint in the
Clinical Studies (as such terms are defined in the Amended and Restated
Credit Agreement) or (ii) Pharmacia Treasury or one of its affiliates
shall have filed a New Drug Application with respect the Clinical
Studies. Miravant will issue to Pharmacia Treasury or one of its
affiliates, in respect of each $62.50 in principal amount of loans
extended under the Amended and Restated Credit Agreement, one warrant
to purchase Common Stock of Miravant having the terms set forth in the
Warrant Agreement attached as Exhibit F hereto. If Miravant borrows the
full $13,136,092 available under the Amended and Restated Credit
Agreement, Pharmacia Treasury or one of its affiliates will acquire
210,177 Warrants. The exercise price of each warrant will be equal to
140% of the average of the closing prices of the Common Stock for the
ten trading days immediately preceding the borrowing request for the
related loan. The Warrants will expire on the fifth anniversary of the
first borrowing made pursuant to the Original Credit Agreement.
Moreover, pursuant to the Amended and Restated Credit Agreement and
subject to certain conditions, on the Maturity Date, Miravant may, at
its option, repay any amounts borrowed under the Amended and Restated
Credit Agreement with a number of Shares of Miravant that will vary
depending on the market price of the Shares at the time of repayment
and the principal amount of borrowings repaid. Pursuant to the Amended
and Restated Credit Agreement, repaid loans may not be reborrowed.
(g) The Registration Rights Agreement, under which Miravant
granted certain registration rights for Shares of Miravant issued
pursuant to the transactions contemplated by the Equity Investment
Agreement and the Warrant Agreement. Upon written demand, a majority of
holders of the Shares received by P&U Inc. or any of its affiliates
under either the Equity Investment Agreement or the Warrant Agreement
may, subject to certain limitations, require Miravant to file a
registration statement with respect to the Shares held by such holder
and any other holder that desires to have its Shares included in such
registration statement; provided that each of the holders shall have
the right to make only three such elections to require Miravant to file
such a registration statement. P&U Inc., together with its affiliates,
also has rights, subject to certain limitations, to require Miravant to
include Shares in certain other
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CUSIP Number: 69329P103 Page 20 of 33
registrations of equity securities by Miravant. The Registration Rights
Agreement provides that Miravant will indemnify the selling holders for
certain liabilities, including liabilities arising under the Securities
Act of 1933. The Registration Rights Agreement also provides that all
costs and expenses (other than underwriters' discounts and commissions
and the fees and expenses of counsel to the selling holders as state
securities officials may require that the holders of Securities pay)
incurred in connection with the registration of the Shares pursuant to
the Registration Rights Agreement shall be paid by Miravant (including,
without limitation, all registration and filing fees, printing
expenses, costs of special audits incident to or required by any such
registration, fees and disbursements of counsel for Miravant and up to
$20,000 of fees and disbursements of one special counsel acting for the
holders of Shares being included in any registration).
(h) The Warrant Agreement, under which each holder of Warrants
is entitled to purchase a number of Shares of Miravant equal to one
share, subject to certain anti-dilution adjustments, provided, however,
that Miravant may, at its sole election, in lieu of delivering any
Shares, pay the holder of any Warrants so exercised a certain cash
amount representing 95% of the closing price of the Shares as of the
date of exercise of such Warrant multiplied by the number of Shares
into which such Warrant is convertible. Miravant is entitled to
purchase any Warrant issued pursuant to the Amended and Restated Credit
Agreement and Warrant Agreement should the average closing price of the
Shares of Miravant over any 30 consecutive trading days exceed the
exercise price for such Warrant. The number of Shares issuable upon
exercise of the Warrants is subject to adjustment upon, among other
things, (i) the payment of a dividend on the outstanding Shares that is
payable in additional Shares or securities convertible into additional
Shares, (ii) the subdivision of the outstanding Shares into a greater
number of shares (whether by stock split or otherwise), and (iii) the
combination of the outstanding Shares into a smaller number of shares
(whether by reverse stock split or otherwise).
(i) The Asset Purchase Agreement, pursuant to which P&U Co.
purchased the API Assets for its appraised fair market value of
$863,071. Pursuant to the Sublease Assignment, P&U Co. also obtained
a temporary assignment of the Raytheon Sublease. Pursuant to the
Sublease Assignment, P&U Co. will reassign the Raytheon Sublease to
Miravant on the earlier of December 31, 2003 or certain events of
default under the Site Access License Agreement.
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The foregoing discussion is qualified in its entirety by
reference to the Equity Investment Agreement, the Warrant Agreement, the
Registration Rights Agreement, the Original Credit Agreement, the Amended and
Restated Credit Agreement, the Asset Purchase Agreement, the Sublease Assignment
and the Site Access License Agreement which were either filed as exhibits or
incorporated by reference as exhibits to the Schedule 13D, each of which is
incorporated by reference in their entirety into this Item 6.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit No. Exhibit Description
A Equity Investment Agreement, dated as of January 15, 1999,
between Miravant, P&U Inc. and P&U S.p.A. (incorporated by
reference to Exhibit D to the Original Schedule 13D)
B Agreement and Amendment to the Equity Investment Agreement,
dated as of February 17, 1999, by and between Miravant, P&U
Inc. and P&U S.p.A. (incorporated by reference to Exhibit E to
the Original Schedule 13D)
C Warrant Agreement, dated February 18, 1999, between Miravant
and Pharmacia Treasury (incorporated by reference to Exhibit F
to the Original Schedule 13D)
D Letter Agreement, dated May 24, 2001, between Miravant and
Pharmacia Treasury amending the Original Warrant Agreement
E Registration Rights Agreement, dated as of February 18, 1999,
between Miravant and Pharmacia Treasury (incorporated by
reference to Exhibit G to the Original Schedule 13D)
F Letter Agreement, dated May 24, 2001, between Miravant and
Pharmacia Treasury amending the Original Registration Rights
Agreement
G Credit Agreement, dated as of February 18, 1999, between
Miravant and Pharmacia Treasury (incorporated by reference
to Exhibit H to the Original Schedule 13D)
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H Amended and Restated Credit Agreement, dated as of May 24,
2001, between Miravant and Pharmacia Treasury (incorporated by
reference to Exhibit 10.1 to the Current Report on Form 8-K,
filed by Miravant on May 31, 2001)
I Manufacturing Facility Asset Purchase Agreement, dated as of
May 24, 2001 (the "Asset Purchase Agreement"), between P&U Co.
and Miravant (incorporated by reference to Exhibit 10.2 to the
Current Report on Form 8-K, filed by Miravant on May 31, 2001)
J Sublease Assignment, dated May 24, 2001, between Miravant and
P&U Co.
K Site Access License Agreement, dated as of May 31, 2001, by
and between Miravant and P&U Co. (incorporated by reference to
Exhibit 10.3 to the Current Report on Form 8-K, filed by
Miravant on May 31, 2001)
L Joint Filing Agreement (incorporated by reference to Exhibit I
to the report on Schedule 13D filed by the Reporting Persons
on April 10, 2000)
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is true,
complete and correct.
Dated: June 1, 2001
PHARMACIA TREASURY SERVICES AB
By: /s/ Sofi Eriksson
-------------------------
Name: Sofi Eriksson
Title: Director
PHARMACIA & UPJOHN COMPANY
By: /s/ Don W. Schmitz
-------------------------
Name: Don W. Schmitz
Title: Secretary
PHARMACIA & UPJOHN S.p.A.
By: /s/ Francesco Granata
-------------------------
Name: Francesco Granata
Title: Managing Director
PHARMACIA AB
By: /s/ Hakan Astrom
-------------------------
Name: Hakan Astrom
Title: Managing Director
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PHARMACIA & UPJOHN HOLDINGS B.V.
By: /s/ Wim Kuiper
-------------------------
Name: Wim Kuiper
Title: Director
PHARMACIA & UPJOHN, INC.
By: /s/ Don W. Schmitz
-------------------------
Name: Don W. Schmitz
Title: Secretary
PHARMACIA CORPORATION
By: /s/ Don W. Schmitz
-------------------------
Name: Don W. Schmitz
Title: Secretary
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SCHEDULE I
Name, Business Address, Principal Occupation or Employment and
Citizenship of all Directors and Executive Officers of Pharmacia & Upjohn
S.p.A.:
Board of Directors:
Francesco Granata
Managing Director and Chairman
Pharmacia & Upjohn S.p.A.
via Robert Koch 1.2
20152 Milan, Italy
Citizenship: Italy
Emanuele Barie
Director and Secretary to the Board
Pharmacia & Upjohn S.p.A.
via Robert Koch 1.2
20152 Milan, Italy
Citizenship: Italy
Silvio Mandelli
Director
Pharmacia & Upjohn S.p.A.
via Robert Koch 1.2
20152 Milan, Italy
Citizenship: Italy
Marcello Portesi
Director
Pharmacia & Upjohn S.p.A.
via Robert Koch 1.2
20152 Milan, Italy
Citizenship: Italy
Nicola Melillo
Director
Pharmacia & Upjohn S.p.A.
via Robert Koch 1.2
20152 Milan, Italy
Citizenship: Italy
Executive Officers:
Francesco Granata
Managing Director and President
Pharmacia & Upjohn S.p.A.
via Robert Koch 1.2
20152 Milan, Italy
Citizenship: Italy
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SCHEDULE II
Name, Business Address, Principal Occupation or Employment and
Citizenship of all Directors and Executive Officers of Pharmacia & Upjohn
Company:
Board of Directors:
------------------
Fred Hassan
Chief Executive Officer, Pharmacia Corporation
Pharmacia Corporation
100 Route 206 North
Peapack, NJ 07977
Citizenship: United States
Christopher J. Coughlin
Executive Vice President and Chief Financial Officer
Pharmacia Corporation
100 Route 206 North
Peapack, NJ 07977
Citizenship: United States
Richard T. Collier
Senior Vice President and General Counsel
Pharmacia Corporation
100 Route 206 North
Peapack, NJ 07977
Citizenship: United States
Executive Officers:
------------------
Fred Hassan
President and Chief Executive Officer
100 Route 206 North
Peapack, NJ 07977
Citizenship: United States
Goran A. Ando, M.D.
Executive Vice President
100 Route 206 North
Peapack, NJ 07977
Citizenship: Sweden
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Christopher J. Coughlin
Executive Vice President and Chief Financial Officer
100 Route 206 North
Peapack, NJ 07977
Citizenship: United States
Timothy G. Rothwell
Executive Vice President
100 Route 206 North
Peapack, NJ 07977
Citizenship: United States
Hakan Astrom
Senior Vice President
100 Route 206 North
Peapack, NJ 07977
Citizenship: Sweden
Richard T. Collier
Senior Vice President and Assistant Secretary
100 Route 206 North
Peapack, NJ 07977
Citizenship: United States
Carrie Smith Cox
Senior Vice President
100 Route 206 North
Peapack, NJ 07977
Citizenship: United States
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SCHEDULE III
Name, Business Address, Principal Occupation or Employment and
Citizenship of all Directors and Executive Officers of Pharmacia Treasury
Services AB:
Board of Directors:
------------------
Per Aberg
Pharmacia AB
S-171 97 Stockholm, Sweden
Citizenship: Sweden
Sofi Eriksson
Pharmacia AB
S-171 97 Stockholm, Sweden
Citizenship: Sweden
Executive Officers:
------------------
Sofi Eriksson,
Managing Director
Pharmacia AB
S-171 97 Stockholm, Sweden
Citizenship: Sweden
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SCHEDULE IV
Name, Business Address, Principal Occupation or Employment and
Citizenship of all Directors and Executive Officers of Pharmacia Corporation:
Board of Directors:
------------------
Frank C. Carlucci
Chairman, The Carlyle Group
Suite 220S
1001 Pennsylvania Avenue, N.W.
Washington, DC 20004-2505
Citizenship: United States
M. Kathryn Eickhoff
President, Eickhoff Economics
Suite 502
670 Broadway
New York, NY 10012
Citizenship: United States
Fred Hassan
Chief Executive Officer, Pharmacia Corporation
100 Route 206 North
Peapack, NJ 07977
Citizenship: United States
Michael Kantor
Partner, Mayer, Brown, & Platt
100 Route 206 North
Peapack, NJ 07977
Citizenship: United States
Gwendolyn S. King
President, Podium Prose
100 Route 206 North
Peapack, NJ 07977
Citizenship: United States
Philip Leder
Chairman, Department of Genetics,
Harvard Medical School, and Senior
Investigator, Howard Hughes
Medical Institute
100 Route 206 North
Peapack, NJ 07977
Citizenship: United States
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R.L. Berthold Lindqvist
Former President & CEO, Gambro AB
Gamlegardsvagen 50
S-216 20 Malmo, Sweden
Citizenship: Sweden
Olof Lund
Chairman, Enator AB
Lojtnantsgatan 21
S-115 93 Stockholm, Sweden
Citizenship: Sweden
C. Steven McMillan
President and CEO, Sara Lee Corporation
Suite 4600
Three First National Plaza
70 W. Madison
Chicago, IL 60602
Citizenship: United States
William U. Parfet
Co-Chairman, MPI Research
54943 N. Main Street
Mattawan, MI 49071
Citizenship: United States
Jacobus F.M. Peters
Retired Chairman of the Executive Board
and Chief Executive Officer, Aegon N.V.
Dennenlaan 15
2244 AK Wassenaar
The Netherlands
Citizenship: The Netherlands
Ulla B. Reinius
President, Finansfakta R. AB
Sibyllegatam 5
S-114 51 Stockholm, Sweden
Citizenship: Sweden
John E. Robson
Senior Advisor, Robertson Stephens Inc.
555 California Street
San Francisco, CA 94104
Citizenship: United States
William D. Ruckelhaus
Principal, Madrona Investment Group L.L.C.
1000 Second Avenue, Suite 3700
Seattle, WA 98104
Citizenship: United States
Bengt I. Samuelsson
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Professor, Karolinska Institutet
Department of MBB, Div. Chemistry II
Karolinska Institutet, Solna
S-171 77 Stockholm, Sweden
Citizenship: Sweden
32
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Executive Officers:
------------------
Fred Hassan
Chief Executive Officer
100 Route 206 North
Peapack, NJ 07977
Citizenship: United States
Philip Needleman
Senior Executive Vice President,
Chief Scientific Officer, and
Chairman, Research & Development
100 Route 206 North
Peapack, NJ 07977
Citizenship: United States
Goran A. Ando, M.D.
Executive Vice President and
President, Research and Development
100 Route 206 North
Peapack, NJ 07977
Citizenship: Sweden
Christopher J. Coughlin
Executive Vice President and Chief Financial Officer
100 Route 206 North
Peapack, NJ 07977
Citizenship: United States
Timothy G. Rothwell
Executive Vice President and President,
Global Pharmaceutical Operations
100 Route 206 North
Peapack, NJ 07977
Citizenship: United States
Hakan Astrom
Senior Vice President,
Investor Relations and Strategy
100 Route 206 North
Peapack, NJ 07977
Citizenship: Sweden
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Richard T. Collier
Senior Vice President and General Counsel
100 Route 206 North
Peapack, NJ 07977
Citizenship: United States
Carrie Smith Cox
Executive Vice President and
Head, Global Business Management
100 Route 206 North
Peapack, NJ 07977
Citizenship: United States
Stephen P. MacMillan
Sector Vice President, Global
Specialty Operations
President and COO, Sara Lee Corporation
Suite 4600
Three First National Plaza
70 W. Madison
Chicago, IL 60602
Citizenship: United States
34
INDEX TO EXHIBITS
Exhibit Numbers Exhibit
--------------- -------
99.D Letter Agreement, dated May 24, 2001, between Miravant Medical
Technologies and Pharmacia Treasury Services AB amending the Warrant
Agreement, dated February 18, 1999, between Miravant Medical
Technologies and Pharmacia Treasury Services AB
99.F Letter Agreement, dated May 24, 2001, between Miravant Medical
Technologies and Pharmacia Treasury Services AB amending the
Registration Rights Agreement, dated February 18, 1999, between
Miravant Medical Technologies and Pharmacia Treasury Services AB
99.J Sublease Assignment, dated May 24, 2001, between Miravant Medical
Technologies and Pharmacia & Upjohn Company