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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934*
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3-DIMENSIONAL PHARMACEUTICALS, INC.
(Name of Issuer)
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COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
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88554W104
(CUSIP Number)
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JOHN T. CRISAN, ESQ.
JOHNSON & JOHNSON
ONE JOHNSON & JOHNSON PLAZA
NEW BRUNSWICK, NEW JERSEY 08933
TELEPHONE: (732) 524-0400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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Copy to:
ROBERT I. TOWNSEND, III, ESQ.
CRAVATH, SWAINE & MOORE
WORLDWIDE PLAZA
825 EIGHTH AVENUE
NEW YORK, NY 10019
(212) 474-1000
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JANUARY 15, 2003
(Date of Event Which Requires Filing of this Statement)
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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 ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. o
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7(b) 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).
(Continued on following pages)
CUSIP No. 88554W104
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
JOHNSON & JOHNSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
I.R.S. I.D. #22-1024240
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW JERSEY
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF NONE
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
7,456,600
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING NONE
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
NONE
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,456,600
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.0%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
Neither the filing of this Schedule 13D nor any of its contents
shall be deemed to constitute an admission by Johnson & Johnson that it is the
beneficial owner of any of the common stock of 3-Dimensional Pharmaceuticals,
Inc. referred to herein for purposes of Section 13(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or for any other
purpose, and such beneficial ownership is expressly disclaimed.
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the common stock, par
value $0.001 per share (the "Issuer Common Stock"), of 3-Dimensional
Pharmaceuticals, Inc., a Delaware corporation (the "Issuer"). The principal
executive offices of the Issuer are located at 1020 Stony Hill Road, Yardley,
PA 19067.
ITEM 2. IDENTITY AND BACKGROUND
(a) The name of the person filing this statement is Johnson &
Johnson, a New Jersey corporation ("Johnson & Johnson").
(b) The address of the principal office and principal business of
Johnson & Johnson is One Johnson & Johnson Plaza, New Brunswick, NJ 08933.
(c) Johnson & Johnson is engaged in the manufacture and sale of a
broad range of products in the healthcare field in many countries of the
world. Set forth in Schedule A hereto, which is incorporated herein by
reference, is the name, business address, present principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted and citizenship, of
each of Johnson &
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Johnson's directors and executive officers, as of the date hereof. Other than
such directors and executive officers, there are no persons controlling
Johnson & Johnson.
(d) During the past five years, neither Johnson & Johnson nor, to
Johnson & Johnson's knowledge, any person named in Schedule A hereto, has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the past five years, neither Johnson & Johnson nor, to
Johnson & Johnson's knowledge, any person named in Schedule A hereto, was a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activity subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Not applicable.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Pursuant to the Stockholder Agreement, dated as of January 15, 2003
(the "Stockholder Agreement"), among Johnson & Johnson and certain
stockholders of the Issuer set forth on Schedule A thereto (collectively, the
"Stockholders"), Johnson & Johnson may be deemed to be the beneficial owner of
7,456,600 shares of Issuer Common Stock (collectively, the "Subject Shares").
Johnson & Johnson and the Stockholders entered into the Stockholder Agreement
to induce Johnson & Johnson to enter into the Agreement and Plan of Merger,
dated as of January 15, 2003 (the "Merger Agreement"), among Johnson &
Johnson, Longbow Merger Sub, Inc., a Delaware corporation and a wholly owned
subsidiary of Johnson & Johnson ("Merger Sub"), and the Issuer. Pursuant to
the Merger Agreement, Merger Sub will merge with and into the Issuer (the
"Merger"), with the Issuer continuing as the surviving corporation in the
Merger (the "Surviving Corporation") as a wholly owned subsidiary of Johnson &
Johnson. In the Merger, each share of Issuer Common Stock will be converted
into the right to receive $5.74 in cash, without interest. The Merger is
subject to certain conditions. The descriptions of the Merger Agreement and
the Stockholder Agreement contained herein are qualified in their entirety by
reference to such agreements, which are attached hereto as Exhibits 1 and 2,
respectively.
ITEM 4. PURPOSE OF TRANSACTION
(a)-(b) The Stockholder Agreement was entered into as a condition to
the willingness of Johnson & Johnson to enter into the Merger Agreement and to
increase the likelihood that the approval of the Issuer's stockholders
required in connection with the Merger will be obtained. See the response to
Item 3 for a more complete description of the Merger. Pursuant to the terms of
the Stockholder Agreement, any shares of capital stock of the Issuer acquired
by certain of the Stockholders after the date of the Stockholder Agreement and
during the term of the Stockholder Agreement (including through the exercise
of any stock options, warrants or similar instruments) will be subject to the
Stockholder Agreement. Accordingly, any such acquisition of shares of capital
stock of the Issuer by any Stockholder may result in Johnson & Johnson being
deemed to acquire beneficial ownership of additional securities of the Issuer.
(c) Not applicable.
(d) Upon consummation of the Merger, the directors of the Surviving
Corporation shall be the existing directors of Merger Sub, until their
resignation or removal or until their successors are duly elected and
qualified. The existing directors of Merger Sub are Michael Jackson and John
T. Crisan. The officers of the Surviving Corporation shall be the existing
officers of Merger Sub, until their resignation or removal or until their
respective successors are duly elected and qualified.
(e) Other than as a result of the Merger described in Item 3 above,
not applicable.
(f) Not applicable.
(g) Upon consummation of the Merger, the Restated Certificate of
Incorporation of the Surviving Corporation shall be amended to read in its
entirety as set forth in Exhibit 3 to this statement on Schedule 13D, which is
incorporated herein by reference, and, as so amended, shall be the Restated
Certificate of Incorporation of the Surviving Corporation until thereafter
changed or amended. Upon consummation of the Merger, the By-laws of Merger
Sub, as in effect immediately prior to the Merger, shall be the By-laws of the
Surviving Corporation until thereafter changed or amended.
(h) - (i) Upon consummation of the Merger, the Issuer Common Stock
will be delisted from The Nasdaq Stock Market Inc. and will become eligible
for termination of registration pursuant to Section 12(g)(4) of the Exchange
Act.
(j) Other than as described above, Johnson & Johnson currently has
no plan or proposals which relate to, or may result in, any of the matters
listed in Items 4(a) - (i) of Schedule 13D (although Johnson & Johnson
reserves the right to develop such plans).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(b) As a result of the Stockholder Agreement, Johnson & Johnson
may be deemed to be the beneficial owner of the Subject Shares. The Subject
Shares constitute approximately 33.0% of the issued and outstanding shares of
Issuer
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Common Stock, based on the Issuer's representation in the Merger Agreement
that there were 22,595,758 shares of Issuer Common Stock issued and
outstanding at the close of business on January 14, 2003.
Pursuant to the Stockholder Agreement, the Stockholders have agreed,
among other things, (i) to vote the Subject Shares (and, with respect to
certain of the Stockholders, any shares of capital stock of the Issuer
acquired by such Stockholder after the date of the Stockholder Agreement and
during the term of the Stockholder Agreement) in favor of (a) the adoption of
the Merger Agreement, (b) the approval of the Merger and (c) the approval of
the other transactions contemplated by the Merger Agreement, (ii) to vote the
Subject Shares (and, with respect to certain of the Stockholders, any shares
of capital stock of the Issuer acquired by such Stockholder after the date of
the Stockholder Agreement and during the term of the Stockholder Agreement)
against (a) any merger agreement or merger (other than the Merger Agreement
and the Merger) or similar transaction and (b) any proposal or transaction
that would impede, frustrate, prevent or nullify the Merger, the Merger
Agreement or the other transactions contemplated by the Merger Agreement,
(iii) not to sell, transfer, pledge, assign or otherwise dispose of any
Subject Shares or enter into any arrangement with respect to the sale,
transfer, pledge, assignment or other disposition of such Subject Shares,
except to a family member, family trust, or charitable institution in
specified circumstances and (iv) not to enter into any voting arrangement,
whether by proxy, voting agreement or otherwise, with respect to any Subject
Shares. Further, by their execution of the Stockholder Agreement, each
Stockholder has irrevocably appointed Johnson & Johnson and Tom Heyman,
Michael Jackson, and John T. Crisan, in their capacities as officers or
authorized representatives of Johnson & Johnson, and any individual who shall
thereafter succeed any of them, and each of them individually, and any
individual designated in writing by any of them, as his or her proxy and
attorney-in-fact (the "Attorney"). The name of each Stockholder and the number
of Subject Shares beneficially owned by each Stockholder are set forth in
Schedule A to the Stockholder Agreement, which is attached as Exhibit 2
hereto.
In exercising its right to vote the Subject Shares as proxy and
attorney-in-fact of the Stockholders, the Attorney's rights are limited to
voting the Subject Shares, or granting a consent or approval with respect to
the Subject Shares, (i) in favor of approval and adoption of the Merger and
the Merger Agreement, (ii) against any Takeover Proposal (as such term is
defined in the Merger Agreement) and (iii) against any other proposal or
transaction that would impede, frustrate, prevent or nullify the Merger, the
Merger Agreement or the other transactions contemplated by the Merger
Agreement. The Stockholders may vote the Subject Shares on all other matters.
The Stockholder Agreement terminates upon the earlier to occur of
(i) such date and time as the Merger shall become effective in accordance with
the terms of the Merger Agreement and (ii) the date of termination of the
Merger Agreement and (iii) at the option of any Stockholder, the execution or
granting of any amendment, modification, change or waiver with respect to the
Merger Agreement subsequent to the date of the Stockholder Agreement that
results in any decrease in the price to be paid per share for the shares of
Issuer Common Stock.
(c) Neither Johnson & Johnson nor, to the knowledge of Johnson &
Johnson, any person named in Schedule A, has effected any transaction in the
Issuer Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
Other than as described in Items 3, 4 and 5 and the agreements
incorporated herein by reference and set forth as exhibits hereto, to the
knowledge of Johnson & Johnson, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named
in Item 2 and between such persons and any person with respect to any
securities of the Issuer, including but not limited to transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.
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ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
The following documents are filed as exhibits:
EXHIBIT
NUMBER EXHIBIT NAME
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2.1 Agreement and Plan of Merger dated as of January 15,
2003, among Johnson & Johnson, a New Jersey corporation,
Longbow Merger Sub, Inc., a Delaware corporation and a
wholly owned subsidiary of Johnson & Johnson, and
3-Dimensional Pharmaceuticals, Inc., a Delaware
corporation.
2.2 Stockholder Agreement dated as of January 15, 2003, among
Johnson & Johnson, a New Jersey corporation, and certain
stockholders of 3-Dimensional Pharmaceuticals, Inc., a
Delaware corporation.
3.1 Form of Certificate of Incorporation of the Surviving
Corporation.
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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.
JOHNSON & JOHNSON,
by
/s/ Michael H. Ullmann
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Name: Michael H. Ullmann
Title: Secretary
Dated: January 27, 2003
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT NAME
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2.1 Agreement and Plan of Merger dated as of January 15, 2003,
among Johnson & Johnson, a New Jersey corporation, Longbow
Merger Sub, Inc., a Delaware corporation and a wholly
owned subsidiary of Johnson & Johnson, and 3-Dimensional
Pharmaceuticals, Inc., a Delaware corporation.
2.2 Stockholder Agreement dated as of January 15, 2003, among
Johnson & Johnson, a New Jersey corporation, and certain
stockholders of 3-Dimensional Pharmaceuticals, Inc., a
Delaware corporation.
3.1 Form of Certificate of Incorporation of the Surviving
Corporation.
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SCHEDULE A
The following is a list of the directors and executive officers of
Johnson & Johnson, setting forth the present principal occupation or
employment and the name and principal business of any corporation or other
organization in which such employment is conducted for each such person.
Unless otherwise indicated, all directors and officers listed below are
citizens of the United States.
BOARD OF DIRECTORS OF JOHNSON & JOHNSON
PRESENT PRINCIPAL
NAME POSITION OCCUPATION BUSINESS ADDRESS
---- -------- ----------------- ----------------
Gerard N. Burrow Director President and Chief Johnson & Johnson
Executive Officer, Sea One Johnson & Johnson Plaza
Research Foundation New Brunswick, NJ 08933
James G. Cullen Director Retired President and Chief Johnson & Johnson
Operating Officer, Bell One Johnson & Johnson Plaza
Atlantic Corporation New Brunswick, NJ 08933
Robert J. Darretta Director Executive Vice President, Johnson & Johnson
Finance and Information One Johnson & Johnson Plaza
Management; Member, New Brunswick, NJ 08933
Executive Committee
M. Judah Folkman Director Senior Associate in Surgery Johnson & Johnson
and Director, Surgical One Johnson & Johnson Plaza
Research Laboratory, New Brunswick, NJ 08933
Children's Hospital; Andrus
Professor of Pediatric Surgery
and Professor of Cell Biology,
Harvard Medical School,
Department of Surgery
Ann D. Jordan Director Former Director, Social Johnson & Johnson
Services Department, One Johnson & Johnson Plaza
Chicago Lying-In Hospital, New Brunswick, NJ 08933
University of Chicago
Medical Center
Arnold G. Langbo Director Retired Chairman of the Johnson & Johnson
Board and Chief Executive One Johnson & Johnson Plaza
Officer, Kellogg Company New Brunswick, NJ 08933
James T. Lenehan Vice Vice Chairman, Board of Johnson & Johnson
Chairman, Directors; President; One Johnson & Johnson Plaza
Board of Member, Executive New Brunswick, NJ 08933
Directors and Committee
Director
Leo F. Mullin Director Chairman and Chief Johnson & Johnson
Executive Officer, Delta Air One Johnson & Johnson Plaza
Lines, Inc. New Brunswick, NJ 08933
David Satcher Director Director, National Center for Johnson & Johnson
Primary Care One Johnson & Johnson Plaza
New Brunswick, NJ 08933
Henry B. Schacht Director Chairman of the Board, Johnson & Johnson
Lucent Technologies Inc. One Johnson & Johnson Plaza
New Brunswick, NJ 08933
Maxine F. Singer Director President of the Carnegie Johnson & Johnson
Institution of Washington One Johnson & Johnson Plaza
New Brunswick, NJ 08933
William C. Weldon Chairman, Chairman, Board of Directors; Johnson & Johnson
Board of Chairman, Executive One Johnson & Johnson Plaza
Directors Committee New Brunswick, NJ 08933
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PRESENT PRINCIPAL
NAME POSITION OCCUPATION BUSINESS ADDRESS
---- -------- ----------------- ----------------
Robert N. Wilson Senior Vice Senior Vice Chairman, Board Johnson & Johnson
Chairman, of Directors One Johnson & Johnson Plaza
Board of New Brunswick, NJ 08933
Directors and
Director
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SCHEDULE A
EXECUTIVE OFFICERS OF JOHNSON & JOHNSON
NAME POSITION
Robert J. Darretta Member, Executive Committee; Member,
Board of Directors; Executive Vice
President, Finance and Information
Management; Chief Financial Officer
Russell C. Deyo Member, Executive Committee; Vice
President, Administration
Michael J. Dormer Member, Executive Committee; Worldwide
Citizenship: Chairman, Medical Devices Group
United Kingdom
Roger S. Fine Member, Executive Committee; Vice
President, General Counsel
Colleen A. Goggins Member, Executive Committee; Worldwide
Chairman, Consumer & Personal Care
Group
JoAnn Heffernan Heisen Member, Executive Committee; Vice
President, Chief Information Officer
James T. Lenehan Vice Chairman, Board of Directors;
Member, Executive Committee; President
Brian D. Perkins Member, Executive Committee; Worldwide
Chairman, Consumer Pharmaceuticals &
Nutritionals Group
Per A. Peterson, M.D., Ph.D. Member, Executive Committee; Chairman,
Research & Development Pharmaceuticals
Group
Christine A. Poon Member, Executive Committee; Worldwide
Chairman, Pharmaceuticals Group
William C. Weldon Chairman, Board of Directors; Chief
Executive Officer; Chairman, Executive
Committee
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