PFIZER INC — Major Shareholding Notification 2001

Mar 16, 2001

SC 13D 1 onyx13d.htm ONYX PHARMACEUTICALS, INC. SCHEDULE 13D Onyx Pharmaceuticals, INC. Schedule 13D

| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
| --- |
| SCHEDULE 13D (RULE 13D-101) INFORMATION TO
BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (AMENDMENT NO.
3) |
| ONYX PHARMACEUTICALS,
INC. (Name of Issuer) |
| COMMON STOCK, PAR VALUE $0.001 PER
SHARE (Title of Class of Securities) 683399 10 9 (CUSIP Number) |
| Margaret M. Foran Secretary Warner-Lambert Company 235 East 42nd Street New York, NY 10591 (212) 573-2323 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| March 8, 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 which
is the subject of this Schedule 13D, and is filing this schedule because
of Rule 13d(e), 13d-1(f) or 13d-1(g), check the following box ( ). |

CUSIP NO. 683399 10 9 13D ____________ 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). WARNER-LAMBERT COMPANY (I.R.S. EMPLOYER IDENTIFICATION NUMBER 22-1598912) ___________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP NOT APPLICABLE &nbsp (a)_ (b) _________ 3. SEC USE ONLY _________ 4. SOURCE OF FUNDS WC _________ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ( ) _________ 6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE ________ 7. SOLE VOTING POWER - 1,398,079 - NUMBER OF _________ SHARES 8. SHARED VOTING POWER BENEFICIALLY 0 OWNED BY ________ EACH 9. SOLE DISPOSITIVE POWER REPORTING - 1,398,079 - PERSON _______ WITH 10. SHARED DISPOSITIVE POWER 0 _________ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 1,398,079 - _________ 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) NOT APPLICABLE _________ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) - 7.8% - (Based on 17,947,054 shares of common stock outstanding as of November 14, 2000) _________ 14. TYPE OF REPORTING PERSON CO This Amendment No. 3 to the Statement on Schedule13D filed by Warner-Lambert Company, a Delaware corporation ("Purchaser"), on May 9, 1996, as amended on July 1, 1997 and February 28, 2000 (the "Schedule 13D"), relates to the common stock, par value $.001 per share (the "Common Stock"), of Onyx Pharmaceuticals, Inc., a Delaware corporation ("Issuer"). All capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 13D. ________________ ITEM 2. IDENTITY AND BACKGROUND. Item 2 to the Schedule 13D is amended by adding the following: Purchaser was acquired by Pfizer Inc. on June 19, 2000. The address of Purchaser's principal business is 235 East 42nd Street, New York, NY 10017. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Purchaser obtained the $5 million used to purchase the shares of Common Stock pursuant to the Issuer's exercise of the Second Put Right (as defined in the Stock Put and Purchase Agreement) from its working capital. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby amended and restated in its entirety as follows: See Items 7-11 and Item 13 of the cover page hereto.

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.

Date: March 14, 2001 WARNER-LAMBERT COMPANY By: /s/ MARGARET M. FORAN Name: Margaret M. Foran Title: Secretary