-----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, LI6f7Bi7hbaBxll5IeQJLiM25sIjMeTRlAosibDfZTRZh22AZHhRkATihkqu+R5d f/KzSKFp3G5HV/eDlEy43A== 0001036050-99-002286.txt : 19991110 0001036050-99-002286.hdr.sgml : 19991110 ACCESSION NUMBER: 0001036050-99-002286 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991109 GROUP MEMBERS: DPC NEWCO, INC. GROUP MEMBERS: DUPONT E I DE NEMOURS & CO GROUP MEMBERS: DUPONT PHARMA, INC. GROUP MEMBERS: E.I. DU PONT DE NEMOURS AND COMPANY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMBICHEM INC CENTRAL INDEX KEY: 0001002276 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 330617379 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-55421 FILM NUMBER: 99744934 BUSINESS ADDRESS: STREET 1: 9050 CAMINO STREET 2: SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6195300484 MAIL ADDRESS: STREET 1: 9050 CAMINO SANTA FE CITY: SAN DIEGO STATE: CA ZIP: 92121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DUPONT E I DE NEMOURS & CO CENTRAL INDEX KEY: 0000030554 STANDARD INDUSTRIAL CLASSIFICATION: PLASTIC MAIL, SYNTH RESIN/RUBBER, CELLULOS (NO GLASS) [2820] IRS NUMBER: 510014090 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 1007 MARKET ST CITY: WILMINGTON STATE: DE ZIP: 19898 BUSINESS PHONE: 3027741000 SC 14D1/A 1 AMENDMENT NO. 4 TO THE SCHEDULE 14D-1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-1/A TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4) and SCHEDULE 13D/A PURSUANT TO SECTION 13(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) COMBICHEM, INC. (NAME OF SUBJECT COMPANY) E.I. DU PONT DE NEMOURS AND COMPANY DUPONT PHARMA, INC. DPC NEWCO, INC. (BIDDERS) COMMON STOCK, $.001 PAR VALUE (TITLE OF CLASS OF SECURITIES) 20009P-10-3 (CUSIP NUMBER OF COMMON STOCK) DONALD P. MCAVINEY, ESQ. E.I. DU PONT DE NEMOURS AND COMPANY DUPONT PHARMA, INC. DPC NEWCO, INC. 1007 MARKET STREET WILMINGTON, DELAWARE 19898 (302) 774-9564 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS) COPIES TO: JUSTIN P. KLEIN, ESQ. BALLARD SPAHR ANDREWS & INGERSOLL, LLP 1735 MARKET STREET, 51ST FLOOR PHILADELPHIA, PENNSYLVANIA (215) 864-8606 ------------------------ CALCULATION OF FILING FEE ======================================================================= TRANSACTION VALUATION* AMOUNT OF FILING FEE --------------------------------------------------------------------------- $101,374,106 $20,274 ======================================================================= * FOR PURPOSES OF CALCULATING FEE ONLY. THIS AMOUNT IS BASED ON A PER SHARE OFFERING PRICE OF $6.75 FOR 13,489,604 SHARES OF COMMON STOCK OUTSTANDING AS OF SEPTEMBER 27, 1999, PLUS THE NUMBER OF SHARES ASSUMED ISSUABLE PURSUANT TO EXERCISE OF OUTSTANDING OPTIONS AND WARRANTS TO PURCHASE SHARES OF COMMON STOCK. THE AMOUNT OF THE FILING FEE, CALCULATED IN ACCORDANCE WITH RULE 0-11 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, EQUALS 1/50 OF ONE PERCENT OF THE AGGREGATE OF THE CASH OFFERED BY THE BIDDERS. [x] CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE 0-11(a)(2) AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS PREVIOUSLY PAID. IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER, OR THE FORM OR SCHEDULE AND THE DATE OF ITS FILING. AMOUNT PREVIOUSLY PAID: $20,274 FORM OR REGISTRATION NO.: Schedule 14D-1 FILING PARTY: E.I. du Pont de Nemours and Company, DuPont Pharma, Inc. and DPC Newco, Inc. DATE FILED: October 12, 1999
2 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON E.I. DU PONT DE NEMOURS AND 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) N/A 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) |_| 6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE 7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,183,891 8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES (See Instructions) |_| 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 97.4% 10. TYPE OF REPORTING PERSON (See Instructions) CO 3 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DUPONT PHARMA, 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) WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) |_| 6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE 7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,183,891 8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES (See Instructions) |_| 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 97.4% 10. TYPE OF REPORTING PERSON (See Instructions) CO 4 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DPC NEWCO, 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) |_| 6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE 7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,183,891 8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES (See Instructions) |_| 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 97.4% 10. TYPE OF REPORTING PERSON (See Instructions) CO 5 This Amendment No. 4 amends the Tender Offer Statement on Schedule 14D-1 initially filed on October 12, 1999, as amended by Amendment No. 1 filed on October 22, 1999, Amendment No. 2 filed on October 29, 1999 and Amendment No. 3 filed on November 4, 1999 (as amended, the "Schedule 14D-1"), relating to a tender offer by DPC Newco, Inc. ("Offeror"), a Delaware corporation and a direct wholly owned subsidiary of DuPont Pharma, Inc. ("Purchaser"), a Delaware corporation and a wholly owned subsidiary of E.I. du Pont de Nemours and Company, a Delaware corporation ("Parent"), to purchase all outstanding shares (the "Shares") of Common Stock, par value $.001 per share (the "Common Stock"), of CombiChem, Inc., a Delaware corporation (the "Company"), at a purchase price of $6.75 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 12, 1999 (the "Offer to Purchase"), and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer"), copies of which were filed as Exhibits (a)(1) and (a)(2) to the Schedule 14D-1, respectively. Unless otherwise indicated herein, each capitalized term used but not defined herein shall have the meaning given to such term in the Schedule 14D-1 or in the Offer to Purchase. This Amendment constitutes the final amendment to the Schedule 14D-1 pursuant to General Instruction D to Schedule 14D-1. This Amendment also amends the Schedule 13D of Parent, Purchaser and Offeror initially filed on October 15, 1999. The Offer expired at 12:00 midnight, New York City time, on Monday, November 8, 1999. According to the information provided by the Depositary, prior to the expiration of the Offer, a total of 13,183,891 Shares had been tendered and not withdrawn pursuant to the Offer (including 427,492 Shares tendered pursuant to the procedure for guaranteed delivery and Shares tendered pursuant to the Shareholders Agreement), which constitute approximately 97.4% of the outstanding Shares (approximately 89.7% on a fully diluted basis). On November 9, 1999, Offeror, by notice to the Depositary, accepted for payment all Shares validly tendered and not withdrawn prior to the expiration of the Offer at price of $6.75 per share. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY The information set forth in Items 6(a) and 6(b) of the Schedule 14D-1 is hereby amended and supplemented as follows: As of November 9, 1999, Offeror has acquired pursuant to the Offer beneficial ownership of 13,183,891 Shares in the aggregate (including 427,492 Shares tendered pursuant to the procedure for guaranteed delivery and Shares tendered pursuant to the Shareholders Agreement), which constitute approximately 97.4% of the outstanding Shares (approximately 89.7% on a fully diluted basis). As a result, Offeror beneficially owns, and Parent and Purchaser may be deemed to beneficially own, Shares as set forth on the cover pages of this amendment and incorporated herein by reference. A copy of the press release, dated November 9, 1999, issued by Parent disclosing this information is attached hereto as Exhibit (a)(9) and is incorporated herein by reference. 6 ITEM 10. ADDITIONAL INFORMATION. The information set forth in Item 10(f) of the Schedule 14D-1 is hereby amended and supplemented as follows: In addition, reference is hereby made to the disclosure set forth under Item 6 above. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(9) Press Release, dated November 9, 1999. 7 SIGNATURES After due 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. Dated: November 9, 1999 E.I. DU PONT DE NEMOURS AND COMPANY By: /s/ Susan M. Stalnecker -------------------------- Name: Susan M. Stalnecker Title: Vice President and Treasurer DUPONT PHARMA, INC. By: /s/ Susan M. Stalnecker -------------------------- Name: Susan M. Stalnecker Title: President DPC NEWCO, INC. By: /s/ A. Lloyd Adams ------------------------- Name: A. Lloyd Adams Title: Vice President 8 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION (a)(9) Press Release, dated November 9, 1999. 9 EX-99.A.9 2 PRESS RELEASE DATED NOVEMBER 11, 1999 Exhibit (a)(9) Contact: Susan Gaffney (302) 774-2698 DUPONT SUCCESSFULLY COMPLETES TENDER OFFER FOR SHARES OF COMBICHEM, INC. WILMINGTON, Del., Nov. 9--DuPont (NYSE: DD) today announced it has successfully completed its tender offer for shares of common stock of CombiChem, Inc. (NASDAQ: CCHM), acquiring approximately 97 percent of all outstanding shares at $6.75 per share. DuPont now owns enough shares of CombiChem to approve the merger without any actions by any other stockholders. DuPont expects to finalize the acquisition as soon as possible through a merger in which the remaining stockholders of CombiChem will receive $6.75 per share in cash. The value of the acquisition is estimated to be approximately $95 million. Based in San Diego, CombiChem integrates proprietary computer modeling technology with advanced chemistry expertise to discover potential new drug compounds, as well as compounds that have applications in agriculture and materials sciences. The company uses computer-based methods to shorten the time of discovery, identify potential drug development problems early and point the way to new compounds not previously considered. Following completion of the acquisition, CombiChem will operate as part of DuPont Pharmaceuticals Research Laboratories and will remain in California, a center for biotechnology and computer technology development. "With the tender offer finished, we can now turn our attention to completing the acquisition and integrating CombiChem's sophisticated technology and outstanding staff into our Pharmaceuticals business," said Kurt M. Landgraf, DuPont executive vice president and chief operating officer. "This acquisition will contribute significantly to our ability to discover and develop new medicines." DuPont Pharmaceuticals is a worldwide business that focuses on research, development and delivery of medicines to treat unmet medical needs in the fights against HIV infection, cardiovascular disease, central nervous system disorders, cancer, arthritis and related disorders. The business also is a leader in medical imaging. DuPont is a science company, delivering science-based solutions that make a difference in people's lives in food and nutrition, health care, apparel, home and construction, electronics and transportation. Founded in 1802, the company operates in 65 countries and has 97,000 employees. FORWARD-LOOKING STATEMENTS: This news release contains forward-looking statements based on management's current expectations, estimates and projections. All statements that address expectations or projections about the future, including statements about the company's strategy for growth, product development, market position, expected expenditures and financial results are forward-looking statements. Some of the forward-looking statements may be identified by words like "expects," "anticipates," "plans," "intends," "projects," "indicates," and similar expressions. These statements are not guarantees of future performance and involve a number of risks, uncertainties and assumptions. Many factors, including those discussed more fully elsewhere in this release and in DuPont's filings with the Securities and Exchange Commission, particularly its latest annual report on Form 10-K, as well as others, could cause results to differ materially from those stated. These factors include, but are not limited to, successful completion of the merger; whether the merger will result in the discovery and development of new medicines; changes in the laws, regulations, policies and economic conditions of countries in which the company does business; competitive pressures; successful integration of structural changes, including acquisitions, divestitures and alliances; failure of the company or related third parties to become Year 2000 capable; research and development of new products, including regulatory approval and market acceptance. ### 11/9/99 -----END PRIVACY-ENHANCED MESSAGE-----