-----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, N76YuNPyamrgTwVXdfgDrvjDLgRQDZ/CShhf1VquzmgGrPrX6JyfjNP3u5zHPuZf vUSbw9EpxIOmCq6kTQ/Eag== 0000217028-95-000038.txt : 19951208 0000217028-95-000038.hdr.sgml : 19951208 ACCESSION NUMBER: 0000217028-95-000038 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951122 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19951206 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: RHONE POULENC RORER INC CENTRAL INDEX KEY: 0000217028 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 231699163 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05851 FILM NUMBER: 95599463 BUSINESS ADDRESS: STREET 1: 500 ARCOLA RD STREET 2: P O BOX 1200 M/S 5B14 CITY: COLLEGEVILLE STATE: PA ZIP: 19426-0107 BUSINESS PHONE: 6104548000 FORMER COMPANY: FORMER CONFORMED NAME: RORER GROUP INC DATE OF NAME CHANGE: 19900731 FORMER COMPANY: FORMER CONFORMED NAME: RORER AMCHEM INC DATE OF NAME CHANGE: 19770604 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 22, 1995 - ----------------------------------------------------------------- Rhone-Poulenc Rorer Inc. - ----------------------------------------------------------------- (Exact name of registrant as specified in its charter) Pennsylvania 1-5851 23-1699163 - ----------------------------------------------------------------- (State or other juris- (Commission (IRS Employer diction of incorporation) File Number) Identification No.) 500 Arcola Road, Collegeville, PA 19426 - ----------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (610)454-8000 ------------- - ----------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events ------------ On November 22, 1995, Rhone-Poulenc Rorer Inc. ("RPR" or the "Company") announced that the tender offer by its indirect wholly- owned subsidiary, GCT Acquisition, Inc. ("GCT"), to purchase the outstanding common shares of Applied Immune Sciences, Inc. ("AIS") not beneficially owned by RPR or any direct or indirect subsidiary of RPR at $11.75 per share had expired upon the close of business on November 21st. Including shares validly tendered pursuant to guaranteed delivery procedures, GCT owned approximately 98.5% of AIS's outstanding share capital as of the expiration of the offer. On November 28, 1995, RPR announced the completion of the merger of GCT with and into AIS. As a result of the merger, AIS became an indirect wholly-owned subsidiary of RPR and all remaining AIS shareholders (other than RPR and its subsidiaries and affiliates) are entitled to receive a cash price of $11.75 for each of their shares. Copies of the Company's November 22, 1995 and November 28, 1995 press releases are attached hereto as Exhibits 20(a) and 20(b), respectively, and are incorporated herein by reference. Item 7. Exhibits -------- (c) Exhibit 20(a) - Rhone-Poulenc Rorer Inc. press release dated November 22, 1995. Exhibit 20(b) - Rhone-Poulenc Rorer Inc. press release dated November 28, 1995. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. RHONE-POULENC RORER INC. ----------------------------- (registrant) Dated: December 6, 1995 By: /s/ Thomas F. Crawford ----------------------------- Thomas F. Crawford Vice President and Corporate Controller EXHIBIT INDEX ------------- 20(a) Rhone-Poulenc Rorer Inc. press release dated November 22, 1995. 20(b) Rhone-Poulenc Rorer Inc. press release dated November 28, 1995. EX-20 2 Exhibit 20(a) FOR IMMEDIATE RELEASE Becoming the Best Contacts: Bob Pearson (610) 454-3837 Noonan/Russo Communications (212) 696-4455 Anthony J. Russo, Ph. D., ext. 202 Neil Cohen, ext. 205 RHONE-POULENC RORER INC. CONSUMMATES TENDER OFFER FOR APPLIED IMMUNE SCIENCES, INC. Collegeville, PA and New York, NY, November 22, 1995 -- Rhone-Poulenc Rorer Inc. (NYSE: RPR) announced today that the tender offer for AIS shares at $11.75 per share expired as scheduled at 5:00 p.m., Eastern Standard Time (EST), on Tuesday, November 21, 1995. The offer by GCT Acquisition, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of RPR, was for all of the outstanding shares (together with the associated preferred stock purchase rights) of common stock, par value $.01 per share of Applied Immune Sciences, Inc., a Delaware corporation (NASDAQ: AISX). The Depositary for the Offer informed RPR that 7,060,315 shares (including shares tendered pursuant to guaranteed delivery procedures), or 97.8% of the shares not owned by RPR or its affiliates, were validly tendered and not withdrawn. GCT has accepted all shares validly tendered for purchase. After giving effect to the purchase of such tendered shares, GCT will own 98.9% (assuming the valid tender of shares tendered pursuant to guaranteed delivery procedures) of the 13,534,262 shares outstanding as of the expiration of the offer. RPR also announced that GCT intends to merge with and into AIS pursuant to the short-form merger provisions of Section 253 of Delaware General Corporation Law. As a result of the merger, AIS would become an indirect wholly- owned subsidiary of RPR and all remaining AIS shareholders (other than RPR and its subsidiaries and affiliates) would be entitled to receive the same $11.75 cash price for each of their shares. -more- -2- AIS is a leader in cell therapy, which uses living cell infusions to achieve a therapeutic effect in a variety of diseases. At the heart of AIS' technology is a patented device, the AIS CELLector, that isolates specific populations of a patient's cells from blood or bone marrow or tissue samples. The cells may then be activated and numerically expanded prior to reinfusion into the patient, where they exert their therapeutic effects. AIS' core competencies also include ex vivo gene therapy, cell separation and expansion technologies and vector research. RPR Gencell is a division of RPR dedicated to cell and gene therapy. By linking leading biotechnology companies and research organizations worldwide with its own internal capabilities, RPR Gencell hopes to accelerate the development of effective therapies for cancer, asthma, cardiovascular, and nervous system diseases. The core competencies of RPR Gencell and its 17 partners include gene discovery and sequencing, gene expression, vectors for gene delivery, cell selection, ex vivo cell expansion methods and clinical development. Rhone-Poulenc Rorer Inc. (NYSE: RPR) is a global pharmaceutical company dedicated to the discovery, development, manufacture and marketing of human pharmaceuticals. The company reported sales of $4.5 billion and invested more than $600 million in research and development in 1994. ### Exhibit 20(b) FOR IMMEDIATE RELEASE Becoming the Best Contacts: Bob Pearson Rhone-Poulenc Rorer (610) 454-3872 Guy Esnouf Rhone-Poulenc Rorer (610) 454-5048 RHONE-POULENC RORER INC. COMPLETES MERGER OF SUBSIDIARY INTO APPLIED IMMUNE SCIENCES, INC. Collegeville, PA, USA, November 28, 1995 -- Rhone- Poulenc Rorer, Inc. (NYSE:RPR) announced today that is has completed the merger of its indirect, wholly owned subsidiary, GCT Acquisition, Inc. with and into Applied Immune Sciences, Inc. (NASDAQ:AISX). As a result of the merger, AIS is now an indirect, wholly owned subsidiary of RPR, and all remaining stockholders of AIS are entitled to receive $11.75 in cash for their shares. The merger follows completion of a tender offer by RPR for shares of Common Stock of AIS not then owned by RPR or its subsidiaries, at the same $11.75 per share price. ### -----END PRIVACY-ENHANCED MESSAGE-----