-----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, I1IUL85iw5ro2Gu2jtgTWkJyRKvv/ZsHu9i30kPRtQ6L/kn1IZiT2UdH21HNnUfi caCGEYWpiMivpxcIHPlgsQ== 0000005187-99-000007.txt : 19990426 0000005187-99-000007.hdr.sgml : 19990426 ACCESSION NUMBER: 0000005187-99-000007 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990423 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IMMUNEX CORP /DE/ CENTRAL INDEX KEY: 0000719529 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 510346580 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-35229 FILM NUMBER: 99600169 BUSINESS ADDRESS: STREET 1: 51 UNIVERSITY ST CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 2065870430 MAIL ADDRESS: STREET 1: 51 UNIVERSITY STREET CITY: SEATLE STATE: WA ZIP: 98101 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN HOME PRODUCTS CORP CENTRAL INDEX KEY: 0000005187 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 132526821 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5 GIRALDA FARMS CITY: MADISON STATE: NJ ZIP: 07940 BUSINESS PHONE: 9736605835 MAIL ADDRESS: STREET 1: 5 GIRALDA FARMS CITY: MADISON STATE: NJ ZIP: 07940 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* Immunex Corporation (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 45252810 2 (CUSIP Number) LOUIS L. HOYNES, JR., ESQ. Senior Vice President and General Counsel American Home Products Corporation 5 Giralda Farms, Madison, N.J. 07940 (973) 660-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 23, 1999 (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 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(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). CUSIP No. 45252810 2 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON American Home Products Corporation ("Parent") Tax I.D. 13-2526821 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) N/A (b) 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 43,789,637** (held by American Cyanamid Company ("ACY"), a subsidiary of Parent which includes 7,204,176** shares of Immunex common stock held by Lederle Parenterals, Inc., a wholly owned subsidiary of ACY) 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 43,789,637** (held by ACY, a subsidiary of Parent which includes 7,204,176** shares of Immunex common stock held by Lederle Parenterals, Inc., a wholly owned subsidiary of ACY) 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 43,789,637** 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 53.9% 14. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! ** Adjusted to reflect the two-for-one stock split effected for shareholders of record of the Issuer on March 11, 1999. The Statement on Schedule 13D, dated December 1, 1994 (the "Original Statement"), filed by American Home Products Corporation, a Delaware corporation ("Parent" or "Reporting Person"), and on behalf of AC Acquisition Corp., a Delaware corporation, as amended by Amendment, No. 1, dated November 2, 1995 ("Amendment No. 1"), Amendment No. 2, dated November 3, 1995 ("Amendment No. 2") and Amendment No. 3, dated November 15, 1995 ("Amendment No. 3") is hereby further amended by this Amendment No. 4, dated April 23, 1999, to reflect certain changes in the information previously filed relating to the outstanding Common Stock, $.01 par value (the "Common Stock"), of Immunex Corporation, a Washington corporation ("Immunex" or "Issuer"), which has its principal executive offices at 51 University Street, Seattle, WA 98101. All references to shares purchased have been adjusted to reflect the two-for-one stock split effected for shareholders of record of the Issuer on March 11, 1999, except where indicated. Item 3 of the Original Statement is hereby amended to add the following: "The Reporting Person purchased Common Stock directly from Immunex between November 4, 1997 and April 23, 1999 in the aggregate amount of 862,133 shares of Common Stock, pursuant to the Governance Agreement. The Governance Agreement grants to the Reporting Person the option, on a quarterly basis, the right to purchase additional shares from Immunex to the extent necessary to permit the Reporting Person to maintain the percentage of shares of Common Stock owned by the Reporting Person as of the immediately preceding quarter. As consideration for the acquisition of such shares of Common Stock, the Reporting Person paid an aggregate of $48,934,886.44. The aggregate consideration paid by the Reporting Person was financed entirely from the working capital of the Reporting Person." Item 4 is hereby amended by deleting the entire item and substituting the following paragraphs: "The Common Stock of Immunex beneficially owned by Parent was indirectly acquired on November 21, 1994 as a result of the consummation of the tender offer for ACY Common Stock. Parent is continuously reviewing its investment in Immunex. Depending on market conditions and other factors, Parent or its subsidiaries may purchase additional shares of Common Stock in the open market or in private transactions or may sell all or some of their shares of Common Stock (whether now or hereafter held), in each case subject to the terms and conditions of agreements between Immunex, ACY and Parent. See Item 6, below, for a description of those agreements. Except as set forth above or in any other item hereof, Parent does not have any current plans or proposals that would relate to or result in any of the actions required to be described in Item 4 of Schedule 13D. The introductory paragraph to Item 5 and Item 5(c) of the Original Statement is hereby amended and restated to read as follows: "As of November 21, 1994, AC Acquisition and Parent became the indirect beneficial owner of 21,463,752 (pre-split) shares of Immunex Common Stock owned by ACY and its subsidiaries (this number has been adjusted to omit 50,000 (pre-split) shares of Immunex Common Stock (incorrectly included in prior reports) and, as a result, Parent became the beneficial owner of approximately 54.5% of the outstanding Common Stock (based on the number of shares outstanding on November 8, 1994). As of April 23, 1999, Parent is the indirect beneficial owner of 43,789,637 shares of Common Stock owned by ACY and its subsidiaries and, as a result, Parent is the beneficial owner of approximately 53.9% of the outstanding Common Stock (based on the number of shares outstanding on March 31, 1999 as adjusted for the two-for-one stock split)." "(c) Set forth on Schedule B hereto are descriptions of the transactions in Common Shares effected by the Reporting Person between November 4, 1997 and April 23, 1999." 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. Dated: April 23, 1999 AMERICAN HOME PRODUCTS CORPORATION By: /s/ Robert G. Blount Robert G. Blount Senior Executive Vice President Schedule A Executive Officers and Directors of American Home Products Corporation The names and titles of the executive officers and the names of the directors of American Home Products Corporation ("AHP") and their business addresses and principal occupations are set forth below. If no address is given, the director's or executive officer's business address is that of AHP. Unless otherwise indicated, each occupation set forth opposite an individuals name refers to AHP and each individual is a United States citizen. EXECUTIVE OFFICERS Position; Present Principal Occupation - ------------------ -------------------------------------- John R. Stafford Chairman, President and Chief Executive Officer Robert G. Blount Senior Executive Vice President Robert Essner Executive Vice President Joseph J. Carr Senior Vice President Louis L. Hoynes, Jr. Senior Vice President and General Counsel Robert I. Levy Senior Vice President - Science and Technology William J. Murray Senior Vice President David M. Olivier Senior Vice President John R. Considine Vice President - Finance Paul R. Jones Vice President and Comptroller Rene R. Lewin Vice President - Human Resources Thomas M. Nee Vice President - Taxes DIRECTORS Position; Present Principal Occupation - ----------- -------------------------------------- Clifford L. Alexander, Jr. President of Alexander & Associates, 400 C Street, NE Inc.(consulting firm specializing in Washington, D.C. 20002 Workforce Inclusiveness) Frank A. Bennack, Jr. President and Chief Executive Officer The Hearst Corporation of The Hearst Corporation 959 Eighth Avenue (owns and operates communications New York, New York 10019 media) Robert G. Blount Listed above Robert Essner Listed above John D. Feerick Dean, Fordham University Fordham University School of Law since 1982 School of Law 140 West 62nd Street New York, New York 10023 John P. Mascotte President and Chief Executive 2301 Main Street Officer, Blue Cross Blue Shield Eighth Floor of Kansas City, Inc. Kansas City Missouri 64108 Mary Lake Polan, Department Chair and Professor, M.D., Ph.D Stanford University School of Stanford University Medicine School of Medicine 100 Pasteur Drive Stanford, CA 94305 Ivan G. Seidenberg Vice Chairman, President and Bell Atlantic Chief Operating Officer, Corporation Bell Atlantic Corporation 1095 Avenue of the (telecommunications company) Americas New York, New York 10036 John R. Stafford Listed above John R. Torell III Chairman, Torell Management Inc. Torell Management Inc. (financial advisory company) 767 Fifth Avenue 46th Floor New York, New York 10153 Schedule B TRANSACTIONS BY AMERICAN HOME PRODUCTS CORPORATION IN IMMUNEX COMMON SHARES FOR THE PERIOD BETWEEN NOVEMBER 4, 1997 AND APRIL 23, 1999 INCLUSIVE (share amounts and price per share have been adjusted for two-for-one stock split) DATE OF NO. OF SHARES PRICE PER TRANSACTION PURCHASED SHARE 4-NOV-97 56,446 $22.681 27-APR-98 68,824 $33.856 27-JUL-98 73,906 $30.544 21-OCT-98 79,836 $28.682 27-JAN-99 257,092 $53.243 23-APR-99 326,029 $83.088 -----END PRIVACY-ENHANCED MESSAGE-----