SC 13D/A 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 9)* Immunex Corporation (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 45252810 2 (CUSIP Number) LOUIS L. HOYNES, JR., ESQ. Executive 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) October 19, 2000 (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 -0- 8. SHARED VOTING POWER 283,878,088 9. SOLE DISPOSITIVE POWER -0- 10. SHARED DISPOSITIVE POWER 283,878,088 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 283,878,088 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 54.7% 14. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 45252810 2 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MDP Holdings, Inc.("MDP") Tax I.D. 22-3187914 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 -0- 8. SHARED VOTING POWER 225,108,991 9. SOLE DISPOSITIVE POWER -0- 10. SHARED DISPOSITIVE POWER 225,108,991 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 225,108,991 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 44.7% 14. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 45252810 2 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lederle Parenterals, Inc. ("LPI") Tax I.D. 22-2132271 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 New Jersey NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER -0- 8. SHARED VOTING POWER 43,225,056 9. SOLE DISPOSITIVE POWER -0- 10. SHARED DISPOSITIVE POWER 43,225,056 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 43,225,056 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.6% 14. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 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"), Amendment No. 3, dated November 15, 1995 ("Amendment No. 3"), Amendment No. 4, dated April 23, 1999 ("Amendment No. 4"), Amendment No. 5, dated May 20, 1999 ("Amendment No. 5"), Amendment No. 6, dated August 6, 1999 ("Amendment No. 6"), Amendment No. 7, dated June 23, 2000 ("Amendment No. 7") and Amendment No. 8, dated August 9, 2000 ("Amendment No. 8") is hereby further amended by this Amendment No. 9, dated October 20, 2000 ("Amendment No. 9") 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. NOTE: The percentage ownership calculations above used 503,686,206 shares of Common Stock outstanding as of September 30, 2000, as certified by Immunex in the most recent quarterly notice to Parent as required under the Governance Agreement. Item 4 is hereby amended by adding the following language: On October 19, 2000, Immunex filed a prospectus supplement to commence an underwritten public equity offering (the "Offering") of 60 million shares of Common Stock under the S-3 shelf registration statement filed on August 9, 2000 with the Securities and Exchange Commission. The Offering will include 20 million shares of newly issued Common Stock in a primary offering and 40 million shares of Common Stock in a secondary offering by Parent, with Parent granting the underwriters an option to purchase up to an additional 9 million shares of Common Stock to cover over-allotments, if any. 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: October 20, 2000 AMERICAN HOME PRODUCTS CORPORATION By: /s/ John B. Adams John B. Adams Vice President- Corporate Development Attachment A to the Schedule 13D with regard to the executive officers and directors of each of American Home Products Corporation and MDP Holdings, Inc. is hereby amended and restated as follows: Attachment 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 ("Parent") 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 Parent. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to employment with Parent and each individual is a United States citizen. EXECUTIVE OFFICERS Position; Present Principal Occupation ------------------- -------------------------------------- John R. Stafford Chairman and Chief Executive Officer Robert Essner President and Chief Operating Officer Louis L. Hoynes, Jr. Executive Vice President and General Counsel Kenneth J. Martin Senior Vice President and Chief Financial Officer Robert I. Levy Senior Vice President-Science and Technology William J. Murray Senior Vice President David M. Olivier Senior Vice President Paul J. 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) Richard L. Carrion Chairman, President and Chief 209 Munoz Rivera Avenue Executive Officer, Banco Popular Hato Rey, PR 00918 de Puerto Rico (banking) 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, Chairman and Professor, M.D., Ph.D. Department of Gynecology & Stanford University Obstetrics, Stanford University School of Medicine School of Medicine 300 Pasteur Drive Stanford, CA 94305 Ivan G. Seidenberg President and Co-Chief Verizon Communications, Inc. Executive Officer, 1095 Avenue of the Verizon Communications Americas (telecommunications company) New York, New York 10036 Walter V. Shipley Retired Chairman of The Chase The Chase Manhattan Corporation Manhattan Corporation 270 Park Avenue (banking) New York, New York 10017 John R. Stafford Listed above John R. Torell III Senior Managing Partner, Conifer Conifer Capital Group Capital Group 9 West 57th Street (financial advisory company) New York, New York 10019 Executive Officers and Directors of MDP Holdings, Inc. The names and titles of the executive officers and the names of the directors of MDP Holdings, Inc. ("MDP") 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 MDP. Unless otherwise indicated, each occupation set forth opposite an individuals name refers to American Home Products Corporation ("Parent") and each individual is a United States citizen. EXECUTIVE OFFICERS Position; Present Principal Occupation ------------------- -------------------------------------- John R. Stafford Chairman and President; listed above Robert Essner Senior Executive Vice President; listed above Kenneth J. Martin Executive Vice President; listed above William J. Livolsi Senior Vice President Thomas M. Nee Vice President; listed above Jack M. O'Connor Treasurer; Vice President and Treasurer Eileen M. Lach Secretary; Secretary DIRECTORS Position; Present Principal Occupation ------------ -------------------------------------- John R. Stafford Listed above Kenneth J. Martin Listed above William J. Livolsi Listed above David P. Fontello Vice President, Wilmington Trust Company Margaret Pulgini Assistant Vice President, Wilmington Trust Company