-----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, VVlsHzdGF+8kv+mMlauv94brHZIDrJ8/aNEw31fhdTyW8qzQjwcgaCvYm8gCzoEO ERmiuVJ2JLZ+kzgU6XVOOQ== 0000005187-95-000021.txt : 19951120 0000005187-95-000021.hdr.sgml : 19951120 ACCESSION NUMBER: 0000005187-95-000021 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19951115 SROS: NASD 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: 1934 Act SEC FILE NUMBER: 005-35229 FILM NUMBER: 95593765 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: 201-660-5000 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. 3) 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 (201) 660-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 14, 1995 (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-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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 21,513,752 (held by American Cyanamid Company ("ACY"), a subsidiary of Parent which includes 3,602,088 shares of Immunex common stock held by Lederle Parentals, Inc., a wholly owned subsidiary of ACY) 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER -0- 10. SHARED DISPOSITIVE POWER 21,513,752 (held by ACY, a subsidiary of Parent which includes 3,602,088 shares of Immunex common stock held by Lederle Parentals, Inc., a wholly owned subsidiary of ACY) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,513,752 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 54.2% (based on 39,601,699 shares outstanding as of August 8, 1995) 14. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! The Statement on Schedule 13D, dated December 1, 1994 (the "Original Statement"), for the event which occurred on November 21, 1994, filed by American Home Products Corporation, a Delaware corporation ("Parent"), and on behalf of AC Acquisition Corp., a Delaware corporation, as amended in Amendment, No. 1 dated November 2, 1995 for the event which occurred on November 1, 1995 ("Amendment No. 1") and Amendment No. 2, dated November 3, 1995 is further amended by this Amendment No. 3, dated November 15, 1994 for the event which occurred on November 14, 1995, 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"), which has its principal executive offices at 51 University Street, Seattle, WA 98101. Item 4 is amended as follows to add the following language at the end of Item 4 in the Original Statement as amended by Amendment No. 1 and Amendment No. 2: In a press release issued on November 14, 1995, Parent confirmed receipt of the rejection by a special committee of the Immunex Board of Directors of a transaction proposed by Parent pursuant to which Parent would acquire all outstanding shares of Immunex not already owned by Parent for $14.50 per share in cash. Parent also stated that it continues to believe that the $14.50 per share offer was fair to the public shareholders of Immunex and that Parent has not yet determined what, if any, further actions it may take. Item 7 is amended as follows to add the following language at the end of Item 7 in the Original Statement as amended by Amendment No. 1 and Amendment No. 2: Exhibit V Press Release of American Home Products Corporation, dated November 14, 1995. 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: November 15, 1995 AMERICAN HOME PRODUCTS CORPORATION By: /s/ Robert G. Blount Robert G. Blount Senior Executive Vice President Exhibit Index ------------- Exhibit V Press Release of American Home Products Corporation, dated November 14, 1995. EX-5 2 PRESS RELEASE Exhibit V --------- FOR IMMEDIATE RELEASE Investor Contact Thomas C. Cavanagh (201) 660-5706 AMERICAN HOME PRODUCTS CORPORATION STATEMENT REGARDING IMMUNEX MADISON, N.J., November 14, 1995 -- American Home Products Corporation (NYSE:AHP) confirmed today that it has been informed by Immunex Corporation (NASDAQ:IMNX), a majority owned subsidiary of AHP, that a special committee of the Immunex Board of Directors on November 13, 1995 voted unanimously to reject a transaction proposed by AHP pursuant to which AHP would acquire all of the outstanding shares of Immunex not already owned by AHP for $14.50 per share in cash. AHP stated that it is disappointed at the action of the Immunex special committee and that it continues to believe that the $14.50 per share offer was fair to the public shareholders of Immunex. AHP has not yet determined what, if any, further actions it may take. AHP is one of the world's largest research based pharmaceutical and health care products companies and is a leading developer, manufacturer and marketer of prescription drugs and over-the-counter medications. It is also a leader in vaccines, generic pharmaceuticals, biotechnology, agricultural products, animal health care, medical devices and food products. ###### -----END PRIVACY-ENHANCED MESSAGE-----