-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, q4w/pwk/Hubl04EteW0KwIunojPmw6eJ0b/U095HTmQIFMkngu38OCoY/EtCAan/ LIdd00rbkdmujLRMXK3g0g== 0000950109-94-000370.txt : 19940309 0000950109-94-000370.hdr.sgml : 19940309 ACCESSION NUMBER: 0000950109-94-000370 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19940307 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TOCOR II INC CENTRAL INDEX KEY: 0000881456 STANDARD INDUSTRIAL CLASSIFICATION: 2835 IRS NUMBER: 999999999 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 34 SEC FILE NUMBER: 005-43052 FILM NUMBER: 94514910 BUSINESS ADDRESS: STREET 1: TODMAN BLDG MAIN ST STREET 2: P O BOX 3140 ROAD TOWN CITY: TORTOLA BRITISH VIRG STATE: D8 BUSINESS PHONE: 8094942065 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CENTOCOR INC CENTRAL INDEX KEY: 0000708823 STANDARD INDUSTRIAL CLASSIFICATION: 2835 IRS NUMBER: 232117202 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 200 GREAT VALLEY PKWY CITY: MALVERN STATE: PA ZIP: 19355 BUSINESS PHONE: 2156516000 MAIL ADDRESS: STREET 1: 200 GREAT VALLEY PARKWAY CITY: MALVERN STATE: PA ZIP: 19355 SC 14D1/A 1 AMENDMENT NO.1 TO SCHEDULE 14D-1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- SCHEDULE 14D-1 (TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934) (AMENDMENT NO. 1) TOCOR II, INC. (NAME OF SUBJECT COMPANY) CENTOCOR, INC. (BIDDER) UNITS CONSISTING OF ONE SHARE OF CALLABLE COMMON STOCK OF TOCOR II, INC., ONE SERIES T WARRANT TO PURCHASE ONE SHARE OF CENTOCOR, INC. COMMON STOCK AND ONE CALLABLE WARRANT TO PURCHASE ONE SHARE OF CENTOCOR INC. COMMON STOCK (TITLES OF CLASS OF SECURITIES) 888909-20-7 (CUSIP NUMBER OF CLASS OF SECURITIES) GEORGE D. HOBBS, ESQ. CENTOCOR, INC. 200 GREAT VALLEY PARKWAY MALVERN, PENNSYLVANIA 19355 (215) 651-6000 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER) COPY TO: RICHARD D. SPIZZIRRI DAVIS POLK & WARDWELL 450 LEXINGTON AVENUE NEW YORK, NY 10017 (212) 450-4000 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This Statement amends and supplements the Tender Offer Statement on Schedule 14D-1 filed with the Securities and Exchange Commission by Centocor, Inc., a Pennsylvania corporation ("Centocor"), and relates to an exchange offer (the "Exchange Offer") to purchase all of the 2,250,000 outstanding Units, each Unit consisting of one share of Callable Common Stock of Tocor II, Inc., par value $1.00 per share, one Series T Warrant to Purchase One Share of Centocor, Inc. Common Stock, par value $.01 per share, and one Callable Warrant to Purchase One Share of Centocor, Inc. Common Stock, par value $.01 per share, for $40 per Unit, subject to certain adjustments described in the Prospectus dated February 2, 1994 (the "Prospectus"), payable in shares of Centocor, Inc. Common Stock, par value $.01 per share (including the associated Rights (as defined in the Prospectus)). As of the date of this Statement amending and supplementing Centocor's Tender Offer Statement on Schedule 14D-1, 25,050 Units had been tendered by Holders in relation to the Exchange Offer. ITEM 10. ADDITIONAL INFORMATION. (f) Centocor publicly announced on March 1, 1994 that the prognosis for Chairman Hubert J. P. Schoemaker, following recent, successful surgery to remove a brain tumor, is promising. Dr. Schoemaker continues to function as Chairman of the Board of Centocor. In connection with that announcement, on March 3, 1994 Centocor filed with the Securities and Exchange Commission a Supplement to the Prospectus and extended the expiration date of the Exchange Offer until 5:00 P.M., New York City time, on March 11, 1994. On March 3, 1994 Centocor publicly announced the extension of the expiration date of the Exchange Offer until 5:00 P.M., New York City time, on March 11, 1994. On March 4, 1994 Centocor issued a second press release relating to the extension of the expiration date of the Exchange Offer until 5:00 P.M. New York City time, on March 11, 1994. The March 4, 1994 press release stated that as of March 4, 1994, 25,050 Units had been tendered by Holders in relation to the Exchange Offer. The Supplement to the Prospectus and Centocor's March 1, 1994, March 3, 1994 and March 4, 1994 press releases are attached as Exhibits (a)(7), (a)(8), (a)(9) and (a)(10), respectively, hereto and are hereby incorporated herein by reference, and the foregoing summary description is qualified in its entirety by reference to such exhibits. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(1) --Prospectus dated February 2, 1994 used in connection with Registration Statement on Form S-4, Registration No. 33-51421, as filed with the Securities and Exchange Commission.* (a)(2) --Letter of Transmittal.* (a)(3) --Notice of Guaranteed Delivery.* (a)(4) --Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(5) --Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees to their Clients.* (a)(6) --Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* (c) --See (a)(1) above.* (e) --See (a)(1) above.* (a)(7) --Supplement to Prospectus dated February 2, 1994. (a)(8) --Press release issued by Centocor, Inc. on March 1, 1994. (a)(9) --Press release issued by Centocor, Inc. on March 3, 1994. (a)(10) --Press release issued by Centocor, Inc. on March 4, 1994. * Previously filed. 1 SIGNATURE 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. Centocor, Inc. By: /s/ George D. Hobbs ---------------------------------- George D. Hobbs Vice President, Corporate Counsel and Secretary Dated: March 7, 1994 2 EXHIBIT INDEX
EXHIBIT SEQUENTIAL NO. DESCRIPTION PAGE NUMBER ------- ----------- ----------- (a)(1) --Prospectus dated February 2, 1994 used in connection with Registration Statement on Form S-4, Registration No. 33-51421, as filed with the Securities and Exchange Commission.* (a)(2) --Letter of Transmittal.* (a)(3) --Notice of Guaranteed Delivery.* (a)(4) --Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(5) --Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees to their Clients.* (a)(6) --Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* (a)(7) --Supplement to Prospectus dated February 2, 1994. (a)(8) --Press release issued by Centocor, Inc. on March 1, 1994. (a)(9) --Press release issued by Centocor, Inc. on March 3, 1994. (a)(10) --Press release issued by Centocor, Inc. on March 4, 1994.
- -------- * Previously filed. EX-20 2 PROSPECTUS SUPPLEMENT SUPPLEMENT TO PROSPECTUS DATED FEBRUARY 2, 1994 CENTOCOR, INC. EXCHANGE OFFER TO HOLDERS OF UNITS, EACH UNIT CONSISTING OF ONE SHARE OF CALLABLE COMMON STOCK OF TOCOR II, INC., ONE SERIES T WARRANT TO PURCHASE ONE SHARE OF CENTOCOR, INC. COMMON STOCK AND ONE CALLABLE WARRANT TO PURCHASE ONE SHARE OF CENTOCOR, INC. COMMON STOCK This Supplement (the "Supplement") supplements the Prospectus dated February 2, 1994 (the "Prospectus") relating to the Exchange Offer to Holders of Units, each Unit consisting of one share of Callable Common Stock of Tocor II, Inc., one Series T Warrant to Purchase One Share of Centocor, Inc. Common Stock and one Callable Warrant to Purchase One Share of Centocor, Inc. Common Stock. Unless otherwise defined herein, capitalized terms used herein have the same meanings as in the Prospectus. Except as set forth herein, the terms and conditions of the Exchange Offer remain as set forth in the Prospectus. Centocor, Inc. publicly announced on March 1, 1994 that the prognosis for Chairman Hubert J.P. Schoemaker, following recent, successful surgery to remove a brain tumor, is promising. Dr. Schoemaker continues to function as Chairman of the Board of Centocor. Annex A to this Supplement sets forth the related press release of Centocor, Inc. dated March 1, 1994. Centocor, Inc. has extended the Expiration Date to 5:00 p.m., New York City time, on March 11, 1994. Questions and requests for assistance or for additional copies of this Supplement may be directed to Centocor, Inc. at its address set forth on page 4 of the Prospectus or to D. F. King & Co., Inc. at its address set forth on the back cover of the Prospectus. Additional copies of this Supplement may also be obtained from brokers, dealers, commercial banks, trust companies and other nominees. Holders should continue to use the Letter of Transmittal that was provided with the Prospectus, notwithstanding that such Letter of Transmittal indicates that the Expiration Date is 5:00 p.m., New York City time, on March 4, 1994, unless the Offer is extended. To be properly tendered pursuant to the Exchange Offer, Units, together with a properly completed and executed Letter of Transmittal and any other documents required by the Letter of Transmittal, must be received by the Depositary at its address set forth below prior to the Expiration Date. The Depositary is: The First National Bank of Boston Blue Hills Office Park 150 Royall Street Canton, MA 02021 THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MARCH 11, 1994, UNLESS EXTENDED. THIS SUPPLEMENT IS DATED MARCH 2, 1994. EX-99.1 3 EXHIBIT 99.1 [LOGO OF CENTOCOR APPEARS HERE] News Release - -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE CONTACT: TIMOTHY P. COST (610) 889-4459 PROGNOSIS FOR CENTOCOR CHAIRMAN ENCOURAGING Malvern, PA March 1, 1994 -- Centocor, Inc. (NASDAQ:CNTO) today announced that the prognosis is promising for Centocor Chairman Hubert J. P. Schoemaker following recent surgery to remove a brain tumor. Following a routine physical examination on February 22, Dr. Schoemaker, 43, was diagnosed with a brain tumor, which was completely removed in successful surgery on February 24 at the University of Pennsylvania. "Following discussions with Hubert and his doctors, the outlook is very encouraging, and he expects to be back in the office very shortly," said David P. Holveck, Centocor chief executive officer and president. Dr. Schoemaker continues to function as Centocor Chairman of the Board. Centocor develops, manufactures, and markets diagnostic and therapeutic products for human health care. The company's products are based on monoclonal antibody technology and are primarily intended for use in the management of patients with infectious, cardiovascular and autoimmune diseases and cancer. ### EX-99.2 4 EXHIBIT 99.2 [LOGO OF CENTOCOR APPEARS HERE] NEWS RELEASE - -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE CONTACT: TIMOTHY P. COST 610-889-4459 CENTOCOR TO EXTEND TOCOR II OFFER Malvern, PA, March 3, 1994 -- Centocor, Inc. (NASDAQ:CNTO) announced today the extension of the expiration date for its offer to acquire all of the 2,250,000 outstanding Units of Tocor II, Inc. (NASDAQ:TOCRZ) for five business days from March 4, 1994 to 5:00 P.M., New York City time, on March 11, 1994. This extension resulted from the Company's filing of a Prospectus Supplement with the Securities and Exchange Commission regarding the health of Dr. Hubert J.P. Schoemaker, Chairman of both Centocor and Tocor II. The company also announced that, based on the closing prices of Centocor common stock for the 30-day trading period ended February 25, the exchange ratio for the offer shall be 3.2 shares of Centocor common stock for each tendered unit of Tocor II. Centocor develops, manufactures, and markets diagnostic and therapeutic products for human health care. The company's products are based on monoclonal antibody technology and are primarily intended for use in the management of patients with infectious, cardiovascular and autoimmune diseases and cancer. ### EX-99.3 5 EXHIBIT 99.3 [LOGO OF CENTOCOR APPEARS HERE] NEWS RELEASE - -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE CONTACT: TIMOTHY P. COST 610-889-4459 CENTOCOR RECEIVING TENDERED TOCOR II UNITS Malvern, PA, March 4, 1994 -- Centocor, Inc. (NASDAQ: CNTO) announced today that, in connection with its previous announcement that it has extended the expiration date of its offer to acquire all of the 2,250,000 outstanding Units of Tocor II until 5:00 P.M., New York City time on March 11, 1994, and in compliance with Securities and Exchange Commission regulations, it was reporting the number of Tocor II units tendered to date: 25,050 units. "While a number of large holders of Tocor II units have informed us of their intention to tender, it is entirely predictable that very few holders would have tendered by now -- that's consistent with this type of deal and the fact that we have extended the expiration date until March 11," said David P. Holveck, Centocor President and Chief Executive Officer. -----END PRIVACY-ENHANCED MESSAGE-----