-----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, NC33oYM69jtaLA6dqoYqagSIWcVwC4nRKTwzgIZjQ3UO1W0knIq2SSGBKMNM1QpW WkD7urYj20bnREnZxIapZw== 0000005187-95-000018.txt : 19951103 0000005187-95-000018.hdr.sgml : 19951103 ACCESSION NUMBER: 0000005187-95-000018 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19951102 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: 95586606 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. 1) 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 2, 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 ("AC Acquisition"), is hereby amended by this Amendment, dated November 2, 1995, to report the event which occurred on November 1, 1995 and 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. The entire statement on Schedule 13D is hereby amended by deleting all references to AC Acquisition, which has been merged with and into American Cyanamid Company ("ACY") pursuant to the Agreement and Plan of Merger, dated August 17, 1994, as amended, among Parent, AC Acquisition Corp. and ACY, and no longer has separate existence. Attachment A of the Original Statement is hereby amended by deleting it in its entirety and substituting it with Attachment A hereto. Item 3 is hereby amended to add the following language after the second paragraph. The Permitted Acquisition Transaction defined in Item 4 hereof will require the expenditure of approximately $266 million, which is expected to come from the working capital of Parent. Item 4 is hereby amended by deleting the entire item and substituting the following paragraph. 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. On November 1, 1995, Parent delivered a letter to Mr. Edward V. Fritzky, Chairman and Chief Executive Officer of Immunex, in which Parent notified the Board of Directors of Immunex that Parent had determined to propose to Immunex and its stockholders a transaction to be structured as a "Permitted Acquisition Transaction" (within the meaning of Section 1.01(q) of the Amended and Restated Governance Agreement dated as of December 15, 1992 among American Cyanamid Company, Lederle Oncology Corporation and Immunex Corporation) pursuant to which Parent would acquire the shares of Immunex it does not already own and the stockholders of Immunex (other than Parent and its subsidiaries) would receive $14.50 in cash for each share of Common Stock or an aggregate consideration of more than $266 million. A copy of the letter is attached hereto as Exhibit IV and incorporated by reference herein. Item 7 is amended as follows to add the following language at the end of item 7 in the Original Statement. Exhibit IV Letter to Mr. Edward V. Fritzky, Chairman and Chief Executive Officer of Immunex Corporation, dated November 1, 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 2, 1995 AMERICAN HOME PRODUCTS CORPORATION By: /s/ Robert G. Blount Robert G. Blount Senior Executive Vice President Attachment A Executive Officer 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 Parent and each individual as a United States citizen. EXECUTIVE OFFICERS POSITION; PRESENT PRINCIPAL OCCUPATION - ------------------ -------------------------------------- John R. Stafford Chairman, President and Chief Executive Officer Robert C. Blount Senior Executive Vice President Fred Hassan Executive Vice President Stanley F. Barshay Senior Vice President Joseph J. Carr Senior Vice President Louis L. Hoynes, Jr. Senior Vice President and General Counsel William J. Murray Senior Vice President John R. Considine Vice President - Finance Paul J. Jones Vice President and Comptroller Rene R. Lewin Vice President - Human Resources E. Thomas Corcoran Vice President Thomas M. Nee Vice President - Taxes David Lilley Vice President (British Citizen) 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) K. Roald Bergethon Educational Consultant Robert G. Blount (as described above) John W. Culligan Retired November 1988; former Chairman of the Board and Chief Executive Officer of AHP (from 1981 to 1986) Robin Chandler Duke National Chair, Population Action International 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 Edwin A. Gee Former Chairman and Chief Executive Officer, International Paper Company Fred Hassan (as described above) John P. Mascotte Chairman and CEO of The Continental Corporation Mary Lake Polan, M.D. Department Chairman and Professor, Stanford University School of Medicine Robert W. Sarnoff Director/Consultant John R. Stafford (as described 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 William Wrigley President, Chief Executive Officer and Wm. Wrigley, Jr. Company member of the Board, Wm. Wrigley Jr. 410 North Michigan Avenue Company (international manufacturer of Chicago, Illinois 60611 chewing gum products) Exhibit Index ------------- Exhibit IV Letter to Mr. Edward V. Fritzky, Chairman and Chief Executive Officer of Immunex Corporation, dated November 1, 1995. EX-4 2 LETTER TO IMMUNEX CHAIRMAN [On American Home Products Corporation Executive Committee Letterhead] November 1, 1995 Mr. Edward V. Fritzky Chairman and Chief Executive Officer Immunex Corporation 51 University Street Seattle, Washington 98101 Dear Mr. Fritzky: Reference is made to the Amended and Restated Governance Agreement dated as of December 15, 1992 (the "Governance Agreement") among American Cyanamid Company, Lederle Oncology Corporation and Immunex Corporation (the "Company") and the Agreement dated September 23, 1994 between the Company and American Home Products Corporation ("AHP"). We are writing to notify the Board of Directors of the Company that today AHP has determined to propose to the Company and its stockholders a transaction to be structured as a "Permitted Acquisition Transaction" (within the meaning of Section 1.01(q) of the Governance Agreement) pursuant to which AHP would acquire the shares of the Company it does not already own and the stockholders of the Company (other than AHP and its subsidiaries) would receive $14.50 in cash for each share of common stock or an aggregate of more than $263 million. We believe that this proposal would present an attractive opportunity for your public stockholders to realize a price which represents a 13.7% premium over the current market price of the Company's common stock. We have been advised by our financial advisor that this price is at a level which both your financial advisor and stockholders should support. It is our understanding that you may be considering granting employee options imminently. Under the circumstances, it would appear to be inappropriate for the Board of Directors to take this action at this time. We intend to discuss thoroughly with you the appropriate treatment of the Company's management and employees in the transaction and thereafter. While our proposal contemplates a merger of the Company with a direct or indirect subsidiary of AHP, we would like to discuss with you the issues relating to the precise structure of the proposed transaction. Our proposal is subject, among other things, to the negotiation and execution of mutually acceptable definitive merger and other agreements containing provisions customary for transactions of this type. In addition, our proposed transaction would be subject to satisfaction of the requirements of a "Permitted Acquisition Transaction" set forth in the Governance Agreement, including the approval of at least a majority of the Company's minority stockholders, approval of two-thirds of the members of the Company's Board of Directors (other than AHP designees) -- including at least two independent directors, and the receipt by the Board of Directors of a fairness opinion from an independent investment banking firm. These requirements will ensure that the interests of the Company's minority stockholders are fully protected in our proposed transaction. In considering this proposal, Immunex should be aware that AHP is not interested in selling its majority position in the Company. We hope that we can proceed together promptly to allow the Company's public stockholders to realize value for their shares to an extent not likely to be available to them in the marketplace. As you know, AHP has a Schedule 13D on file with the Securities and Exchange Commission relating to its ownership of the common stock of the Company. We have been advised by our counsel that, as a result of our proposal of a "Permitted Acquisition Transaction", we are required by law promptly to disclose this letter in an amendment to such Schedule 13D and to make certain related disclosures in such amendment. We look forward to discussing the foregoing with you soon. Sincerely, /s/ Robert G. Blount Robert G. Blount Senior Executive Vice President cc: J.J. Carr K.L. Cramer R.A. Essner S. Gillis R. Jackson M. L. Kranda J.E. Lyons E.W. Martin -----END PRIVACY-ENHANCED MESSAGE-----