-----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, E+4LtlpjBKUNuv3yHcGJbU7T0nHiTHZiKkMZASfWrYedL4hrPnlYTJlrNn05K+9j am6noefk/HM2UVzgrR22Yg== 0000005187-95-000019.txt : 19951106 0000005187-95-000019.hdr.sgml : 19951106 ACCESSION NUMBER: 0000005187-95-000019 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19951103 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: 95587083 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. 2) 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 1, 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, and as amended in Amendment No. 1 dated November 2, 1995 for the event which occurred on November 1, 1995 ("Amendment No. 1"), is hereby further amended by this Amendment No. 2, dated November 3, 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. The date set forth on the cover of Amendment No. 1 referring to the date of the event which requires filing is hereby amended to read November 1, 1995, as referred to in Amendment No. 1. In addition, Attachment A of the Original Statement as amended by Amendment No. 1 is hereby further amended by deleting it in its entirety and substituting it with Attachment A hereto. Item 7 is amended as follows to add the following language at the end of Item 7 in the Original Statement and as amended by Amendment No. 1. Exhibit V Press Release of American Home Products Corporation, dated November 2, 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 3, 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 is 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) Robert G. Blount (as described above) 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 Fred Hassan (as described above) John P. Mascotte Retired (1995) Chairman and CEO of The 222 Purchase Street Continental Corporation Suite 345 Rye, New York 10580 Mary Lake Polan, M.D.,Ph.D. Department Chairman and Professor, Stanford University Stanford University School of Medicine School of Medicine 300 Pasteur Drive Stanford, California 94305 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 V Press Release of American Home Products Corporation, dated November 2, 1995. EX-5 2 PRESS RELEASE EXHIBIT V [On American Home Products Corporation Letterhead] FOR IMMEDIATE RELEASE Investor Contact: Thomas G. Cavanagh (201) 660-5706 AMERICAN HOME PRODUCTS CORPORATION PROPOSES ACQUISITION OF REMAINING SHARES OF IMMUNEX Madison, N.J., November 2, 1995 -- American Home Products Corporation (NYSE:AHP) announced today that it has delivered a letter to the Board of Directors of Immunex Corporation (NASDAQ:IMNX), a majority owned subsidiary of AHP, stating that AHP has determined to propose a transaction 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, aggregating in excess of $263 million. AHP stated that the proposed transaction would be subject to satisfaction of the requirements of a "Permitted Acquisition Transaction" contemplated by its existing governance agreement with Immunex. Such requirements include the approval of at least a majority of Immunex's public stockholders, approval of 2/3 of - - more - - 2 - Immunex's directors (other than AHP's designees) -- including at least two independent directors, and the receipt by the Board of Directors of Immunex of a fairness opinion from an independent investment banking firm. In accordance with the federal securities laws, AHP has filed the letter with the Securities and Exchange Commission in an amended Schedule 13D. Immunex is a biopharmaceutical company that discovers, develops, manufactures and markets innovative products to treat cancer and autoimmune disorders, and infectious diseases. 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-----