8-K/A 1 d8ka.txt AMENDMENT NO. 1 TO FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------- AMENDMENT NO. 1 TO CURRENT REPORT Form 8-K/A Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 1, 2002 ---------------------------- Date of Report (Date of earliest event reported) IMMUNEX CORPORATION ------------------------------------------------------------------ (Exact Name of Registrant as Specified in Charter) Washington 0-12406 51-0346580 ---------------------------- --------------------- ------------------------- (State or Other Jurisdiction (Commission File No.) (IRS Employer of Incorporation) Identification No.) 51 University Street, Seattle, Washington 98101 ------------------------------------------------------------------ (Address of principal executive offices, including Zip Code) (206) 587-0430 ------------------------------------------------------------------ (Registrant's telephone number, including area code) Item 2. Acquisition or Disposition of Assets This Amendment No.1 to the Current Report on Form 8-K filed by Immunex on January 18, 2002 relates to the purchase by Immunex from AHP Subsidiary Holding Corporation, or Holdings, of all of the outstanding shares of Greenwich Holdings Inc., or Greenwich, an indirect wholly owned subsidiary of American Home Products Corporation, or AHP. Immunex purchased the outstanding shares of Greenwich pursuant to a Purchase Agreement, dated November 6, 2001, among Immunex, AHP, and Holdings, further described in, and filed as an exhibit to, the Current Report on Form 8-K filed by Immunex on November 13, 2001. On December 21, 2001 Immunex, AHP and Holdings entered into Amendment No. 1 to Purchase Agreement that is further described in, and filed as an exhibit to, the Current Report on Form 8-K filed by Immunex on January 18, 2002. The purpose of this amendment is to provide the unaudited pro forma financial information required by Item 7(b) of Form 8-K, which financial information was excluded from the original filing in reliance upon Item 7(b)(2) of Form 8-K. For a copy of the Purchase Agreement, Amendment No. 1 to Purchase Agreement and additional information regarding the acquisition of Greenwich, please refer to the initial filing of this Current Report on 8-K. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of Business Acquired Not applicable. (b) Pro Forma Financial Information Unaudited Pro Forma Condensed Combining Financial Statements. Notes to Unaudited Pro Forma Condensed Combining Financial Statements. 2 (b) Unaudited Pro Forma Financial Information. UNAUDITED PRO FORMA CONDENSED COMBINING FINANCIAL STATEMENTS The following unaudited pro forma condensed combining balance sheet as of December 31, 2001 has been prepared to illustrate the effect of the acquisition of Greenwich's net assets as though the acquisition had occurred on December 31, 2001. The pro forma information is based on the historical consolidated financial statements of Immunex and the historical financial statements of Greenwich, giving effect to the acquisition under the historical cost method of accounting and the assumptions, estimates and adjustments described in the notes to the unaudited pro forma condensed combining financial statements. You should read these unaudited pro forma condensed combining financial statements and accompanying notes in conjunction with the historical consolidated financial statements of Immunex and the related notes and other financial information pertaining to Immunex, including the information set forth under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in the Immunex annual report on Form 10-K for the year ended December 31, 2001. The assumptions, estimates and adjustments have been made solely for the purpose of developing such pro forma information. During the year ended December 31, 2001, Greenwich's primary operating activity consisted of the retrofitting of a commercial biopharmaceutical manufacturing facility. All costs incurred during 2001 by Greenwich were recorded as construction in progress, raw materials inventory, or other assets. For the purposes of presenting the pro forma condensed combining statement of income, we assumed that if Immunex and Greenwich had been combined as of January 1, 2001, the costs of the acquisition and the costs of retrofitting the facility would have been financed through the issuance of debt. The issuance of debt would have resulted in interest expense, which would have been capitalized as construction in progress. Further, there was no depreciation or other commercial activity that would have generated revenues or expenses. Accordingly, the historical Immunex statement of income for the year ended December 31, 2001 also reflects the pro forma condensed combining statement of income. All financial data used to develop the Immunex and Greenwich unaudited pro forma condensed combining balance sheet is unaudited. However, in the opinion of our management and Greenwich management, the unaudited pro forma condensed combining balance sheet reflects all adjustments necessary for a fair presentation. The unaudited pro forma condensed combining financial statements are presented for illustrative purposes only and are not necessarily indicative of the consolidated financial position that would have been reported had the acquisition of Greenwich's net assets occurred on the date indicated, nor do they represent a forecast of the consolidated financial position at any future date or for any future period. 3 Pro Forma Condensed Combining Balance Sheet as of December 31, 2001 (In thousands) (Unaudited)
Pro Forma Pro Forma Immunex Greenwich Adjustments Combined ------- --------- ----------- -------- Assets Current assets: Cash and cash equivalents $ 198,777 2 $ - $ 198,779 Short-term investments 659,037 - 192,778 (1) 851,815 Accounts receivable - trade, net 85,005 - - 85,005 Accounts receivable - AHP 11,462 - - 11,462 Other receivables 25,382 - - 25,382 Inventories 34,440 21,534 - 55,974 Prepaid expenses and other current assets 23,118 849 - 23,967 ------------ ------------- ------------- ------------- Total current assets 1,037,221 22,385 192,778 1,252,384 Property, plant and equipment, net 200,429 487,570 4,286 (2) 692,285 Restricted cash and investments 765,000 - - 765,000 Deposit to AHP on Rhode Island facility 192,778 - (192,778)(3) - Property held for future development 45,565 - - 45,565 Investments 31,950 - - 31,950 Intangible product rights and other, net 22,365 - - 22,365 ------------ ------------- ------------- ------------- Total assets $2,295,308 $509,955 $ 4,286 $2,809,549 ============ ============= ============= ============= Liabilities and Shareholders' Equity Current liabilities: Accounts payable $ 106,967 $ 14,142 $ - $ 121,109 Accounts payable - AHP 84,345 - - 84,345 Accrued compensation and related items 31,778 297 - 32,075 Current portion of long-term obligations 31 - - 31 Other current liabilities 7,743 - - 7,743 ------------ ------------- ------------- ------------- Total current liabilities 230,864 14,439 - 245,303 Long-term obligations 764 - 499,802 (1) 500,566 Shareholders' equity: Common stock and additional paid-in capital 2,153,184 495,516 (495,516)(4) 2,153,184 Accumulated other comprehensive income 25,372 - - 25,372 Accumulated deficit (114,876) - - (114,876) ------------ ------------- ------------- ------------- Total shareholders' equity 2,063,680 495,516 (495,516) 2,063,680 ------------ ------------- ------------- ------------- Total liabilities and shareholders' equity $2,295,308 $509,955 $ 4,286 $2,809,549 ============ ============= ============= =============
4 NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINING FINANCIAL STATEMENTS Note 1 - Basis of Presentation Since 2000, we have been collaborating with AHP on the construction of a commercial biopharmaceutical manufacturing facility in West Greenwich, Rhode Island that is owned by Greenwich. Greenwich was formerly a wholly-owned subsidiary of AHP. In November 2001, we entered into an agreement with AHP and Holdings to acquire all of the outstanding shares of Greenwich on January 1, 2002. As part of the agreement, we made a $192.8 million deposit toward the purchase price in the fourth quarter of 2001. We made an additional payment totaling $279.9 million following the closing of the purchase on January 1, 2002. On February 28, 2002 we made a payment totaling $27.1 million for final costs incurred by AHP in December 2001. The purchase of the Rhode Island manufacturing facility was funded from our existing cash and investments. For purposes of the presentation of the pro forma condensed combining financial statements we have assumed that the purchase was funded through the issuance of long-term debt. Note 2 - Pro Forma Adjustments Pro Forma Condensed Combining Balance Sheet 1) To reflect assumed borrowings to finance the costs of the Greenwich manufacturing facility and related assets. 2) To record payments made directly to AHP for costs incurred by AHP and not previously charged to Greenwich. 3) To apply the deposit to AHP on the Greenwich manufacturing facility to Property, plant and equipment, net. 4) To eliminate historical shareholders' equity accounts of Greenwich. 5 (c) Exhibits Exhibit Number Description ----- ----------- 10.1 Purchase Agreement, dated November 6, 2001, by and among American (A) Home Products Corporation, AHP Subsidiary Holding Corporation and Immunex Corporation. 10.2 Amendment No. 1 to Purchase Agreement, dated December 21, 2001, by (B) and among American Home Products Corporation, AHP Subsidiary Holding Corporation and Immunex Corporation. 99.1 Immunex press release dated November 7, 2001. (A) (A) Incorporated by reference to the Current Report on Form 8-K filed by Immunex on November 13, 2001. (B) Incorporated by reference to the Current Report on Form 8-K filed by Immunex on January 18, 2002. 6 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned hereunto duly authorized. IMMUNEX CORPORATION Dated: March 8, 2002 By: /s/ Barry G. Pea --------------------------------- Name: Barry G. Pea Executive Vice President, General Counsel and Secretary 7 Exhibits Exhibit Number Description ----- ----------- 10.1 Purchase Agreement, dated November 6, 2001, by and among American (A) Home Products Corporation, AHP Subsidiary Holding Corporation and Immunex Corporation. 10.2 Amendment No. 1 to Purchase Agreement, dated December 21, 2001, by (B) and among American Home Products Corporation, AHP Subsidiary Holding Corporation and Immunex Corporation. 99.1 Immunex press release dated November 7, 2001. (A) (A) Incorporated by reference the Current Report on Form 8-K filed by Immunex on November 13, 2001. (B) Incorporated by reference to the Current Report on Form 8-K filed by Immunex on January 18, 2002. 8