-----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, Tn6gWbKagsC05pv+9I/1v1Jz/jwKm4c8f8Erpg5Lqhzca5ssv3It6I9m2x95MNIl ENr3r7OOJfum3dfpv8fJPg== 0000905148-97-000770.txt : 19970508 0000905148-97-000770.hdr.sgml : 19970508 ACCESSION NUMBER: 0000905148-97-000770 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970507 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IDEC PHARMACEUTICALS CORP / CA CENTRAL INDEX KEY: 0000875045 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 330112644 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42028 FILM NUMBER: 97597258 BUSINESS ADDRESS: STREET 1: 11011 TORREYANA ROAD CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6194580600 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ML VENTURE PARTNERS II LP CENTRAL INDEX KEY: 0000789538 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133324232 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: WORLD FINANCIAL CTR N TOWER STREET 2: 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281-1330 BUSINESS PHONE: 2124491000 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL WASHINGTON, D.C. 20549 ------------------------- OMB Number: 3235-0145 Expires: October 31, 1997 Estimated average burden hours per response..14.90 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* IDEC Pharmaceuticals Corporation (Name of Issuer) Common Stock (Title of Class Securities) 449370 10 5 (CUSIP Number) Dr. Robert E. Curry ML/MS Associates, L.P. 3000 Sand Hill Road Menlo Park, CA 94025 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 1, 1997 (Date of Event which Requires Filing of this Statement) *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 the disclosures provided in a prior cover page. The information required in 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). SCHEDULE 13D CUSIP NO. 449370 10 5 PAGE 2 OF 21 PAGES ------------ ------- --------
1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ML/MS Associates, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /x/ 3 SEC USE ONLY 4 SOURCE OF FUND* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) Not Applicable 6 CITIZENSHIP OR PLACE OF ORGANIZATION California
NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 372,048 shares of common stock EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON 10 SHARED DISPOSITIVE POWER WITH 372,048 shares of common stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 372,048 shares of common stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / Not Applicable 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.02% 14 TYPE OF REPORTING PERSON* PN
*SEE INSTRUCTION BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION SCHEDULE 13D CUSIP NO. 449370 10 5 PAGE 3 OF 21 PAGES -------------- ------- --------
1 NAME OF REPORTING PERSON S.S. or I.R.S IDENTIFICATION NO. OF ABOVE PERSON MLMS Cancer Research, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /x/ 3 SEC USE ONLY 4 SOURCE OF FUND* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) Not Applicable 6 CITIZENSHIP OR PLACE OF ORGANIZATION California
NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 372,048 shares of common stock EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON 10 SHARED DISPOSITIVE POWER WITH 372,048 shares of common stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 372,048 shares of common stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / Not Applicable 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.02% 14 TYPE OF REPORTING PERSON* CO
*SEE INSTRUCTION BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION SCHEDULE 13D CUSIP NO. 449370 10 5 PAGE 4 OF 21 PAGES -------------- ------- --------
1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ML Venture Partners II, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /x/ 3 SEC USE ONLY 4 SOURCE OF FUND* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) Not Applicable 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF 7 SOLE VOTING POWER SHARES 150,264 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 129,409 shares of common stock EACH 9 SOLE DISPOSITIVE POWER REPORTING 150,264 PERSON 10 SHARED DISPOSITIVE POWER WITH 129,409 shares of common stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 279,673 shares of common stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / Not Applicable 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.52% 14 TYPE OF REPORTING PERSON* PN
*SEE INSTRUCTION BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION SCHEDULE 13D CUSIP NO. 449370 10 5 PAGE 5 OF 21 PAGES -------------- ------- --------
1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MLVPII Co., L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /x/ 3 SEC USE ONLY 4 SOURCE OF FUND* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) Not Applicable 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York
NUMBER OF 7 SOLE VOTING POWER SHARES 150,264 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 129,409 shares of common stock EACH 9 SOLE DISPOSITIVE POWER REPORTING 150,264 PERSON 10 SHARED DISPOSITIVE POWER WITH 129,409 shares of common stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 279,673 shares of common stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / Not Applicable 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.52% 14 TYPE OF REPORTING PERSON* PN
*SEE INSTRUCTION BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION SCHEDULE 13D CUSIP NO. 449370 10 5 PAGE 6 OF 21 PAGES -------------- ------- --------
1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Merrill Lynch Venture Capital Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /x/ 3 SEC USE ONLY 4 SOURCE OF FUND* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) Not Applicable 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF 7 SOLE VOTING POWER SHARES 150,264 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 129,409 shares of common stock EACH 9 SOLE DISPOSITIVE POWER REPORTING 150,264 PERSON 10 SHARED DISPOSITIVE POWER WITH 129,409 shares of common stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 279,673 shares of common stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / Not Applicable 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.52% 14 TYPE OF REPORTING PERSON* CO
*SEE INSTRUCTION BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION SCHEDULE 13D CUSIP NO. 449370 10 5 PAGE 7 OF 21 PAGES -------------- ------- --------
1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ML Technology Ventures, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /x/ 3 SEC USE ONLY 4 SOURCE OF FUND* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) Not Applicable 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF 7 SOLE VOTING POWER SHARES 157,779 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 135,880 shares of common stock EACH 9 SOLE DISPOSITIVE POWER REPORTING 157,779 PERSON 10 SHARED DISPOSITIVE POWER WITH 135,880 shares of common stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 293,659 shares of common stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / Not Applicable 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.59% 14 TYPE OF REPORTING PERSON* PN
*SEE INSTRUCTION BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION SCHEDULE 13D CUSIP NO. 449370 10 5 PAGE 8 OF 21 PAGES -------------- ------ --------
1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ML R&D Co., L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /x/ 3 SEC USE ONLY 4 SOURCE OF FUND* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) Not Applicable 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF 7 SOLE VOTING POWER SHARES 157,779 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 135,880 shares of common stock EACH 9 SOLE DISPOSITIVE POWER REPORTING 157,779 PERSON 10 SHARED DISPOSITIVE POWER WITH 135,880 shares of common stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 293,659 shares of common stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / Not Applicable 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.59% 14 TYPE OF REPORTING PERSON* PN
*SEE INSTRUCTION BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION SCHEDULE 13D CUSIP NO. 449370 10 5 PAGE 9 OF 21 PAGES -------------- ------- --------
1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Merrill Lynch R&D Management, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /x/ 3 SEC USE ONLY 4 SOURCE OF FUND* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) Not Applicable 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF 7 SOLE VOTING POWER SHARES 157,779 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 135,880 shares of common stock EACH 9 SOLE DISPOSITIVE POWER REPORTING 157,779 PERSON 10 SHARED DISPOSITIVE POWER WITH 135,880 shares of common stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 293,659 shares of common stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / Not Applicable 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.59% 14 TYPE OF REPORTING PERSON* CO
*SEE INSTRUCTION BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION SCHEDULE 13D CUSIP NO. 449370 10 5 PAGE 10 OF 21 PAGES -------------- -------- --------
1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Merrill Lynch KECALP L.P. 1987 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /x/ 3 SEC USE ONLY 4 SOURCE OF FUND* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) Not Applicable 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF 7 SOLE VOTING POWER SHARES 10,000 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 9,707 shares of common stock EACH 9 SOLE DISPOSITIVE POWER REPORTING 10,000 PERSON 10 SHARED DISPOSITIVE POWER WITH 9,707 shares of common stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,707 shares of common stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / Not Applicable 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.11% 14 TYPE OF REPORTING PERSON* PN
*SEE INSTRUCTION BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION SCHEDULE 13D CUSIP NO. 449370 10 5 PAGE 11 OF 21 PAGES -------------- -------- --------
1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON KECALP Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /x/ 3 SEC USE ONLY 4 SOURCE OF FUND* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) Not Applicable 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF 7 SOLE VOTING POWER SHARES 10,000 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 9,707 shares of common stock EACH 9 SOLE DISPOSITIVE POWER REPORTING 10,000 PERSON 10 SHARED DISPOSITIVE POWER WITH 9,707 shares of common stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,707 shares of common stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / Not Applicable 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.11% 14 TYPE OF REPORTING PERSON* CO
*SEE INSTRUCTION BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION SCHEDULE 13D CUSIP NO. 449370 10 5 PAGE 12 OF 21 PAGES -------------- -------- --------
1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Merrill Lynch & Co., Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /x/ 3 SEC USE ONLY 4 SOURCE OF FUND* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) Not Applicable 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 274,996 shares of common stock EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON 10 SHARED DISPOSITIVE POWER WITH 274,996 shares of common stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 274,996 shares of common stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / Not Applicable 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.49% 14 TYPE OF REPORTING PERSON* HC
*SEE INSTRUCTION BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION ITEM 1. SECURITY AND ISSUER. Title of Security: Common Stock, no par value. Issuer: IDEC Pharmaceuticals Corporation The address of the issuer's principal executive offices is 11011 Torreyana Road, San Diego, California 92121 ITEM 2. IDENTITY AND BACKGROUND. (a) ML/MS Associates, L.P. (the "Partnership"), is organized as a California limited partnership. The principal business of the Partnership is to enter into a series of contractual arrangements with IDEC Pharmaceuticals Corporation for the research, design, development and commercialization of monoclonal antibodies for the treatment of B-cell lymphomas and leukemias. The General Partner of the Partnership is MLMS Cancer Research Inc., a corporation organized and existing under the laws of the state of California. The stockholders of the General Partner include each of the Limited Partners referenced below. A list of the directors and executive officers of the General Partner is set forth as Schedule A hereto. There are four Limited Partners of the Partnership. The first Limited Partner of the Partnership is ML Venture Partners II, L.P., a business development company under the Investment Company Act of 1940, as amended (the "Investment Company Act") organized as a Delaware limited partnership. The Managing General Partner of ML Venture Partners II, L.P. is MLVPII Co., L.P., a New York limited partnership. The General Partner of MLVPII Co., L.P. is Merrill Lynch Venture Capital Inc., a Delaware corporation and an indirect, wholly-owned subsidiary of Merrill Lynch & Co., Inc. The second Limited Partner of the Partnership is ML Technology Ventures, L.P. which is organized as a Delaware limited partnership. The Managing General Partner of ML Technology Ventures, L.P. is ML R&D Co., L.P., a Delaware limited partnership. The General Partner of ML R&D Co., L.P. is Merrill Lynch R&D Management, Inc., a Delaware corporation and an indirect, wholly-owned subsidiary of Merrill Lynch & Co., Inc. The third Limited Partner of the Partnership is Merrill Lynch KECALP L.P. 1987, a closed-end investment company under the Investment Company Act organized as a Delaware limited partnership. The General Partner of Merrill Lynch KECALP L.P. 1987 is KECALP Inc., a Delaware corporation and an indirect, wholly-owned subsidiary of Merrill Lynch & Co., Inc. A list of the directors and executive officers of Merrill Lynch & Co., Inc. is set forth as Schedule B hereto. The fourth Limited Partner of the Partnership is Morgan Stanley Research Ventures, L.P. The General Partner of Morgan Stanley Research Ventures, L.P. is Morgan Stanley Ventures Management L.P. The General Partner of Morgan Stanley Ventures Management L.P. is Morgan Stanley Ventures, Inc. (b) The address of the Partnership's principal business and office is 3000 Sand Hill Road, Menlo Park, California 94025. (c) Not applicable. (d) The Partnership has not been convicted in a criminal proceeding during the last five years. (e) The Partnership has not been a party to a civil proceeding of a judicial or administrative body during the last five years. (f) Not applicable. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. In connection with a joint venture arrangement among ML/MS Associates, L.P. (the "Partnership") and IDEC Pharmaceuticals Corporation ("IDEC"), the Partnership contributed an aggregate of $11,500,000 toward the research, design, development, and commercialization of monoclonal antibodies for the treatment of B- cell lymphomas and leukemias. Pursuant to such joint venture, the Partnership was entitled to certain future royalties and other moneys attributable to products developed pursuant to the joint venture. On April 4, 1995, IDEC issued to the Partnership 1,000,000 shares of IDEC common stock and 69,375 shares of Class B preferred stock of IDEC, in consideration for the Partnership's rights to such future royalties and other moneys from the joint arrangement. The source of funds for the Partnership's initial contribution to the joint venture was the working capital of the Partnership. ITEM 4. PURPOSE OF TRANSACTION. The purpose of the Partnership in acquiring the Shares of IDEC Pharmaceuticals Corporation ("IDEC") is to obtain more liquidity through acquiring such shares in exchange for the Partnership's interest in the joint venture arrangement referred to in Item 3. At the present time, the Partnership has no plans or proposals which relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D; however, the Partnership reserves the right to change its plans or intentions at any time and to take any and all actions that it deems appropriate to maximize the value of its investment, including among other things, from time to time increasing or decreasing the number of Shares by acquiring additional shares, or by disposing of all or a portion of the Shares through open market or privately negotiated transactions. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Amount of Common Stock of IDEC Pharmaceuticals Corporation Beneficially Owned ------------------ ML/MS Associates, L.P.: 372,048 Shares of Common Stock MLMS Cancer Research Inc.: 372,048 Shares of Common Stock ML Venture Partners II, L.P.: 279,673 Shares of Common Stock MLVPII Co., L.P.: 279,673 Shares of Common Stock Merrill Lynch Venture Capital Inc.: 279,673 Shares of Common Stock ML Technology Ventures, L.P.: 293,659 Shares of Common Stock ML R&D Co., L.P.: 293,659 Shares of Common Stock Merrill Lynch R&D Management, Inc.: 293,659 Shares of Common Stock Merrill Lynch KECALP L.P. 1987: 19,707 Shares of Common Stock KECALP Inc.: 19,707 Shares of Common Stock Merrill Lynch & Co., Inc.: 274,996 Shares of Common Stock Percent of Class ---------------- ML/MS Associates, L.P.: 2.02% MLMS Cancer Research Inc.: 2.02% ML Venture Partners II, L.P.: 1.52% MLVPII Co., L.P.: 1.52% Merrill Lynch Venture Capital Inc.: 1.52% ML Technology Ventures, L.P.: 1.59% ML R&D Co., L.P.: 1.59% Merrill Lynch R&D Management, Inc.: 1.59% Merrill Lynch KECALP L.P. 1987: 0.11% KECALP Inc.: 0.11% Merrill Lynch & Co., Inc.: 1.49% (b) Number of Shares as to which such person has (i) sole power to vote or to direct the vote: ML/MS Associates, L.P.: 0 MLMS Cancer Research Inc.: 0 ML Venture Partners II, L.P.: 150,264 MLVPII Co., L.P.: 150,264 Merrill Lynch Venture Capital Inc.: 150,264 ML Technology Ventures, L.P.: 157,779 ML R&D Co., L.P.: 157,779 Merrill Lynch R&D Management, Inc.: 157,779 Merrill Lynch KECALP L.P. 1987: 10,000 KECALP Inc.: 10,000 Merrill Lynch & Co., Inc.: 0 (ii) shared power to vote or direct the vote: ML/MS Associates, L.P.: 372,048 Shares of Common Stock MLMS Cancer Research Inc.: 372,048 Shares of Common Stock ML Venture Partners II, L.P.: 129,409 Shares of Common Stock MLVPII Co., L.P.: 129,409 Shares of Common Stock Merrill Lynch Venture Capital Inc.: 129,409 Shares of Common Stock ML Technology Ventures, L.P.: 135,880 Shares of Common Stock ML R&D Co., L.P.: 135,880 Shares of Common Stock Merrill Lynch R&D Management, Inc.: 135,880 Shares of Common Stock Merrill Lynch KECALP L.P. 1987: 9,707 Shares of Common Stock KECALP Inc.: 9,707 Shares of Common Stock Merrill Lynch & Co., Inc.: 274,996 Shares of Common Stock (iii) sole power to dispose of or direct the disposition of: ML/MS Associates, L.P.: 0 MLMS Cancer Research Inc.: 0 ML Venture Partners II, L.P.: 150,264 MLVPII Co., L.P.: 150,264 Merrill Lynch Venture Capital Inc.: 150,264 ML Technology Ventures, L.P.: 157,779 ML R&D Co., L.P.: 157,779 Merrill Lynch R&D Management, Inc.: 157,779 Merrill Lynch KECALP L.P. 1987: 10,000 KECALP Inc.: 10,000 Merrill Lynch & Co., Inc.: 0 (iv) shared power to dispose or to direct the disposition of: ML/MS Associates, L.P.: 372,048 Shares of Common Stock MLMS Cancer Research Inc.: 372,048 Shares of Common Stock ML Venture Partners II, L.P.: 129,409 Shares of Common Stock MLVPII Co., L.P.: 129,409 Shares of Common Stock Merrill Lynch Venture Capital Inc.: 129,409 Shares of Common Stock ML Technology Ventures, L.P.: 135,880 Shares of Common Stock ML R&D Co., L.P.: 135,880 Shares of Common Stock Merrill Lynch R&D Management, Inc.: 135,880 Shares of Common Stock Merrill Lynch KECALP L.P. 1987: 9,707 Shares of Common Stock KECALP Inc.: 9,707 Shares of Common Stock Merrill Lynch & Co., Inc.: 274,996 Shares of Common Stock (c) Not Applicable. (d) Not Applicable. (e) Not Applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. MLMS Cancer Research, Inc. is the General Partner (the "General Partner") of ML/MS Associates, L.P. (the "Partnership"). In accordance with Article 7 of the Limited Partnership Agreement of ML/MS Associates, L.P. (the "Agreement"), the General Partner shall have full and exclusive charge and control over the management, conduct and operation of the Partnership in all respects and in all matters. Pursuant to the Agreement, therefore, the General Partner has full control over the Partnership's investment in IDEC Pharmaceuticals Corporation. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. (a) Limited Partnership Agreement of ML/MS Associates, L.P., dated as of the 17th day of February, 1987./*/ (b) Power of Attorney on behalf of Merrill Lynch & Co., Inc., dated as of the 30th day of November, 1994./*/ - ------------------- /*/ Incorporated by reference to the initial filing of the Schedule 13D as filed with the United States Securities and Exchange Commission by reporting persons on or about May 3, 1995. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct. Date: ML/MS ASSOCIATES, L.P. By: MLMS CANCER RESEARCH INC. General Partner By: /s/ ROBERT F. AUFENANGER ------------------------------ MLMS CANCER RESEARCH, INC. By: /s/ ROBERT F. AUFENANGER ------------------------------ ML VENTURE PARTNERS II, L.P. By: MLVPII Co., L.P. Managing General Partner By: Merrill Lynch Venture Capital Inc. General Partner By: /s/ ROBERT F. AUFENANGER ------------------------------ MLVPII CO., L.P. By: Merrill Lynch Venture Capital Inc. General Partner By: /s/ ROBERT F. AUFENANGER ------------------------------ MERRILL LYNCH VENTURE CAPITAL INC. By: /s/ ROBERT F. AUFENANGER ------------------------------ ML TECHNOLOGY VENTURES, L.P. By: ML R&D Co., L.P. Managing General Partner By: Merrill Lynch R&D Management, Inc. General Partner By: /s/ ROBERT F. AUFENANGER ------------------------------ ML R&D CO., L.P. By: Merrill Lynch R&D Management, Inc. General Partner By: /s/ ROBERT F. AUFENANGER ------------------------------ MERRILL LYNCH R&D MANAGEMENT, INC. By: /s/ ROBERT F. AUFENANGER ------------------------------ MERRILL LYNCH KECALP L.P. 1987 By: KECALP Inc. General Partner By: /s/ ROBERT F. TULLY ------------------------------ KECALP INC. By: /s/ ROBERT F. TULLY ------------------------------ MERRILL LYNCH & CO., INC. By: /s/ MARCIA L. TU ------------------------------ SCHEDULE A MLMS CANCER RESEARCH, INC. Directors: - --------- Kevin K. Albert (Chairman) Scott Halsted Robert F. Aufenanger Officers: - -------- Kevin K. Albert Chief Executive Officer Scott Halsted President Robert F. Aufenanger Vice President SCHEDULE B MERRILL LYNCH & CO., INC. Directors: - --------- Herbert M. Allison, Jr. William O. Bourke Worley H. Clark Jill K. Conway Stephen L. Hammerman Earle H. Harbison, Jr. George B. Harvey William R. Hoover David H. Komansky Robert P. Luciano David K. Newbigging Aulana L. Peters John J. Phelan, Jr. John L. Steffens William L. Weiss Officers: - -------- David H. Komansky - Chairman of the Board & Chief Executive Officer Herbert M. Allison, Jr. - President and Chief Operating Officer Stephen L. Hammerman - Vice Chairman and General Counsel John L. Steffens - Vice Chairman Thomas W. Davis - Executive Vice President Barry S. Friedberg - Executive Vice President Edward L. Goldberg - Executive Vice President Jerome P. Kenney - Executive Vice President E. Stanley O'Neal - Executive Vice President Thomas H. Patrick - Executive Vice President Winthrop H. Smith, Jr. - Executive Vice President Arthur Zeikel - Executive Vice President Michael J. Castellano - Senior Vice President and Controller Paul W. Critchlow - Senior Vice President Theresa Lang - Senior Vice President and Treasurer Robert G. Murphy - Senior Vice President Patrick J. Walsh - Senior Vice President H. Allen White - Senior Vice President Joseph T. Willett - Senior Vice President and Chief Financial Officer Curtis C. Brown, Jr. - Vice President Keith L. Horn - Vice President Bruce E. Thompson, Jr. - Vice President Gregory T. Russo - Secretary Richard B. Alsop - Assistant Secretary Joan A. Clancy - Assistant Secretary Darryl W. Colletti - Assistant Secretary Lawrence M. Egan, Jr. - Assistant Secretary Margaret E. Nelson - Assistant Secretary Dauna R. Williams - Assistant Secretary -----END PRIVACY-ENHANCED MESSAGE-----