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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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PATHOGENESIS CORPORATION
(Name of Subject Company)
PATHOGENESIS CORPORATION
(Name of Person Filing Statement)
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COMMON STOCK, $0.001 PAR VALUE
(Title of Class of Securities)
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70321E 10 4
(CUSIP Number of Class of Securities)
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WILBUR H. GANTZ
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
PATHOGENESIS CORPORATION
201 ELLIOTT AVENUE WEST
SEATTLE, WASHINGTON 98119
(206) 467-8100
(Name, Address and Telephone Number of Person Authorized to Receive Notice and
Communications on Behalf of the Person Filing Statement)
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COPY TO:
DAVID M. SILK, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
(212) 403-1000
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[ ]CHECK THE BOX IF THE FILING RELATES SOLELY TO PRELIMINARY COMMUNICATIONS
MADE BEFORE THE COMMENCEMENT OF A TENDER OFFER.
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AMENDMENT NO.1 TO SCHEDULE 14D-9
This Amendment No. 1 to Schedule 14D-9 amends and supplements the Schedule
14D-9 (the "Schedule 14D-9") initially filed with the Securities and Exchange
Commission on August 21, 2000 by PathoGenesis Corporation (the "Company"),
relating to a tender offer commenced by Picard Acquisition Corp., a Delaware
corporation and wholly owned subsidiary of Chiron Corporation, a Delaware
corporation ("Chiron"), on August 21, 2000 to purchase all of the outstanding
shares of common stock, par value $0.001 per share, of the Company.
The information in the Schedule 14D-9 is hereby expressly incorporated
herein by reference, except as otherwise set forth below.
ITEM 8. ADDITIONAL INFORMATION.
Item 8 of the Schedule 14D-9 is hereby amended by deleting the sixth and
seventh paragraphs thereof (captioned "German Antitrust")and inserting the
following in place thereof:
The information set forth in the joint press release issued by Chiron
and the Company on August 31, 2000 included as Exhibit (a)(7) hereto
is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding
the following exhibit (filed herewith):
EXHIBIT DESCRIPTION
NO.
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(a)(7) Joint Press Release issued by Chiron and the Company on August 31,
2000.
2
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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.
PATHOGENESIS CORPORATION
By: /s/ Alan R. Meyer
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Name: Alan R. Meyer
Title: Executive Vice President and
Chief Financial Officer
Dated: August 31, 2000
