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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 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. 2 TO SCHEDULE 14D-9
This Amendment No. 2 to Schedule 14D-9 amends and supplements the Schedule
14D-9 initially filed with the Securities and Exchange Commission on August 21,
2000 by PathoGenesis Corporation (the "Company") and amended by Amendment No. 1
to Schedule 14D-9 filed with the Securities and Exchange Commission on August
31, 2000 (as amended, the "Schedule 14D-9"), relating to a tender offer
commenced by Picard Acquisition Corp., a Delaware corporation and wholly owned
subsidiary of Chiron Corporation, a Delaware corporation, on August 21, 2000 to
purchase all of the outstanding shares of common stock, par value $0.001 per
share, of the Company.
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)(8) Question and Answer Communications distributed to Company employees on
August 23, 2000 relating to the Company's Employee Stock Purchase
Plan and 401K Plan and to Employee Stock Options.
(a)(9) Election Form relating to Company stock options distributed to holders
of Company stock options and accompanying memoranda dated September 7,
2000.
(a)(10) Question and Answer Communication dated September 11, 2000 distributed
to Company employees.
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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: September 13, 2000
