<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
SCHEDULE 14D-9
(AMENDMENT NO. 3)
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
__________
COMBICHEM, INC.
(NAME OF SUBJECT COMPANY)
__________
COMBICHEM, INC.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, $.001 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
20009P 10 3
(CUSIP NUMBER OF CLASS OF SECURITIES)
DR. VICENTE ANIDO, JR.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
COMBICHEM, INC.
9050 CAMINO SANTA FE
SAN DIEGO, CALIFORNIA 92121
(858) 530-0484
(NAME, ADDRESS, AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICE AND
COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT)
__________
COPIES TO:
FAYE H. RUSSELL, ESQ.
CAREY J. FOX, ESQ.
BROBECK, PHLEGER & HARRISON, LLP
550 WEST C STREET, SUITE 1300
SAN DIEGO, CALIFORNIA 92101
(619) 234-1966
JUSTIN P. KLEIN, ESQ.
BALLARD SPAHR ANDREWS & INGERSOLL LLP
1735 MARKET STREET
PHILADELPHIA, PENNSYLVANIA 19103
(215) 864-8606
<PAGE>
This Amendment No. 3 to the Solicitation/Recommendation Statement on
Schedule 14D-9 (the "Schedule 14D-9") relates to the tender offer of DPC Newco,
Inc., a Delaware corporation ("Offeror") and a wholly owned subsidiary of DuPont
Pharma, Inc., a Delaware corporation ("Purchaser") and an indirect wholly owned
subsidiary of E.I. du Pont de Nemours and Company, a Delaware corporation
("Parent") disclosed in a Tender Offer Statement on Schedule 14D-1, dated
October 12, 1999, as amended on October 22, 1999 and on October 29, 1999, to
purchase all of the outstanding shares (the "Shares") of Common Stock, $.001 par
value (the "Common Stock"), of CombiChem, Inc., a Delaware corporation (the
"Company"), at a price of $6.75 per Share, net to the seller in cash without
interest, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated October 12, 1999 (the "Offer to Purchase") and the related Letter
of Transmittal (which together shall constitute the "Offer"). The purpose of
this Amendment No. 3 is to amend and supplement Item 4 of the Schedule 14D-9 as
described below. Defined terms used herein and not previously defined have the
meanings given them in the Schedule 14D-9 previously filed.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
Item 4 is hereby amended and supplemented as set forth below. The text of
Item 4 as previously filed on October 12, 1999 and as amended on October 22,
1999 is incorporated herein by reference.
On November 1, 1999, counsel for the Company, its board of directors,
Parent, Offeror and Donaldson, Lufkin & Jenrette Securities Corporation, the
Company's investment advisor ("DLJ") (collectively, the "Defendants") entered
into an agreement in principle with counsel for Alfred Ivers, on behalf of
himself and all others similarly situated (the "Plaintiff") providing for the
settlement of the action (the "Settlement"). The terms and conditions of the
Settlement are set forth in a Memorandum of Understanding dated October 29, 1999
(the "MOU"), which is summarized below.
The MOU contemplates the execution by the Defendants and the Plaintiff of a
stipulation of settlement (the "Stipulation") and such other documentation as
may be required in order to obtain the final approval of the Superior Court of
the State of California, County of San Diego (the "Court") of the
Settlement and the dismissal of the action with prejudice (the "Settlement
Documents"). Under the MOU, the Stipulation is to expressly provide for, among
other things, (1) the certification as a class for settlement purposes of
persons who tendered Shares prior to the expiration of the Offer or held Shares
as of the expiration of the Offer (the "Class"), (2) the entry of a judgment of
dismissal of the action with prejudice as to all of the Defendants and (3) a
release and settlement of all claims against all of the Defendants and related
parties. The Stipulation is to further provide that the Defendants have denied
and continue to deny that they have committed or attempted to commit any
violations of law or breached any duty owed to the Company and/or its
stockholders or otherwise.
In the MOU, the Company and its board of directors acknowledge that
Amendment No. 2 to the Company's Schedule 14D-9 was mailed to the Company's
stockholders beginning on October 29, 1999 as a direct result of the prosecution
of the action and negotiations between counsel for the Company and its board of
directors and counsel for the Plaintiff. The MOU provides for the payment of
$450,000 to counsel for the Plaintiff for fees and expenses and further provides
that the Company may terminate the Settlement if Class members owning more than
10% of the Shares request exclusion from the Class.
The Settlement is subject to, among other things, the drafting and
execution of the Settlement Documents, the mailing of a notice of settlement to
potential Class members and the final approval of the Settlement and dismissal
of the action with prejudice by the Court.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: November 4, 1999 COMBICHEM, INC.
/s/ Dr. Vicente Anido, Jr.
---------------------------
Dr. Vicente Anido, Jr.
President & Chief Executive Officer
