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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. 1)
Cadus Pharmaceutical Corporation
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
127639102
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(CUSIP Number)
Bristol-Myers Squibb Company
345 Park Avenue
New York, NY 10154
(212) 546-4000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 31, 1998
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(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box: [ ]
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Page 2 of 10
SCHEDULE 13D
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CUSIP No. 127639102
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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BRISTOL-MYERS SQUIBB COMPANY
I.R.S. Employer Identification Number 22-0790350
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
2,061,673
SHARES -----------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 0
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OWNED BY 9 SOLE DISPOSITIVE POWER
2,061,673
EACH -----------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON 0
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,061,673
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11)
15.77%
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14 TYPE OF REPORTING PERSON
CO
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CUSIP No. 127639102 Page 3 of 10
Item 1. Security and Issuer.
The class of equity securities to which this Statement relates is
the Common Stock, par value $0.01 per share (the "Common Stock"), of Cadus
Pharmaceutical Corporation, a Delaware corporation (the "Issuer"), which has its
principal executive offices at 777 Old Saw Mill River Road, Tarrytown, NY
10591-6705.
Item 2. Identity and Background.
This Amendment is being filed by Bristol-Myers Squibb Company, a
Delaware corporation (the "Company"). The Company conducts its principal
business and maintains its principal office at 345 Park Avenue, New York, NY
10154. The Company is a diversified, worldwide health and personal care company
whose principal businesses are pharmaceuticals, consumer products, nutritionals
and medical devices.
The name, business address, present principal occupation or
employment and citizenship of each executive officer and director of the Company
is set forth on Schedule A which is incorporated herein by reference.
During the past five years, neither the Company nor, to the best
knowledge of the Company, any of its executive officers or directors (i) has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and, as a result of such
proceeding, was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
In July 1994, the Issuer and the Company entered into a research
collaboration, whereby the Company agreed to make an initial equity investment
of $12,500,000 in the Issuer's Series B Preferred Stock. The Company made an
additional equity investment of $5,000,000 in the Issuer's Series B Preferred
Stock in September 1995 upon the Issuer achieving a research milestone. Both
equity investments came out of the working capital of the Company.
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CUSIP No. 127639102 Page 4 of 10
On July 17, 1996, the Issuer completed an initial public offering
of its Common Stock with a per share offering price of $7.00. The Company made
an additional equity investment of $2,500,000, acquiring 355,000 shares of
Common Stock. The purchase price for this investment came out of the working
capital of the Company.
This Amendment is being filed with the Commission in order to
disclose a decrease in the percentage of the Company's ownership due to a change
in the aggregate number of securities outstanding. As of December 31, 1998, the
number of shares outstanding of Issuer's Common Stock is 13,068,940. The Company
is the beneficial owner of 2,061,673 shares of Common Stock of the Issuer or
approximately 15.77% of the Common Stock of the Issuer currently outstanding.
Item 4. Purpose of Transaction.
The Company acquired the Common Stock of the Issuer for the
purpose of making an investment in the Issuer and not with the view to, or for
resale in connection with, any distribution thereof. The Company has no present
intention of selling, granting any participation in, or otherwise distributing
the Common Stock. The Company does not have any contract, undertaking, agreement
or arrangement with any person to sell, transfer, or grant participations to
such person or to any third person, with respect to any of the Common Stock.
Item 5. Interest in Securities of the Issuer.
To the best knowledge of the Company, the Company is the
beneficial owner of 2,061,673 shares of Common Stock of the Issuer or
approximately 15.77% of the Common Stock of the Issuer currently outstanding.
The Company has the sole power to vote and dispose of all the shares of the
Common Stock of the Issuer which it owns.
Except as set forth in this Item 5 and on Schedule B attached
hereto which is incorporated herein by reference, neither the Company nor, to
the best knowledge of the Company, any of its officers or directors owns any
shares of Common Stock.
Except as set forth in Item 3 and on Schedule B attached hereto
which is incorporated herein by reference, neither the Company nor, to the best
knowledge of the Company, any of its executive officers or directors has
effected any transaction in shares of Common Stock during the past sixty (60)
days.
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CUSIP No. 127639102 Page 5 of 10
Item 6. Contracts, Arrangements, Understanding or Relationships With Respect
to Securities of the Issuer.
The Preferred Stock Purchase Agreement, together with First
Amendment thereto, filed as an exhibit hereto are incorporated herein by
reference. Except as set forth in the Agreement, neither the Company nor, to
the best knowledge of the Company, any of its officers or directors have
entered into any contracts, arrangements, understandings or relationships
(legal or otherwise) with respect to the Common Stock of the Issuer.
Item 7. Material to be Filed as Exhibits.
Preferred Stock Purchase Agreement dated as of July 26, 1994
between Issuer and the Company concerning Series B Preferred Stock, together
with the First Amendment thereto dated as of October 31, 1995 (incorporated
herein by reference Exhibit No. 10.8# to Registration Statement No. 333-4441 on
Form S-1).
SIGNATURE
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After reasonable 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.
Dated: 2/10/99 BRISTOL-MYERS SQUIBB COMPANY
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By:/s/ TERESITA RODRIGUEZ
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CUSIP No. 127639102 Page 6 of 10
SCHEDULE A
The following information sets forth the name, citizenship,
business address and present principal occupation of each of the directors and
executive officers of the Company. Each of the directors and executive officers
of the Company is a citizen of the United States. Each of the Company's
executive officer's business address is 345 Park Avenue, New York, New York
10154, unless otherwise indicated.
<TABLE>
<CAPTION>
Name and Business Address Present Principal Occupation
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<S> <C>
Directors of Bristol-Myers Squibb Company
Charles A. Heimbold, Jr. Chairman and Chief Executive
Bristol-Myers Squibb Company Officer
345 Park Avenue
New York, New York 10154
Robert E. Allen Retired Chairman and Chief
AT&T Corp. Executive Officer
101 JFK Parkway
Room 1D403
Short Hills, New Jersey 07078
Lewis B. Campbell Chairman, President and Chief
Textron Inc. Executive Officer
40 Westminister Street
Providence, RI 02903-2596
Vance D. Coffman Chairman and Chief Executive
Lockheed Martin Corporation Officer
6801 Rockledge Drive
Bethseda, MD 20817
Ellen V. Futter President
American Museum of Natural History
Central Park West at 79th Street
New York, New York 10024
Louis V. Gerstner, Jr. Chairman and Chief Executive
IBM Corporation Officer
Old Orchard Road
Armonk, New York 10504
</TABLE>
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CUSIP No. 127639102 Page 7 of 10
<TABLE>
<CAPTION>
Name and Business Address Present Principal Occupation
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<S> <C>
Laurie H. Glimcher, M.D. Professor of Medicine and
Harvard Medical School and Immunology
Harvard School of Public Health
Department of Immunology and Infectious Diseases
651 Huntington Avenue, FXB-2
Boston, MA 02115
Leif Johansson Chairman and Chief Executive
AB Volvo Officer
SE-40508
Goteborg, Sweden
James D. Robinson III Chairman and Chief Executive
RRE Investors, LLC Officer
126 East 56th Street, 22nd Floor
New York, New York 10022
Louis W. Sullivan, M.D. President
Morehouse School of Medicine
720 Westview Drive, S.W.
Atlanta, Georgia 30310-1495
Kenneth E. Weg Executive Vice President
Bristol-Myers Squibb Company
Office of the Chairman
Route 206 & Provinceline Road
Princeton, New Jersey 08540
Officers of Bristol-Myers Squibb Company
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Charles A. Heimbold, Jr. Chairman and Chief Executive
Officer
Hamed M. Abdou, Ph.D. President, Technical
Operations Worldwide
Medicines Group
Harrison M. Bains, Jr. Treasurer and Vice President
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CUSIP No. 127639102 Page 8 of 10
<TABLE>
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Name Present Principal Occupation
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<S> <C>
Alice C. Brennan Secretary and Vice President
Peter R. Dolan Senior Vice President
Strategy and Organizational
Effectiveness
Donald J. Hayden, Jr. President, Worldwide
Medicines Group
George P. Kooluris Senior Vice President,
Corporate Development
Richard J. Lane President, U.S. Medicines and
Global Marketing
John L. McGoldrick Senior Vice President and
General Counsel, President,
Medical Devices Group
Michael F. Mee Senior Vice President and
Chief Financial Officer
Christine A. Poon President, International
Medicines
Peter S. Ringrose, Ph.D. President, Pharmaceutical
Research Institute
Stephen I. Sadove Senior Vice President and
President, Worldwide Beauty
Care and Nutritionals
Frederick S. Schiff Vice President, Financial
Operations, and Controller
John L. Skule Senior Vice President,
Corporate and Environmental
Affairs
Charles G. Tharp, Ph.D. Senior Vice President, Human
Resources
</TABLE>
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CUSIP No. 127639102 Page 9 of 10
SCHEDULE B
Shares of Common Stock Owned
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None.
Transactions in Shares of Common Stock
during the Last 60 Days
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None.
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CUSIP No. 127639102 Page 10 of 10
EXHIBIT INDEX
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<CAPTION>
Exhibit
Number Document
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<S> <C>
1 Preferred Stock Purchase Agreement dated as of July 26, 1994
between Cadus Pharmaceutical Corporation and Bristol-Myers Squibb
Company, together with the First Amendment thereto dated as of
October 31, 1995 (incorporated herein by reference to Exhibit No.
10.8# to Registration Statement No. 333-4441 on Form S-1).
</TABLE>
