SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
November 22, 1995
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Rhone-Poulenc Rorer Inc.
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(Exact name of registrant as specified in its charter)
Pennsylvania 1-5851 23-1699163
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(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification No.)
500 Arcola Road, Collegeville, PA 19426
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (610)454-8000
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(Former name or former address, if changed since last report)
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Item 5. Other Events
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On November 22, 1995, Rhone-Poulenc Rorer Inc. ("RPR" or the
"Company") announced that the tender offer by its indirect wholly-
owned subsidiary, GCT Acquisition, Inc. ("GCT"), to purchase the
outstanding common shares of Applied Immune Sciences, Inc.
("AIS") not beneficially owned by RPR or any direct or indirect
subsidiary of RPR at $11.75 per share had expired upon the close
of business on November 21st. Including shares validly tendered
pursuant to guaranteed delivery procedures, GCT owned
approximately 98.5% of AIS's outstanding share capital as of the
expiration of the offer.
On November 28, 1995, RPR announced the completion of the merger
of GCT with and into AIS. As a result of the merger, AIS became
an indirect wholly-owned subsidiary of RPR and all remaining AIS
shareholders (other than RPR and its subsidiaries and affiliates)
are entitled to receive a cash price of $11.75 for each of their
shares.
Copies of the Company's November 22, 1995 and November 28, 1995
press releases are attached hereto as Exhibits 20(a) and 20(b),
respectively, and are incorporated herein by reference.
Item 7. Exhibits
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(c) Exhibit 20(a) - Rhone-Poulenc Rorer Inc. press release dated
November 22, 1995.
Exhibit 20(b) - Rhone-Poulenc Rorer Inc. press release dated
November 28, 1995.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
RHONE-POULENC RORER INC.
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(registrant)
Dated: December 6, 1995 By: /s/ Thomas F. Crawford
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Thomas F. Crawford
Vice President and
Corporate Controller
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EXHIBIT INDEX
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20(a) Rhone-Poulenc Rorer Inc. press release dated
November 22, 1995.
20(b) Rhone-Poulenc Rorer Inc. press release dated
November 28, 1995.
Exhibit 20(a)
FOR IMMEDIATE RELEASE
Becoming the Best
Contacts: Bob Pearson
(610) 454-3837
Noonan/Russo Communications
(212) 696-4455
Anthony J. Russo, Ph. D., ext. 202
Neil Cohen, ext. 205
RHONE-POULENC RORER INC. CONSUMMATES TENDER OFFER FOR
APPLIED IMMUNE SCIENCES, INC.
Collegeville, PA and New York, NY, November 22, 1995 --
Rhone-Poulenc Rorer Inc. (NYSE: RPR) announced today
that the tender offer for AIS shares at $11.75 per share
expired as scheduled at 5:00 p.m., Eastern Standard Time
(EST), on Tuesday, November 21, 1995. The offer by GCT
Acquisition, Inc., a Delaware corporation and an indirect
wholly-owned subsidiary of RPR, was for all of the
outstanding shares (together with the associated
preferred stock purchase rights) of common stock, par
value $.01 per share of Applied Immune Sciences, Inc., a
Delaware corporation (NASDAQ: AISX).
The Depositary for the Offer informed RPR that
7,060,315 shares (including shares tendered pursuant to
guaranteed delivery procedures), or 97.8% of the shares
not owned by RPR or its affiliates, were validly tendered
and not withdrawn. GCT has accepted all shares validly
tendered for purchase. After giving effect to the
purchase of such tendered shares, GCT will own 98.9%
(assuming the valid tender of shares tendered pursuant to
guaranteed delivery procedures) of the 13,534,262 shares
outstanding as of the expiration of the offer.
RPR also announced that GCT intends to merge with
and into AIS pursuant to the short-form merger provisions
of Section 253 of Delaware General Corporation Law. As a
result of the merger, AIS would become an indirect wholly-
owned subsidiary of RPR and all remaining AIS
shareholders (other than RPR and its subsidiaries and
affiliates) would be entitled to receive the same $11.75
cash price for each of their shares.
-more-
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AIS is a leader in cell therapy, which uses living
cell infusions to achieve a therapeutic effect in a
variety of diseases. At the heart of AIS' technology is
a patented device, the AIS CELLector, that isolates
specific populations of a patient's cells from blood or
bone marrow or tissue samples. The cells may then be
activated and numerically expanded prior to reinfusion
into the patient, where they exert their therapeutic
effects.
AIS' core competencies also include ex vivo gene
therapy, cell separation and expansion technologies and
vector research.
RPR Gencell is a division of RPR dedicated to cell
and gene therapy. By linking leading biotechnology
companies and research organizations worldwide with its
own internal capabilities, RPR Gencell hopes to
accelerate the development of effective therapies for
cancer, asthma, cardiovascular, and nervous system
diseases.
The core competencies of RPR Gencell and its 17
partners include gene discovery and sequencing, gene
expression, vectors for gene delivery, cell selection, ex
vivo cell expansion methods and clinical development.
Rhone-Poulenc Rorer Inc. (NYSE: RPR) is a global
pharmaceutical company dedicated to the discovery,
development, manufacture and marketing of human
pharmaceuticals. The company reported sales of $4.5
billion and invested more than $600 million in research
and development in 1994.
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Exhibit 20(b)
FOR IMMEDIATE RELEASE
Becoming the Best
Contacts: Bob Pearson
Rhone-Poulenc Rorer
(610) 454-3872
Guy Esnouf
Rhone-Poulenc Rorer
(610) 454-5048
RHONE-POULENC RORER INC. COMPLETES MERGER OF SUBSIDIARY INTO
APPLIED IMMUNE SCIENCES, INC.
Collegeville, PA, USA, November 28, 1995 -- Rhone-
Poulenc Rorer, Inc. (NYSE:RPR) announced today that is has
completed the merger of its indirect, wholly owned
subsidiary, GCT Acquisition, Inc. with and into Applied
Immune Sciences, Inc. (NASDAQ:AISX).
As a result of the merger, AIS is now an indirect,
wholly owned subsidiary of RPR, and all remaining
stockholders of AIS are entitled to receive $11.75 in cash
for their shares. The merger follows completion of a tender
offer by RPR for shares of Common Stock of AIS not then
owned by RPR or its subsidiaries, at the same $11.75 per
share price.
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