<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1/A
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)
and
SCHEDULE 13D/A
PURSUANT TO SECTION 13(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
COMBICHEM, INC.
(NAME OF SUBJECT COMPANY)
E.I. DU PONT DE NEMOURS AND COMPANY
DUPONT PHARMA, INC.
DPC NEWCO, INC.
(BIDDERS)
COMMON STOCK, $.001 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
20009P-10-3
(CUSIP NUMBER OF COMMON STOCK)
DONALD P. MCAVINEY, ESQ.
E.I. DU PONT DE NEMOURS AND COMPANY
DUPONT PHARMA, INC.
DPC NEWCO, INC.
1007 MARKET STREET
WILMINGTON, DELAWARE 19898
(302) 774-9564
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
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COPIES TO:
JUSTIN P. KLEIN, ESQ.
BALLARD SPAHR ANDREWS & INGERSOLL, LLP
1735 MARKET STREET, 51ST FLOOR
PHILADELPHIA, PENNSYLVANIA
(215) 864-8606
------------------------
CALCULATION OF FILING FEE
=======================================================================
TRANSACTION VALUATION* AMOUNT OF FILING FEE
---------------------------------------------------------------------------
$101,374,106 $20,274
=======================================================================
* FOR PURPOSES OF CALCULATING FEE ONLY. THIS AMOUNT IS BASED ON A PER SHARE
OFFERING PRICE OF $6.75 FOR 13,489,604 SHARES OF COMMON STOCK OUTSTANDING
AS OF SEPTEMBER 27, 1999, PLUS THE NUMBER OF SHARES ASSUMED ISSUABLE
PURSUANT TO EXERCISE OF OUTSTANDING OPTIONS AND WARRANTS TO PURCHASE SHARES
OF COMMON STOCK. THE AMOUNT OF THE FILING FEE, CALCULATED IN ACCORDANCE
WITH RULE 0-11 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
EQUALS 1/50 OF ONE PERCENT OF THE AGGREGATE OF THE CASH OFFERED BY THE
BIDDERS.
[x] CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE 0-11(a)(2)
AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS PREVIOUSLY PAID.
IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER, OR THE FORM
OR SCHEDULE AND THE DATE OF ITS FILING.
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<S> <C>
AMOUNT PREVIOUSLY PAID: $20,274
FORM OR REGISTRATION NO.: Schedule 14D-1
FILING PARTY: E.I. du Pont de Nemours and Company,
DuPont Pharma, Inc. and DPC Newco, Inc.
DATE FILED: October 12, 1999
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
E.I. DU PONT DE NEMOURS AND COMPANY
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |_|
(b) |_|
3. SEC USE ONLY
4. SOURCE OF FUNDS (See Instructions)
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(e) or 2(f) |_|
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,183,891
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES (See
Instructions) |_|
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
97.4%
10. TYPE OF REPORTING PERSON (See Instructions)
CO
3
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DUPONT PHARMA, INC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |_|
(b) |_|
3. SEC USE ONLY
4. SOURCE OF FUNDS (See Instructions)
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(e) or 2(f) |_|
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,183,891
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES (See
Instructions) |_|
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
97.4%
10. TYPE OF REPORTING PERSON (See Instructions)
CO
4
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DPC NEWCO, INC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |_|
(b) |_|
3. SEC USE ONLY
4. SOURCE OF FUNDS (See Instructions)
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(e) or 2(f) |_|
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,183,891
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES (See
Instructions) |_|
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
97.4%
10. TYPE OF REPORTING PERSON (See Instructions)
CO
5
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This Amendment No. 4 amends the Tender Offer Statement on Schedule 14D-1
initially filed on October 12, 1999, as amended by Amendment No. 1 filed on
October 22, 1999, Amendment No. 2 filed on October 29, 1999 and Amendment No. 3
filed on November 4, 1999 (as amended, the "Schedule 14D-1"), relating to a
tender offer by DPC Newco, Inc. ("Offeror"), a Delaware corporation and a direct
wholly owned subsidiary of DuPont Pharma, Inc. ("Purchaser"), a Delaware
corporation and a wholly owned subsidiary of E.I. du Pont de Nemours and
Company, a Delaware corporation ("Parent"), to purchase all outstanding shares
(the "Shares") of Common Stock, par value $.001 per share (the "Common Stock"),
of CombiChem, Inc., a Delaware corporation (the "Company"), at a purchase 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 in the related Letter of Transmittal
(which, together with any amendments or supplements thereto, collectively
constitute the "Offer"), copies of which were filed as Exhibits (a)(1) and
(a)(2) to the Schedule 14D-1, respectively. Unless otherwise indicated herein,
each capitalized term used but not defined herein shall have the meaning given
to such term in the Schedule 14D-1 or in the Offer to Purchase. This Amendment
constitutes the final amendment to the Schedule 14D-1 pursuant to General
Instruction D to Schedule 14D-1. This Amendment also amends the Schedule 13D of
Parent, Purchaser and Offeror initially filed on October 15, 1999.
The Offer expired at 12:00 midnight, New York City time, on Monday,
November 8, 1999. According to the information provided by the Depositary,
prior to the expiration of the Offer, a total of 13,183,891 Shares had been
tendered and not withdrawn pursuant to the Offer (including 427,492 Shares
tendered pursuant to the procedure for guaranteed delivery and Shares tendered
pursuant to the Shareholders Agreement), which constitute approximately 97.4% of
the outstanding Shares (approximately 89.7% on a fully diluted basis). On
November 9, 1999, Offeror, by notice to the Depositary, accepted for payment all
Shares validly tendered and not withdrawn prior to the expiration of the Offer
at price of $6.75 per share.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
The information set forth in Items 6(a) and 6(b) of the Schedule 14D-1 is hereby
amended and supplemented as follows:
As of November 9, 1999, Offeror has acquired pursuant to the Offer
beneficial ownership of 13,183,891 Shares in the aggregate (including
427,492 Shares tendered pursuant to the procedure for guaranteed delivery and
Shares tendered pursuant to the Shareholders Agreement), which constitute
approximately 97.4% of the outstanding Shares (approximately 89.7% on a fully
diluted basis). As a result, Offeror beneficially owns, and Parent and
Purchaser may be deemed to beneficially own, Shares as set forth on the cover
pages of this amendment and incorporated herein by reference. A copy of the
press release, dated November 9, 1999, issued by Parent disclosing this
information is attached hereto as Exhibit (a)(9) and is incorporated herein by
reference.
6
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ITEM 10. ADDITIONAL INFORMATION.
The information set forth in Item 10(f) of the Schedule 14D-1 is hereby amended
and supplemented as follows:
In addition, reference is hereby made to the disclosure set forth under
Item 6 above.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(9) Press Release, dated November 9, 1999.
7
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SIGNATURES
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.
Dated: November 9, 1999
E.I. DU PONT DE NEMOURS AND COMPANY
By: /s/ Susan M. Stalnecker
--------------------------
Name: Susan M. Stalnecker
Title: Vice President and Treasurer
DUPONT PHARMA, INC.
By: /s/ Susan M. Stalnecker
--------------------------
Name: Susan M. Stalnecker
Title: President
DPC NEWCO, INC.
By: /s/ A. Lloyd Adams
-------------------------
Name: A. Lloyd Adams
Title: Vice President
8
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(a)(9) Press Release, dated November 9, 1999.
9
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Exhibit (a)(9)
Contact: Susan Gaffney
(302) 774-2698
DUPONT SUCCESSFULLY COMPLETES TENDER OFFER
FOR SHARES OF COMBICHEM, INC.
WILMINGTON, Del., Nov. 9--DuPont (NYSE: DD) today announced it has
successfully completed its tender offer for shares of common stock of CombiChem,
Inc. (NASDAQ: CCHM), acquiring approximately 97 percent of all outstanding
shares at $6.75 per share.
DuPont now owns enough shares of CombiChem to approve the merger without
any actions by any other stockholders. DuPont expects to finalize the
acquisition as soon as possible through a merger in which the remaining
stockholders of CombiChem will receive $6.75 per share in cash. The value of
the acquisition is estimated to be approximately $95 million.
Based in San Diego, CombiChem integrates proprietary computer modeling
technology with advanced chemistry expertise to discover potential new drug
compounds, as well as compounds that have applications in agriculture and
materials sciences. The company uses computer-based methods to shorten the time
of discovery, identify potential drug development problems early and point the
way to new compounds not previously considered.
Following completion of the acquisition, CombiChem will operate as part of
DuPont Pharmaceuticals Research Laboratories and will remain in California, a
center for biotechnology and computer technology development.
"With the tender offer finished, we can now turn our attention to
completing the acquisition and integrating CombiChem's sophisticated technology
and outstanding staff into our Pharmaceuticals business," said Kurt M. Landgraf,
DuPont executive vice president and chief
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operating officer. "This acquisition will contribute significantly to our
ability to discover and develop new medicines."
DuPont Pharmaceuticals is a worldwide business that focuses on research,
development and delivery of medicines to treat unmet medical needs in the fights
against HIV infection, cardiovascular disease, central nervous system disorders,
cancer, arthritis and related disorders. The business also is a leader in
medical imaging.
DuPont is a science company, delivering science-based solutions that make a
difference in people's lives in food and nutrition, health care, apparel, home
and construction, electronics and transportation. Founded in 1802, the company
operates in 65 countries and has 97,000 employees.
FORWARD-LOOKING STATEMENTS: This news release contains forward-looking
statements based on management's current expectations, estimates and
projections. All statements that address expectations or projections about the
future, including statements about the company's strategy for growth, product
development, market position, expected expenditures and financial results are
forward-looking statements. Some of the forward-looking statements may be
identified by words like "expects," "anticipates," "plans," "intends,"
"projects," "indicates," and similar expressions. These statements are not
guarantees of future performance and involve a number of risks, uncertainties
and assumptions. Many factors, including those discussed more fully elsewhere
in this release and in DuPont's filings with the Securities and Exchange
Commission, particularly its latest annual report on Form 10-K, as well as
others, could cause results to differ materially from those stated. These
factors include, but are not limited to, successful completion of the merger;
whether the merger will result in the discovery and development of new
medicines; changes in the laws, regulations, policies and economic conditions of
countries in which the company does business; competitive pressures; successful
integration of structural changes, including acquisitions, divestitures and
alliances; failure of the company or related third parties to become Year 2000
capable; research and development of new products, including regulatory approval
and market acceptance.
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11/9/99
