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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
CombiChem, Inc.
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(Name of Issuer)
Common Stock, $.001 par value
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(Title of Class of Securities)
20009P-10-3
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(CUSIP Number)
Donald P. McAviney, Esq.
E.I. du Pont de Nemours and Company
DuPont Pharma, Inc.
1007 Market Street
Wilmington, Delaware 19898
302-774-9564
Copies to:
Justin P. Klein, Esq.
Ballard Spahr Andrews & Ingersoll, LLP
1735 Market Street, 51st Floor
Philadelphia, Pennsylvania 19103
215-864-8606
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(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
November 12, 1999
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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 that is the subject of this Schedule 13D, and is filing this
schedule because of (S)(S)240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [_]
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CUSIP No. 20009P-10-3
1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
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 if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6) Citizenship or Place of Organization
Delaware
Number of (7) Sole Voting Power
Shares Bene- - 0 -
ficially (8) Shared Voting Power
Owned by See Item 5
Each Report- (9) Sole Dispositive Power
ing Person - 0 -
With (10) Shared Dispositive Power
See Item 5
11) Aggregate Amount Beneficially Owned by Each Reporting Person
See Item 5
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
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(See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11)
100%
14) Type of Reporting Person (See Instructions)
CO
CUSIP No. 20009P-10-3
1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
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 if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6) Citizenship or Place of Organization
Delaware
Number of (7) Sole Voting Power
Shares Bene- - 0 -
ficially (8) Shared Voting Power
Owned by See Item 5
Each Report- (9) Sole Dispositive Power
3
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ing Person - 0 -
With (10) Shared Dispositive Power
See Item 5
11) Aggregate Amount Beneficially Owned by Each Reporting Person
See Item 5
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11)
100%
14) Type of Reporting Person (See Instructions)
CO
This Amendment No. 2 to Schedule 13D (which constitutes the Final
Amendment) amends and supplements the Schedule 13D originally filed on October
15, 1999, as amended and supplemented by Amendment No. 1 filed on November 9,
1999 (the "Schedule 13D") relating to a tender offer by DPC Newco, Inc.
("Offeror"), a Delaware corporation and a 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 ("Parent"), a Delaware corporation, to
purchase all of the outstanding shares (the "Shares") of common stock, par value
$.001 per share (the "Common Stock") of CombiChem, Inc. (the "Company"), a
Delaware corporation, at $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
Purchaser, 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") and the subsequent merger (the
"Merger") of Offeror with and into the Company upon the terms and subject to the
conditions set forth in the Agreement and Plan of Merger, dated as of October 5,
1999, by and among Parent, Offeror and the Company (the "Merger Agreement").
ITEM 4. PURPOSE OF TRANSACTION.
(See Item 5)
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ITEM 5. INTEREST IN SECURITIES OF ISSUER.
Item 4 and Items 5(a)-(c) are hereby amended and supplemented by the
addition of the following information:
On November 12, 1999, pursuant to the terms and conditions of the Merger
Agreement, Offeror was merged with and into the Company such that the Company
became a wholly owned subsidiary of Purchaser. By virtue of the Merger, each
Share (other than Shares held by the Company or Parent or any of their
respective subsidiaries and other than Shares held by stockholders, if any, who
perfect their appraisal rights under the Delaware General Corporation Law) was
converted into the right to receive $6.75 in cash, without interest thereon.
Each share of the common stock, par value $1.00 per share, of Offeror was, by
virtue of the Merger, converted into one share of Common Stock of the Company.
As a result of the Merger, Purchaser now beneficially owns 100% of the
outstanding shares of Common Stock of the Company.
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SIGNATURES
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: November 22, 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
