<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
REGENERON PHARMACEUTICALS INC.
(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE
(Title of Class of Securities)
00075886F1
(CUSIP Number)
with a copy to:
George A. Vandeman, Esq. Gary Olson, Esq.
Senior Vice President, Latham & Watkins
General Counsel and Secretary 633 West Fifth Street
Amgen Inc. Suite 4000
Amgen Center Los Angeles, California 90071
1840 DeHavilland Drive (213) 485-1234
Thousand Oaks, CA 91320-1789
(805) 447-1000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 22, 1995
(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(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement. [ ] (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. SEE Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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SCHEDULE 13D
- ------------------------
CUSIP No. 00075886F1
- ------------------------
- -----------------------------------------------------------------------------
1 NAME OF PERSON
AMGEN INC.
- -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- -----------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- -----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(e)
- -----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- -----------------------------------------------------------------------------
7 SOLE VOTING POWER
1,083,766
----------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES N/A
BENEFICIALLY ----------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,083,766
PERSON WITH ----------------------------------------------------
10 SHARED DISPOSITIVE POWER
N/A
----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,083,766
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
N/A
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
- -----------------------------------------------------------------------------
14 TYPE OF PERSON REPORTING*
CO
- -----------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT
Page 2 of 8 Pages
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This Amendment No. 1 to Schedule 13D is being filed on behalf of Amgen
Inc., a Delaware corporation (the "Reporting Person"), to amend the Schedule
13D filed on July 26, 1995 (the "Schedule 13D") relating to the common stock,
$0.001 par value per share (the "Common Stock") of Regeneron Pharmaceuticals,
Inc. (the "Issuer"). Unless otherwise indicated, all capitalized terms used
herein but not defined herein shall have the meaning assigned to them in the
Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 to Schedule 13D is hereby amended and supplemented to add the
following information:
Pursuant to an agreement (the "Lock-Up Agreement"), dated as of
September 22, 1995, by and between the Reporting Person and Morgan Stanley &
Co. Incorporated and Smith Barney Inc., as representatives of the underwriters
in a proposed public offering (the "Public Offering") of approximately
3,000,000 shares of the Common Stock of the Issuer (the "Underwriters"), the
Reporting Person has agreed not to, without the prior written consent of Morgan
Stanley & Co. Incorporated, (1) directly or indirectly offer, pledge, sell,
contract to sell or purchase or otherwise transfer or dispose of any shares of
Common Stock or any securities convertible into or exercisable or exchangeable
for the Common Stock or (2) enter into any swap or other agreement that
transfers any economic consequence of ownership of the Common Stock, in each
case for a period beginning on September 22, 1995 (the date of the filing of a
registration statement relating to the Public Offering) and ending 90 days
after the date of the prospectus relating to the Public Offering. In addition,
the Lock-Up Agreement provides that, without such prior written consent, the
Reporting Person will not during such period make any demand for or exercise
any right with respect to the registration of any shares of Common Stock or any
security convertible into or exercisable or exchangeable for Common Stock.
Pursuant to its terms, the Lock-Up Agreement shall automatically terminate and
be of no further force and effect if the registration statement relating to the
Public Offering is not declared effective by the Securities and Exchange
Commission on or before November 15, 1995.
Page 3 of 8 Pages
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ITEM 6. CONTRACTS, AGREEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 to Schedule 13D is hereby amended and supplemented to add the
following information:
As described in Item 4, above, the Reporting Person has entered into the
Lock-Up Agreement with respect to the Common Stock.
Page 4 of 8 Pages
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 of Schedule 13D is hereby amended and supplemented to add the following
information:
7.2 Lock-Up Agreement, dated as of September 22, 1995, by and between the
Reporting Person, Morgan Stanley & Co. Incorporated and Smith Barney
Inc.
Page 5 of 8 Pages
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SIGNATURE
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.
AMGEN INC.
By: /s/ George A. Vandeman
--------------------------------------
Name: George A. Vandeman
Title: Senior Vice President, General
Counsel and Secretary
Dated: September 25, 1995
Page 6 of 8 Pages
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
7.2 Lock-Up Agreement, dated as of September 22, 1995 by and
between the Reporting Person, Morgan Stanley & Co. Incorporated
and Smith Barney Inc.
</TABLE>
Page 7 of 8 Pages
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EXHIBIT 7.2
September 22, 1995
Morgan Stanley & Co. Incorporated
Smith Barney Inc.
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Dear Sirs:
The undersigned understands that you, as Representatives of the several
Underwriters, propose to enter into an Underwriting Agreement with Regeneron
Pharmaceuticals, Inc., a New York corporation (the "Company"), providing for
the public offering (the "Public Offering") by the several Underwriters,
including yourselves, of approximately 3,000,000 shares (the "Shares") of the
common stock, par value $.001 per share, of the Company (the "Common Stock").
To induce the Underwriters to participate in the proposed Public
Offering of the Shares, and for other good and valuable consideration receipt
of which is hereby acknowledged, the undersigned hereby agrees that, without
the prior written consent of Morgan Stanley & Co. Incorporated on behalf of the
Underwriters, it will not, during the period beginning on the date a
registration statement relating to the Public Offering is filed with the
Securities and Exchange Commission and ending 90 days after the date of the
Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or
contract to purchase, purchase any option or contract to sell, grant any
option, right or warrant to purchase, or otherwise transfer or dispose of,
directly or indirectly, any shares of Common Stock or any securities
convertible into or exercisable or exchangeable for Common Stock (whether such
shares or any such securities are now owned by the undersigned or are hereafter
acquired), or (2) enter into any swap or other agreement that transfers, in
whole or in part, any of the economic consequences of ownership of the Common
Stock, whether any such transaction described in clause (1) or (2) above is to
be settled by delivery of Common Stock or such other securities, in cash or
otherwise. In addition, the undersigned agrees that, without the prior written
consent of Morgan Stanley & Co. Incorporated on behalf of the Underwriters, it
will not, during the period beginning on the date a registration statement
relating to the Public Offering is filed with the Securities and Exchange
Commission and ending 90 days after the date of the Prospectus, make any demand
for or exercise any right with respect to, the registration of any shares of
Common Stock or any security convertible into or exercisable or exchangeable
for Common Stock.
This agreement shall terminate and be of no further force and effect if
the registration statement relating to the Public Offering of the Shares is not
declared effective by the Securities and Exchange Commission on or before
November 15, 1995.
Very truly yours,
AMGEN INC.
By: /s/ George A. Vandeman
----------------------------------
Senior Vice President
General Counsel and Secretary
Page 8 of 8 Pages
