UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Immunex Corporation
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
45252810 2
(CUSIP Number)
LOUIS L. HOYNES, JR., ESQ.
Senior Vice President and General Counsel
American Home Products Corporation
5 Giralda Farms, Madison, N.J. 07940
(201) 660-5000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
November 1, 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).
<PAGE>
CUSIP No. 45252810 2
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
American Home Products Corporation ("Parent")
Tax I.D. 13-2526821
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) N/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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
21,513,752 (held by American Cyanamid Company ("ACY"), a subsidiary of
Parent which includes 3,602,088 shares of Immunex common stock held by
Lederle Parentals, Inc., a wholly owned subsidiary of ACY)
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
-0-
10. SHARED DISPOSITIVE POWER
21,513,752 (held by ACY, a subsidiary of Parent which includes 3,602,088
shares of Immunex common stock held by Lederle Parentals, Inc., a wholly
owned subsidiary of ACY)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,513,752
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.2% (based on 39,601,699 shares outstanding as of August 8, 1995)
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
The Statement on Schedule 13D, dated December 1, 1994 (the
"Original Statement"), for the event which occurred on November 21, 1994,
filed by American Home Products Corporation, a Delaware corporation
("Parent"), and on behalf of AC Acquisition Corp., a Delaware corporation, and
as amended in Amendment No. 1 dated November 2, 1995 for the event which
occurred on November 1, 1995 ("Amendment No. 1"), is hereby further amended by
this Amendment No. 2, dated November 3, 1995, to reflect certain changes in
the information previously filed relating to the outstanding Common Stock,
$.01 par value (the "Common Stock"), of Immunex Corporation, a Washington
corporation ("Immunex"), which has its principal executive offices at 51
University Street, Seattle, WA 98101.
The date set forth on the cover of Amendment No. 1 referring to the date
of the event which requires filing is hereby amended to read November 1, 1995,
as referred to in Amendment No. 1. In addition, Attachment A of the Original
Statement as amended by Amendment No. 1 is hereby further amended by deleting
it in its entirety and substituting it with Attachment A hereto.
Item 7 is amended as follows to add the following language at the
end of Item 7 in the Original Statement and as amended by Amendment No. 1.
Exhibit V Press Release of American Home Products Corporation, dated
November 2, 1995.
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 3, 1995
AMERICAN HOME PRODUCTS CORPORATION
By: /s/ Robert G. Blount
Robert G. Blount
Senior Executive Vice President
<PAGE>
Attachment A
Executive Officer and Directors of
American Home Products Corporation
----------------------------------
The names and titles of the executive officers and the names of
the directors of American Home Products Corporation ("Parent") and their
business addresses and principal occupations are set forth below. If no
address is given, the director's or executive officer's business address is
that of Parent. Unless otherwise indicated, each occupation set forth
opposite an individual's name refers to Parent and each individual is a United
States citizen.
EXECUTIVE OFFICERS POSITION; PRESENT PRINCIPAL OCCUPATION
- ------------------ --------------------------------------
John R. Stafford Chairman, President and Chief Executive
Officer
Robert C. Blount Senior Executive Vice President
Fred Hassan Executive Vice President
Stanley F. Barshay Senior Vice President
Joseph J. Carr Senior Vice President
Louis L. Hoynes, Jr. Senior Vice President and
General Counsel
William J. Murray Senior Vice President
John R. Considine Vice President - Finance
Paul J. Jones Vice President and Comptroller
Rene R. Lewin Vice President - Human Resources
E. Thomas Corcoran Vice President
Thomas M. Nee Vice President - Taxes
David Lilley Vice President (British Citizen)
DIRECTORS POSITION; PRESENT PRINCIPAL OCCUPATION
- --------- --------------------------------------
Clifford L. Alexander, Jr. President of Alexander & Associates,
400 C Street, NE Inc.(consulting firm specializing in
Washington, D.C. 20002 Workforce Inclusiveness)
Frank A. Bennack, Jr. President and Chief Executive Officer
The Hearst Corporation of The Hearst Corporation
959 Eighth Avenue (owns and operates communications
New York, New York 10019 media)
Robert G. Blount (as described above)
Robin Chandler Duke National Chair, Population
Action International
John D. Feerick Dean, Fordham University
Fordham University School of Law since 1982
School of Law
140 West 62nd Street
New York, New York 10023
Fred Hassan (as described above)
John P. Mascotte Retired (1995) Chairman and CEO of The
222 Purchase Street Continental Corporation
Suite 345
Rye, New York 10580
Mary Lake Polan, M.D.,Ph.D. Department Chairman and Professor,
Stanford University Stanford University School of Medicine
School of Medicine
300 Pasteur Drive
Stanford, California 94305
John R. Stafford (as described above)
John R. Torell III Chairman, Torell Management Inc.
Torell Management, Inc. (financial advisory company)
767 Fifth Avenue
46th Floor
New York, New York 10153
William Wrigley President, Chief Executive Officer and
Wm. Wrigley, Jr. Company member of the Board, Wm. Wrigley Jr.
410 North Michigan Avenue Company (international manufacturer of
Chicago, Illinois 60611 chewing gum products)
<PAGE>
Exhibit Index
-------------
Exhibit V Press Release of American Home Products Corporation, dated
November 2, 1995.
EXHIBIT V
[On American Home Products Corporation Letterhead]
FOR IMMEDIATE RELEASE
Investor Contact:
Thomas G. Cavanagh
(201) 660-5706
AMERICAN HOME PRODUCTS CORPORATION
PROPOSES ACQUISITION OF REMAINING SHARES OF IMMUNEX
Madison, N.J., November 2, 1995 -- American Home Products
Corporation (NYSE:AHP) announced today that it has delivered a
letter to the Board of Directors of Immunex Corporation
(NASDAQ:IMNX), a majority owned subsidiary of AHP, stating that
AHP has determined to propose a transaction pursuant to which AHP
would acquire all of the outstanding shares of Immunex not
already owned by AHP for $14.50 per share in cash, aggregating in
excess of $263 million.
AHP stated that the proposed transaction would be subject to
satisfaction of the requirements of a "Permitted Acquisition
Transaction" contemplated by its existing governance agreement
with Immunex. Such requirements include the approval of at least
a majority of Immunex's public stockholders, approval of 2/3 of
- - more -
<PAGE>
- 2 -
Immunex's directors (other than AHP's designees) -- including at
least two independent directors, and the receipt by the Board of
Directors of Immunex of a fairness opinion from an independent
investment banking firm.
In accordance with the federal securities laws, AHP has filed the
letter with the Securities and Exchange Commission in an amended
Schedule 13D.
Immunex is a biopharmaceutical company that discovers, develops,
manufactures and markets innovative products to treat cancer and
autoimmune disorders, and infectious diseases.
AHP is one of the world's largest research based pharmaceutical
and health care products companies and is a leading developer,
manufacturer and marketer of prescription drugs and over-the-
counter medications. It is also a leader in vaccines, generic
pharmaceuticals, biotechnology, agricultural products, animal
health care, medical devices and food products.
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