UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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 14, 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, as
amended in Amendment, No. 1 dated November 2, 1995 for the event which
occurred on November 1, 1995 ("Amendment No. 1") and Amendment No. 2, dated
November 3, 1995 is further amended by this Amendment No. 3, dated November
15, 1994 for the event which occurred on November 14, 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.
Item 4 is amended as follows to add the following language at the
end of Item 4 in the Original Statement as amended by Amendment No. 1 and
Amendment No. 2:
In a press release issued on November 14, 1995, Parent confirmed
receipt of the rejection by a special committee of the Immunex Board of
Directors of a transaction proposed by Parent pursuant to which Parent would
acquire all outstanding shares of Immunex not already owned by Parent for
$14.50 per share in cash. Parent also stated that it continues to believe
that the $14.50 per share offer was fair to the public shareholders of Immunex
and that Parent has not yet determined what, if any, further actions it may
take.
Item 7 is amended as follows to add the following language at the
end of Item 7 in the Original Statement as amended by Amendment No. 1 and
Amendment No. 2:
Exhibit V Press Release of American Home Products Corporation, dated
November 14, 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 15, 1995
AMERICAN HOME PRODUCTS CORPORATION
By: /s/ Robert G. Blount
Robert G. Blount
Senior Executive Vice President
<PAGE>
Exhibit Index
-------------
Exhibit V Press Release of American Home Products Corporation, dated
November 14, 1995.
Exhibit V
---------
FOR IMMEDIATE RELEASE
Investor Contact
Thomas C. Cavanagh
(201) 660-5706
AMERICAN HOME PRODUCTS CORPORATION
STATEMENT REGARDING IMMUNEX
MADISON, N.J., November 14, 1995 -- American Home
Products Corporation (NYSE:AHP) confirmed today that it
has been informed by Immunex Corporation (NASDAQ:IMNX),
a majority owned subsidiary of AHP, that a special
committee of the Immunex Board of Directors on November
13, 1995 voted unanimously to reject a transaction
proposed by AHP 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.
AHP stated that it is disappointed at the action of the
Immunex special committee and that it continues to
believe that the $14.50 per share offer was fair to the
public shareholders of Immunex. AHP has not yet
determined what, if any, further actions it may take.
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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