UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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 2, 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 ("AC
Acquisition"), is hereby amended by this Amendment, dated November 2, 1995, to
report the event which occurred on November 1, 1995 and 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 entire statement on Schedule 13D is hereby amended by deleting
all references to AC Acquisition, which has been merged with and into American
Cyanamid Company ("ACY") pursuant to the Agreement and Plan of Merger, dated
August 17, 1994, as amended, among Parent, AC Acquisition Corp. and ACY, and
no longer has separate existence. Attachment A of the Original Statement is
hereby amended by deleting it in its entirety and substituting it with
Attachment A hereto.
Item 3 is hereby amended to add the following language after the
second paragraph.
The Permitted Acquisition Transaction defined in Item 4 hereof
will require the expenditure of approximately $266 million, which is expected
to come from the working capital of Parent.
Item 4 is hereby amended by deleting the entire item and
substituting the following paragraph.
The Common Stock of Immunex beneficially owned by Parent was
indirectly acquired on November 21, 1994 as a result of the consummation of
the tender offer for ACY Common Stock. On November 1, 1995, Parent delivered
a letter to Mr. Edward V. Fritzky, Chairman and Chief Executive Officer of
Immunex, in which Parent notified the Board of Directors of Immunex that
Parent had determined to propose to Immunex and its stockholders a transaction
to be structured as a "Permitted Acquisition Transaction" (within the meaning
of Section 1.01(q) of the Amended and Restated Governance Agreement dated as
of December 15, 1992 among American Cyanamid Company, Lederle Oncology
Corporation and Immunex Corporation) pursuant to which Parent would acquire
the shares of Immunex it does not already own and the stockholders of Immunex
(other than Parent and its subsidiaries) would receive $14.50 in cash for each
share of Common Stock or an aggregate consideration of more than $266 million.
A copy of the letter is attached hereto as Exhibit IV and incorporated by
reference herein.
Item 7 is amended as follows to add the following language at the
end of item 7 in the Original Statement.
Exhibit IV Letter to Mr. Edward V. Fritzky, Chairman and Chief Executive
Officer of Immunex Corporation, dated November 1, 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 2, 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 as 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)
K. Roald Bergethon Educational Consultant
Robert G. Blount (as described above)
John W. Culligan Retired November 1988;
former Chairman of the Board
and Chief Executive Officer of AHP
(from 1981 to 1986)
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
Edwin A. Gee Former Chairman and Chief
Executive Officer, International
Paper Company
Fred Hassan (as described above)
John P. Mascotte Chairman and CEO of The Continental
Corporation
Mary Lake Polan, M.D. Department Chairman and Professor,
Stanford University School of Medicine
Robert W. Sarnoff Director/Consultant
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 IV Letter to Mr. Edward V. Fritzky, Chairman and Chief Executive
Officer of Immunex Corporation, dated November 1, 1995.
[On American Home Products Corporation Executive Committee Letterhead]
November 1, 1995
Mr. Edward V. Fritzky
Chairman and Chief Executive Officer
Immunex Corporation
51 University Street
Seattle, Washington 98101
Dear Mr. Fritzky:
Reference is made to the Amended and Restated Governance Agreement
dated as of December 15, 1992 (the "Governance Agreement") among American
Cyanamid Company, Lederle Oncology Corporation and Immunex Corporation (the
"Company") and the Agreement dated September 23, 1994 between the Company and
American Home Products Corporation ("AHP"). We are writing to notify the
Board of Directors of the Company that today AHP has determined to propose to
the Company and its stockholders a transaction to be structured as a
"Permitted Acquisition Transaction" (within the meaning of Section 1.01(q) of
the Governance Agreement) pursuant to which AHP would acquire the shares of
the Company it does not already own and the stockholders of the Company (other
than AHP and its subsidiaries) would receive $14.50 in cash for each share of
common stock or an aggregate of more than $263 million.
We believe that this proposal would present an attractive
opportunity for your public stockholders to realize a price which represents a
13.7% premium over the current market price of the Company's common stock. We
have been advised by our financial advisor that this price is at a level which
both your financial advisor and stockholders should support.
It is our understanding that you may be considering granting
employee options imminently. Under the circumstances, it would appear to be
inappropriate for the Board of Directors to take this action at this time. We
intend to discuss thoroughly with you the appropriate treatment of the
Company's management and employees in the transaction and thereafter.
<PAGE>
While our proposal contemplates a merger of the Company with a
direct or indirect subsidiary of AHP, we would like to discuss with you the
issues relating to the precise structure of the proposed transaction. Our
proposal is subject, among other things, to the negotiation and execution of
mutually acceptable definitive merger and other agreements containing
provisions customary for transactions of this type.
In addition, our proposed transaction would be subject to
satisfaction of the requirements of a "Permitted Acquisition Transaction" set
forth in the Governance Agreement, including the approval of at least a
majority of the Company's minority stockholders, approval of two-thirds of the
members of the Company's Board of Directors (other than AHP designees) --
including at least two independent directors, and the receipt by the Board of
Directors of a fairness opinion from an independent investment banking firm.
These requirements will ensure that the interests of the Company's minority
stockholders are fully protected in our proposed transaction.
In considering this proposal, Immunex should be aware that AHP is
not interested in selling its majority position in the Company.
We hope that we can proceed together promptly to allow the
Company's public stockholders to realize value for their shares to an extent
not likely to be available to them in the marketplace. As you know, AHP has a
Schedule 13D on file with the Securities and Exchange Commission relating to
its ownership of the common stock of the Company. We have been advised by our
counsel that, as a result of our proposal of a "Permitted Acquisition
Transaction", we are required by law promptly to disclose this letter in an
amendment to such Schedule 13D and to make certain related disclosures in such
amendment.
We look forward to discussing the foregoing with you soon.
Sincerely,
/s/ Robert G. Blount
Robert G. Blount
Senior Executive Vice President
cc: J.J. Carr
K.L. Cramer
R.A. Essner
S. Gillis
R. Jackson
M. L. Kranda
J.E. Lyons
E.W. Martin
