UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
Immunex Corporation
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
45252810 2
(CUSIP Number)
LOUIS L. HOYNES, JR., ESQ.
Executive Vice President and General Counsel
American Home Products Corporation
5 Giralda Farms, Madison, N.J. 07940
(973) 660-5000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 15, 2000
(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) 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
-0-
8. SHARED VOTING POWER
223,378,088
9. SOLE DISPOSITIVE POWER
-0-
10. SHARED DISPOSITIVE POWER
223,378,088
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
223,378,088
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.4%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 45252810 2
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MDP Holdings, Inc. ("MDP")
Tax I.D. 22-3187914
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
-0-
8. SHARED VOTING POWER
180,153,032
9. SOLE DISPOSITIVE POWER
-0-
10. SHARED DISPOSITIVE POWER
180,153,032
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
180,153,032
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.4%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 45252810 2
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lederle Parenterals, Inc. ("LPI")
Tax I.D. 22-2132271
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
New Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
-0-
8. SHARED VOTING POWER
43,225,056
9. SOLE DISPOSITIVE POWER
-0-
10. SHARED DISPOSITIVE POWER
43,225,056
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,225,056
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
The Statement on Schedule 13D, dated December 1, 1994 (the "Original
Statement"), filed by American Home Products Corporation, a Delaware corporation
("Parent" or "Reporting Person"), and on behalf of AC Acquisition Corp., a
Delaware corporation, as amended by Amendment No. 1, dated November 2, 1995
("Amendment No. 1"), Amendment No. 2, dated November 3, 1995 ("Amendment No.
2"), Amendment No. 3, dated November 15, 1995 ("Amendment No. 3"), Amendment No.
4, dated April 23, 1999 ("Amendment No. 4"), Amendment No. 5, dated May 20, 1999
("Amendment No. 5"), Amendment No. 6, dated August 6, 1999 ("Amendment No. 6"),
Amendment No. 7, dated June 23, 2000 ("Amendment No. 7"), Amendment No. 8, dated
August 9, 2000 ("Amendment No. 8"), Amendment No. 9, dated October 20, 2000
("Amendment No. 9") and Amendment No. 10, dated November 1, 2000 ("Amendment No.
10") is hereby further amended by this Amendment No. 11, dated November 16, 2000
("Amendment No. 11") 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" or
"Issuer"), which has its principal executive offices at 51 University Street,
Seattle, WA 98101.
NOTE: The percentage ownership calculations included in this Amendment No.
11 used 520,131,203 shares of Immunex Common Stock outstanding at November 2,
2000 plus 20,000,000 additional shares issued by the Company on November 15,
2000 totaling 540,131,203 shares of Common Stock outstanding.
Item 4 is hereby amended by adding the following language:
On November 9, 2000, Immunex filed a Registration Statement pursuant to
Rule 462(b), to register an additional 10,500,000 shares of Common Stock in
conjunction with the pending underwritten public offering.
On November 13, Immunex filed a Prospectus Supplement relating to the sale
of 70,000,000 shares of Common Stock plus up to an additional 10,500,000 shares
of Common Stock to cover over-allotments, if any, pursuant to the pending
underwritten public offering.
On November 15, 2000, pursuant to the underwritten public offering, Immunex
sold 20,000,000 newly issued shares of Common Stock and Parent and MDP sold an
aggregate of 60,500,000 shares of Common Stock (15,544,041 shares by Parent and
44,955,959 shares by MDP). The Underwriting Agreement, dated November 9, 2000
with respect to the public offering, among Immunex, Parent, MDP and the
representatives of the underwriters named therein (the "Underwriting
Agreement"), is attached hereto as Exhibit XIV and is incorporated by reference
to this Item 4. As a result of Parent's ownership interest falling below 45% of
the total outstanding Immunex Common Stock, among other changes previously
described in detail in Amendment No. 8, Parent's right under the Governance
Agreement to designate Investor Directors (as defined in the Governance
Agreement) has been reduced from 3 to 2.
Item 5 is hereby amended by adding the following language:
As of November 15, 2000, Parent, together with its wholly-owned
subsidiaries, holds 223,378,088 shares of Immunex Common Stock. Parent's
percentage of beneficial ownership of Immunex Common Stock is equal to 41.4%.
MDP holds a total of 180,153,032 shares of Common Stock in its name (equal to
33.4%) and LPI holds 43,225,056 shares of Common Stock in its name (equal to
8.0%%). Parent and MDP share voting and dispositive power over the shares of
Common Stock held of record by MDP. Parent and LPI share voting and dispositive
power over the shares of Common Stock held of record by LPI.
Item 5(c) is hereby amended by adding the following language:
On November 15, 2000, pursuant to the Underwriting Agreement (which is
incorporated to this Item by reference) in an underwritten public offering,
Parent, MDP and Immunex sold an aggregate of 80,500,000 to the underwriters
named therein at a price per share of $39.75 ($38.68 per share net of
underwriters' discounts and commissions) resulting in net proceeds to Parent and
MDP of $2,340,140,000 in the aggregate. In the offering, Immunex sold 20,000,000
newly issued shares of Common Stock, Parent sold 15,544,041 shares of Common
Stock and MDP sold a total of 44,955,959 shares of Common Stock, including
10,500,000 shares sold by MDP pursuant to the over-allotment which was exercised
in full by the underwriters.
Item 6 is hereby amended by adding the following language:
On November 9, 2000, Parent, MDP and Immunex entered into the Underwriting
Agreement (which is incorporated to this Item by reference) pursuant to which an
aggregate of 80,500,000 shares of Immunex Common Stock were sold to the
underwriters named therein in a firm commitment underwritten public offering.
Item 7 is hereby amended by adding the following language at the end of
Item 7:
Exhibit XIV - Underwriting Agreement, dated November 9, 2000, among
Immunex, Parent, MDP and the representatives of the underwriters named therein
is incorporated by reference to Exhibit 1.1 of the Current Report on Form 8-K
filed by Immunex on November 15, 2000.
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 16, 2000
AMERICAN HOME PRODUCTS CORPORATION
By: /s/ Jack M. O'Connor
Name: Jack M. O'Connor
Title: Vice President &
Treasurer
