UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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)
August 9, 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
283,878,088
9. SOLE DISPOSITIVE POWER
-0-
10. SHARED DISPOSITIVE POWER
283,878,088
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
283,878,088
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.0%
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
225,108,991
9. SOLE DISPOSITIVE POWER
-0-
10. SHARED DISPOSITIVE POWER
225,108,991
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
225,108,991
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.0%
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)
8.6%
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")
and Amendment No. 7, dated June 23, 2000 ("Amendment No. 7") is hereby further
amended by this Amendment No. 8, dated August 9, 2000 ("Amendment No. 8") 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.
Any Items which include descriptions of Exhibits attached to this Schedule
13D which incorporate by reference such Exhibits are qualified in their entirety
by such Exhibits.
Item 4 is hereby amended by adding the following language:
Parent, MDP and LPI intend to continuously review their investment in
Immunex. In reaching any decision with respect to such investment, Parent, MDP
and LPI will take into consideration various factors, such as Immunex's business
and prospects, the obligations of Parent and ACY under the agreements between
Parent and/or ACY and Immunex, other developments concerning Immunex, other
investment opportunities available to Parent, MDP and LPI, and general economic
and market conditions. Depending on the result of their review of such factors,
Parent, MDP and LPI may decide to dispose of all or a portion of such securities
(whether now or hereafter held) or Parent, MDP and LPI may decide to purchase
additional equity securities of Immunex, in each case, subject to the terms and
conditions of agreements between Immunex and ACY and/or Parent.
On August 9, 2000, Immunex filed a shelf registration statement on Form S-3
with the Securities and Exchange Commission covering the registration of the
proposed sale of up to 20 million shares of newly issued Common Stock in a
primary offering (the "Primary Offering") and 50 million shares of Common Stock
in a secondary offering by Parent (the "Secondary Offering") which shares are
planned to be sold in one or more underwritten public offerings (the Primary
Offering and the Secondary Offering are referred to herein as the "Offering").
Under the terms of the Letter Agreement relating to the proposed offering which
is attached hereto as Exhibit XI and is incorporated herein by reference, in the
event that Parent sells any shares of Common Stock in the Secondary Offering,
Parent has agreed not to sell any additional shares of Common Stock from the
date of execution of each underwriting agreement for the Second Offering until
the later of (i) September 30, 2001 or (ii) nine months after the date of such
underwriting agreement (the "lock-up period"). Parent also agreed to convert the
entire principal amount of the $450,000,000 3% Convertible Subordinated Note Due
2006 (the "Note") into Immunex Common Stock at the Conversion Price (as defined
in the Note Agreement) on the date of conversion in the event that Immunex
obtains third-party financing for a significant facilities development project
by Immunex in Seattle.
On August 9, 2000, Parent, Cyanamid and Immunex entered into Amendment No.
2 (the "Amendment") to the Amended and Restated Governance Agreement which is
attached hereto as Exhibit XII and is incorporated herein by reference. The
Amendment provides for the following to be effective in the event Parent's
ownership interest falls below 45% of the total outstanding Immunex Common
Stock: (i) at all times that Parent has the right to designate no more than two
Investor Directors (as defined in the Governance Agreement), Immunex shall have
the right to designate three Management Directors and there shall be at least
four Independent Directors, (ii) for the duration of any lock-up period, all
shares issued pursuant to employee stock options during each lock-up period
shall be disregarded in determining whether Parent's ownership interest falls
below 35% for purposes of the Governance Agreement and (iii) certain governance
restrictions shall be revised to grant greater flexibility to Immunex in certain
respects as set forth more fully in Exhibit XII.
Item 4(d) is amended to add the following:
Upon the completion of the Secondary Offering, Parent's holdings in Immunex
Common Stock would be expected to fall below 45% but remain above 35% of the
outstanding Common Stock and therefore pursuant to the terms of the Governance
Agreement, Parent would retain the right to designate two Investor Directors on
the Immunex Board.
Except as set forth above or in any other item hereof, Parent, MDP and LPI
do not have any present plans or proposals that would relate to or result in any
of the actions required to be described in Item 4 of Schedule 13D.
Item 6 is hereby amended to add the following language at the end of this
item:
On August 9, 2000, Parent and Immunex entered into a Letter Agreement
attached hereto as Exhibit XI which is incorporated herein by reference related
to the filing of the shelf registration statement filed by Immunex covering the
proposed sale of 50 million shares of Immunex Common Stock to be sold in a
Secondary Offering, along with the proposed sale of 20 million newly issued
shares of Common Stock to be sold in the Primary Offering as described in
greater detail above in Item 4 hereof which such description is incorporated
herein by reference.
On August 9, 2000, Parent, Cyanamid and Immunex entered into the Amendment
which is attached hereto as Exhibit XII and is incorporated herein by reference.
The Amendment includes certain changes which are described in detail in Item 4
which such description is incorporated herein by reference.
Item 7 is hereby amended by adding the following language at the end of
this item:
Exhibit X - Press Release, dated August 9, 2000, announcing the filing of a
Shelf Registration Statement by Immunex Corporation, to include both primary
shares and shares held by Parent and/or its Affiliates.
Exhibit XI - Letter Agreement between Parent and Immunex, dated August 9,
2000, relating to the Shelf Registration Statement and related matters.
Exhibit XII - Amendment No. 2 to the Amended and Restated Governance
Agreement, dated August 9, 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: August 9, 2000
AMERICAN HOME PRODUCTS CORPORATION
By: /s/ Kenneth J. Martin
Kenneth J. Martin
Senior Vice President and
Chief Financial Officer
<PAGE>
Attachment A to the Schedule 13D with regard to the executive officers and
directors of American Home Products Corporation is hereby amended and restated
as follows:
Attachment A
Executive Officers 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 employment with Parent and each individual is a United States citizen.
EXECUTIVE OFFICERS Position; Present Principal Occupation
------------------- --------------------------------------
John R. Stafford Chairman and Chief Executive Officer
Robert Essner President and Chief Operating Officer
Louis L. Hoynes, Jr. Executive Vice President and
General Counsel
Kenneth J. Martin Senior Vice President
and Chief Financial Officer
Robert I. Levy Senior Vice President-Science and
Technology
William J. Murray Senior Vice President
David M. Olivier Senior Vice President
Paul J. Jones Vice President and Comptroller
Rene R. Lewin Vice President-Human Resources
Thomas M. Nee Vice President-Taxes
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)
Richard L. Carrion Chairman, President and Chief
209 Munoz Rivera Avenue Executive Officer, Banco Popular
Hato Rey, PR 00918 de Puerto Rico
Robert Essner Listed above
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
John P. Mascotte President and Chief Executive
2301 Main Street Officer, Blue Cross Blue Shield
Eighth Floor of Kansas City, Inc.
Kansas City
Missouri 64108
Mary Lake Polan, Chairman and Professor,
M.D., Ph.D. Department of Gynecology &
Stanford University Obstetrics, Stanford University
School of Medicine School of Medicine
300 Pasteur Drive
Stanford, CA 94305
Ivan G. Seidenberg President and Co-Chief
Verizon Communications, Inc. Executive Officer,
1095 Avenue of the Verizon Communications
Americas (telecommunications company)
New York, New York 10036
John R. Stafford Listed above
John R. Torell III Senior Managing Partner, Conifer
Conifer Capital Group Capital Group
9 West 57th Street (financial advisory company)
New York, New York 10019
<PAGE>
Exhibit Index
Exhibit X - Press Release, dated August 9, 2000, announcing the filing of a
Shelf Registration Statement by Immunex Corporation, to include both primary
shares and shares held by Parent and/or its Affiliates.
Exhibit XI - Letter Agreement between Parent and Immunex, dated August 9,
2000, relating to the Shelf Registration Statement and related matters.
Exhibit XII - Amendment No. 2 to the Amended and Restated Governance
Agreement, dated August 9, 2000.
