UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
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)
October 19, 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)
54.7%
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)
44.7%
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"),
Amendment No. 7, dated June 23, 2000 ("Amendment No. 7") and Amendment No. 8,
dated August 9, 2000 ("Amendment No. 8") is hereby further amended by this
Amendment No. 9, dated October 20, 2000 ("Amendment No. 9") 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 above used 503,686,206 shares of
Common Stock outstanding as of September 30, 2000, as certified by Immunex in
the most recent quarterly notice to Parent as required under the Governance
Agreement.
Item 4 is hereby amended by adding the following language:
On October 19, 2000, Immunex filed a prospectus supplement to commence an
underwritten public equity offering (the "Offering") of 60 million shares of
Common Stock under the S-3 shelf registration statement filed on August 9, 2000
with the Securities and Exchange Commission. The Offering will include 20
million shares of newly issued Common Stock in a primary offering and 40 million
shares of Common Stock in a secondary offering by Parent, with Parent granting
the underwriters an option to purchase up to an additional 9 million shares of
Common Stock to cover over-allotments, if any.
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: October 20, 2000
AMERICAN HOME PRODUCTS CORPORATION
By: /s/ John B. Adams
John B. Adams
Vice President-
Corporate Development
<PAGE>
Attachment A to the Schedule 13D with regard to the executive officers and
directors of each of American Home Products Corporation and MDP Holdings, Inc.
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 (banking)
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
Walter V. Shipley Retired Chairman of The Chase
The Chase Manhattan Corporation Manhattan Corporation
270 Park Avenue (banking)
New York, New York 10017
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>
Executive Officers and Directors of
MDP Holdings, Inc.
The names and titles of the executive officers and the names of the
directors of MDP Holdings, Inc. ("MDP") 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 MDP. Unless
otherwise indicated, each occupation set forth opposite an individuals name
refers to American Home Products Corporation ("Parent") and each individual is a
United States citizen.
EXECUTIVE OFFICERS Position; Present Principal Occupation
------------------- --------------------------------------
John R. Stafford Chairman and President; listed above
Robert Essner Senior Executive Vice President; listed above
Kenneth J. Martin Executive Vice President; listed above
William J. Livolsi Senior Vice President
Thomas M. Nee Vice President; listed above
Jack M. O'Connor Treasurer; Vice President and Treasurer
Eileen M. Lach Secretary; Secretary
DIRECTORS Position; Present Principal Occupation
------------ --------------------------------------
John R. Stafford Listed above
Kenneth J. Martin Listed above
William J. Livolsi Listed above
David P. Fontello Vice President, Wilmington Trust Company
Margaret Pulgini Assistant Vice President,
Wilmington Trust Company
