UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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
(973) 660-5000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 26, 2000 (Voluntary)
(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") and Amendment No. 6, dated August 6, 1999 ("Amendment No.
6") is hereby further amended by this Amendment No. 7, dated June 23, 2000
("Amendment No. 7") 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.
All shares numbers set forth herein have been adjusted to reflect the
two-for-one stock split which was effected on August 26, 1999 and the
three-for-one stock split which was effected on March 20, 2000.
Item 2 of the Original Statement is hereby amended by deleting it in its
entirety and substituting the following language:
This statement is being filed by American Home Products Corporation, a
Delaware corporation ("Parent") which has its executive offices at Five Giralda
Farms, Madison, New Jersey 07940 on its own behalf and on behalf of the
following wholly-owned subsidiaries of Parent:
MDP Holdings, Inc. ("MDP"), a Delaware corporation, with its principal
executive offices at 1403 Foulk Road, Suite 102, Wilmington, Delaware
19803; and
Lederle Parenterals, Inc. ("LPI"), a New Jersey corporation, with its
principal executive offices at P.O. Box AC Pueblo Station, Avenue 65
Infantry, Km.9.7, Carolina, Puerto Rico 00986
Parent is one of the world's largest research-based pharmaceutical and
health care products companies. It is a leader in the discovery, development,
manufacturing and marketing of prescription drugs and over-the-counter
medications. It is also a leader in vaccines, biotechnology, agricultural
products and animal health care.
For information required by this Item 2 of Schedule 13D with respect to the
executive officers and directors of Parent, MDP and LPI, reference is made to
Attachment A to this Schedule 13D, which is incorporated herein by reference.
None of Parent, MDP, LPI or, to its best knowledge, any of the persons
named on Attachment A attached hereto, has during the last five years: (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors); or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3 of the Original Statement is hereby amended to add the following
paragraph:
The funds used by Parent to purchase the additional shares reported in this
Amendment No. 7 were entirely from the Working Capital of Parent (and its
subsidiaries), which may include funds sourced from commercial paper issued by
Parent from time to time under its cash management program.
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 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 its review of such factors, Parent, MDP
and LPI may decide to purchase additional equity securities of Immunex, or
Parent, MDP and LPI may decide to dispose of all or a portion of such securities
(whether now or hereafter held), in each case, subject to the terms and
conditions of agreements between Immunex and ACY and/or Parent.
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 5 is hereby amended by adding the following language:
As of June 13, 2000, Parent, together with its wholly-owned subsidiaries,
holds 268,334,047 shares of Immunex Common Stock which includes Common Stock
purchased by ACY on February 4, 2000 (1,042,995 shares adjusted for the
three-for-one stock split) and between October 27, 1999 and October 29, 1999
(905,430 shares adjusted for the three-for-one stock split), which such shares
were transferred to MDP and the shares recently purchased by MDP between May 30,
2000 and June 13, 2000 as described in Item 5(c) below. As a result of
purchasing the Note on May 20, 1999 which is convertible by Parent into Immunex
Common Stock, Parent is also the beneficial owner (as defined in Rule 13d-3
under the Securities Exchange Act of 1934, as amended) of 15,544,041 additional
shares of Immunex Common Stock underlying the Note which, combined with the
shares owned by Parent, equals 283,878,088 shares of Common Stock. Parent's
percentage beneficial ownership of Immunex Common Stock, excluding the Common
Stock underlying the Note, equals 53.6% and, including the Common Stock issuable
upon conversion of the Note, equals 55.0%, using 500,555,684 as the number of
shares of Common Stock outstanding as of May 9, 2000 as disclosed in Immunex's
Quarterly Report of Form 10-Q for the Quarter ended, March 31, 2000. MDP holds a
total of 225,108,991 shares of Common Stock in its name and LPI holds 43,225,056
shares of Common Stock in its name. 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 amended to add the following language at the end of this item:
Between May 30, 2000 and June 13, 2000, MDP acquired shares in open market
purchases totaling 1,015,000 shares of Common Stock for an aggregate of
$28,632,345 as more fully described in Attachment B attached to this Amendment
No. 7.
On June 26, 2000, ACY transferred 224,093,991 shares of Immunex Common
Stock it held in its name to ACY's wholly-owned subsidiary MDP.
Item 6 is hereby amended to add the following language at the end of this
item:
On June 26, 2000, Immunex, ACY, Parent and MDP entered into the MDP
Assignment and Acceptance Agreement, which is attached hereto as Exhibit IX and
is incorporated by reference herein under which ACY assigns to MDP, a
wholly-owned subsidiary of ACY, certain of ACY's subscription and registration
rights and obligations under the Governance Agreement in conjunction with the
assignment of Immunex shares to MDP. Such assignment is revocable by ACY upon
delivery of written notice to Immunex.
Item 7 is hereby amended by adding the following language at the end of
this item:
Exhibit IX - MDP Assignment and Acceptance Agreement, dated June 26, 2000,
by and among Immunex Corporation, American Home Products Corporation,
American Cyanamid Company, and MDP Holdings, Inc.
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: June 23, 2000
AMERICAN HOME PRODUCTS CORPORATION
By: /s/ Paul J. Jones
Paul J. Jones
Vice President and Comptroller
<PAGE>
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 thseir 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 individuals name
refers to Parent and each individual is a United States citizen.
EXECUTIVE OFFICERS Position; Present Principal Occupation
------------------- --------------------------------------
John R. Stafford Chairman, President and Chief
Executive Officer
Robert Essner Executive Vice President
Kenneth J. Martin Senior Vice President
& Chief Financial Officer
Louis L. Hoynes, Jr. Senior Vice President and
General Counsel
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)
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, Department Chair and Professor,
M.D., Ph.D Stanford University School of
Stanford University Medicine
School of Medicine
100 Pasteur Drive
Stanford, CA 94305
Ivan G. Seidenberg Chairman, and
Bell Atlantic Chief Executive Officer,
Corporation Bell Atlantic Corporation
1095 Avenue of the (telecommunications company)
Americas
New York, New York 10036
John R. Stafford Listed 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
<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
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
<PAGE>
Executive Officers and Directors of
Lederle Parenterals, Inc.
----------------------------------
The names and titles of the executive officers and the names of the
directors of Lederle Parenterals, Inc. ("LPI") 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 LPI. 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
------------------- --------------------------------------
Alfredo R. Nadal President; Wyeth-Ayerst
Plant Manager Carolina, PR
John V. Bucceri Vice President; Senior Vice President,
Wyeth-Ayerst Global Supply Chain
Michael S. Dey, Ph.D. Vice President; President, Wyeth-Ayerst
Generics Division
Kenneth J. Martin Vice President; listed above
Kevin Reilly Vice President; President, Wyeth-Ayerst
Nutritionals
Thomas M. Nee Vice President; listed above
Angel J. Seda Comas Treasurer; Assistant Treasurer, Wyeth-Ayerst
(Puerto Rico)
Eileen M. Lach Secretary; listed above
DIRECTORS Position; Present Principal Occupation
------------ --------------------------------------
John R. Stafford Listed above
Kenneth J. Martin Listed above
Bernard J. Poussot Listed above
<PAGE>
Attachment B
TRANSACTIONS BY MDP HOLDINGS, INC. IN IMMUNEX COMMON SHARES
FOR MAY 2000 AND JUNE 2000
DATE OF NO. OF SHARES PRICE PER
TRANSACTION PURCHASED SHARE
30-MAY-00 50,000 $25.9375
31-MAY-00 350,000 $28.4580
1-JUN-00 300,000 $25.8115
2-JUN-00 115,000 $28.7880
5-JUN-00 100,000 $31.1297
13-JUN-00 100,000 $32.0813
Exhibit Index
Exhibit IX - MDP Assignment and Acceptance Agreement, dated June 26,
2000, by and among Immunex Corporation, American Home Products Corporation,
American Cyanamid Company, and MDP Holdings, Inc.
