UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
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 31, 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)
43.4%
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)
8.3%
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") and Amendment No. 9, dated October 20, 2000
("Amendment No. 9") is hereby further amended by this Amendment No. 10, dated
November 1, 2000 ("Amendment No. 10") 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.
10 used 503,686,206 shares of Immunex 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, plus 15,544,041 shares of Immunex
Common Stock which became outstanding upon conversion of the Note (defined
below).
Item 4 is hereby amended by adding the following language:
On October 31, 2000, Parent delivered and Immunex accepted a conversion
notice (attached hereto as Exhibit XIII and is incorporated herein by reference,
the "Conversion Notice") which enclosed the $450 Million 3% Convertible
Subordinated Note due 2006 (the "Note"), pursuant to which Parent irrevocably
exercised its option to convert the entire principal amount of the Note into
shares of Immunex Common Stock in accordance with the terms of the Note Purchase
Agreement referred to in the Note. This conversion was effected (i) in
preparation for the pending primary and secondary public offerings previously
disclosed and (ii) in furtherance of the planned significant facilities
development project by Immunex in Seattle.
Item 5 is hereby amended by adding the following language:
On October 31, 2000, Parent elected to convert the entire principal amount
of the $450 million Note into 15,544,041 newly issued shares of Immunex Common
Stock. These shares had been reported as beneficially owned since Parent
previously had the option to convert the Note into shares of Immunex Common
Stock. As of October 31, 2000, Parent, together with its wholly-owned
subsidiaries, holds 283,878,088 shares of Immunex Common Stock. Parent's
percentage of beneficial ownership of Immunex Common Stock is equal to 54.7%.
MDP holds a total of 225,108,991 shares of Common Stock in its name (equal to
43.4%) and LPI holds 43,225,056 shares of Common Stock in its name (equal to
8.3%). 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 October 31, 2000, Parent converted the entire $450 million principal
amount of the Note into 15,544,041 newly issued shares of Immunex Common Stock
at a price per share of $28.95 pursuant to the Note and the Note Purchase
Agreement.
Item 6 is hereby amended by adding the following language:
On October 31, 2000, Parent delivered the Conversion Notice attached hereto
as Exhibit XIII which is incorporated herein by reference pursuant to which
Parent elected to convert the entire principal amount of the Note into shares of
Immunex Common Stock.
Item 7 is hereby amended by adding the following language at the end of
Item 7:
Exhibit XIII - Conversion Notice, dated October 30, 2000, delivered to
Immunex on October 31, 2000, surrendering the Note for conversion into Immunex
Common Stock.
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 1, 2000
AMERICAN HOME PRODUCTS CORPORATION
By: /s/ Louis L. Hoynes, Jr.
Louis L. Hoynes, Jr.
Executive Vice President &
General Counsel
