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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
SERAGEN, INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
817474-10-9
(CUSIP Number)
JAMES B. LOOTENS, ASSISTANT SECRETARY AND ASSOCIATE GENERAL COUNSEL,
ELI LILLY AND COMPANY, LILLY CORPORATE CENTER,
INDIANAPOLIS, INDIANA 46285 317-276-5835
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
MAY 11, 1998
(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 Rule 13d-1(e), 13d-1(f), or 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 Rule 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).
(Continued on following pages)
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CUSIP No. 817474-10-9
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(1) Names of Reporting Persons: Eli Lilly and Company
S.S. or I.R.S. Identification 35-0470950
Nos. of Above Persons
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(2) Check the Appropriate Box (a) _________________
if a Member of a Group (b) _________________
Not Applicable
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(3) SEC Use Only
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(4) Source of Funds Not Applicable
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(5) Check if Disclosure of Legal
Proceedings is Required Pursuant
to Items 2(d) or 2(e) Not Applicable
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(6) Citizenship or Place of Organization Indiana
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Number of Shares (7) Sole Voting None
Beneficially Owned Power
by Each Reporting (8) Shared Voting 1,787,092
Person With Power
(9) Sole Dispositive 1,787,092
Power
(10) Shared Disposi- None
tive Power
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(11) Aggregate Amount Beneficially 1,787,092
Owned by Each Reporting Person
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(12) Check if the Aggregate Amount Not Applicable
In Row (11) Excludes Certain Shares
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(13) Percent of Class Represented 5.6%
by Amount in Row (11)
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(14) Type of Reporting Person CO
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Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
On May 11, 1998, Eli Lilly and Company ("Lilly") entered into a
Stockholder Voting Agreement ("Voting Agreement") with Ligand Pharmaceuticals
Incorporated ("Ligand") in connection with a proposed acquisition of the Issuer
by Ligand. The Voting Agreement obligates Lilly to vote its shares of the
Issuer's common stock in favor of the proposed merger with Ligand and against
any action that would compete with or otherwise adversely affect the proposed
merger. Lilly has delivered a proxy to Ligand (irrevocable to the extent
permissible under Delaware law) to effectuate the foregoing. In addition, Lilly
has agreed not to (i) directly or indirectly take any action to solicit,
initiate or encourage the making of any competing acquisition proposal; or (ii)
dispose of its shares of the Issuer's common stock prior to the termination of
the Voting Agreemnt.
The Voting Agreement terminates on the earliest of (i) the effective
time of the merger with Ligand; (ii) the termination of the Agreement and Plan
of Reorganization between Ligand and the Issuer relating to the proposed merger;
and (iii) May 1, 2001. A copy of the Voting Agreement, including the form of
proxy, is filed herewith as Exhibit A and is incorporated by reference herein.
Item 7. Material to be Filed as Exhibits.
Exhibit A. Stockholder Voting Agreement dated as of May 11,
1998, between Lilly and Ligand Pharmaceuticals,
Incorporated, including form of Proxy*
* This exhibit is incorporated by reference from Exhibit A to the
Schedule 13D filed with respect to the Issuer by Ligand
Pharmaceuticals, Incorporated on May 21, 1998.
SIGNATURE
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.
ELI LILLY AND COMPANY
/s/ Edwin W. Miller
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Edwin W. Miller
Vice President and Treasurer
Date: May 21, 1998
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