SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Amendment No. 2
ONCOGENE SCIENCE, INC.
----------------------------
(Name of Issuer)
Common Stock par value $.01 per share
- ---------------------------------------------------------------------------
(Title of Class of Securities)
682305 10 7
-----------------
(CUSIP Number)
William K. Hoskins, Esq. Donna J. Roberts, Esq.
General Counsel Secretary
Marion Merrell Dow Inc. The Dow Chemical Company
9300 Ward Parkway 2030 Dow Center
Kansas City, Missouri 64114 Midland, Michigan 48674
(816) 966-4000 (517) 636-1000
- ---------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 13, 1994
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(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(b)(4)(i)(A) or (B), check the
following box. [ ]
Check the following box if a fee is being paid with this statement [ ].
<PAGE> 2
CUSIP No. 682305 10 7
___________________________________________________________________________
1) Name of Reporting Person and its Marion Merrell Dow Inc.
I.R.S. Identification Number 44-0565557
___________________________________________________________________________
2) Check the Appropriate Box if (a)[ ]
a Member of a Group (b)[ x]
___________________________________________________________________________
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
___________________________________________________________________________
7) Sole Voting Power 1,590,909*
Number of ____________________________________________________________
Shares
Beneficially 8) Shared Voting Power 0
Owned by ____________________________________________________________
Each
Reporting 9) Sole Dispositive Power 1,590,909*
Person With ____________________________________________________________
10) Shared Dispositive Power 0
___________________________________________________________________________
11) Aggregate Amount Beneficially Owned 1,590,909*
by Each Reporting Person
___________________________________________________________________________
12) Check Box If the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
___________________________________________________________________________
13) Percent of Class Represented 9.45%
by Amount in Row (11)
___________________________________________________________________________
14) Type of Reporting Person CO
___________________________________________________________________________
* Includes up to 500,000 shares that may be purchased for $5.50 per share
upon the exercise of a Common Stock Purchase Warrant during the five-year
period beginning December 11, 1994, and ending December 10, 1999.
<PAGE> 3
CUSIP No. 682305 10 7
___________________________________________________________________________
1) Name of Reporting Person and its The Dow Chemical Company
I.R.S. Identification Number 38-1285128
___________________________________________________________________________
2) Check the Appropriate Box if (a)[ ]
a Member of a Group (b)[ X]
___________________________________________________________________________
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
___________________________________________________________________________
7) Sole Voting Power 1,590,909*
Number of ____________________________________________________________
Shares
Beneficially 8) Shared Voting Power 0
Owned by ____________________________________________________________
Each
Reporting 9) Sole Dispositive Power 1,590,909*
Person With ____________________________________________________________
10) Shared Dispositive Power 0
___________________________________________________________________________
11) Aggregate Amount Beneficially Owned 1,590,909*
by Each Reporting Person
___________________________________________________________________________
12) Check Box If the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
___________________________________________________________________________
13) Percent of Class Represented 9.45%
by Amount in Row (11)
___________________________________________________________________________
14) Type of Reporting Person CO
___________________________________________________________________________
* Includes up to 500,000 shares that may be purchased for $5.50 per share
upon the exercise of a Common Stock Purchase Warrant during the five-year
period beginning December 11, 1994, and ending December 10, 1999.
<PAGE> 4
This Amendment No. 2 amends the Statement on Schedule 13D (the
"Schedule 13D") jointly filed by Marion Merrell Dow Inc. and The Dow
Chemical Company dated December 11, 1992, with respect to the common stock
of Oncogene Science, Inc., as amended through the date hereof. Pursuant to
Regulation S-T Item 101(a)(2)(ii), this amendment restates the entire text
of the Schedule 13D and all previous amendments thereto. This amendment is
filed solely to reflect the fact that the common stock purchase warrant
described hereinafter will become exercisable December 11, 1994, as a
result of which the number of shares reported herein as beneficially owned
has increased by 500,000 shares. This increase is due solely to the effect
of SEC Rule 13d-3(d)(1)(i) and does not represent the actual acquisition of
additional securities. Accordingly, the Schedule 13D is hereby amended and
restated to read as follows:
ITEM 1. SECURITY AND ISSUER.
The securities to which this Schedule relates are shares of Common
Stock, par value $.01 per share, of ONCOGENE SCIENCE, INC., a Delaware
corporation (the "Issuer").
The principal executive offices of the Issuer are located at 106
Charles Lindbergh Blvd., Uniondale, New York 11553.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule is filed on behalf of Marion Merrell Dow Inc., a Delaware
corporation ("MMD"), with a principal place of business and principal
office located at 9300 Ward Parkway, Kansas City, Missouri 64114-0480. The
principal business of MMD is the discovery, development, manufacturing,
marketing, and sale of pharmaceutical compounds for the treatment of human
diseases. MMD operates as a publicly owned independent pharmaceutical
company. The common stock of MMD is registered under section 12(b) of the
Securities Exchange Act of 1934, and is traded on The New York Stock
Exchange. Information as to the executive officers and directors of MMD is
set forth in Exhibit D hereto.
This Schedule also is filed on behalf of The Dow Chemical Company, a
Delaware corporation ("Dow"), with a principal place of business and
principal office located at 2030 Dow Center, Midland, Michigan 48674. The
principal business of Dow is the discovery, development, manufacturing,
marketing, and sale of chemical compounds and products derived therefrom.
Information as to the executive officers and directors of Dow is set forth
in Exhibit E hereto.
Dow currently is the beneficial owner of approximately 71% of the
outstanding common stock of MMD, the remaining 29% of which is publicly
held. Dow is filing this Schedule with respect to its potential deemed
indirect ownership of MMD's holdings of Common Stock of the Issuer, and Dow
disclaims beneficial ownership of such securities. The Board of Directors
of MMD is composed of fifteen persons, five of whom are directors of Dow,
of whom three are also executive officers of Dow.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Neither MMD nor Dow has been convicted in a criminal proceeding
<PAGE> 5
during the last five years (excluding traffic violations and
similar misdemeanors). To the best knowledge of MMD and Dow,
none of the executive officers or directors of MMD or Dow has
been convicted in a criminal proceeding during the last five
years (excluding traffic violations and similar misdemeanors).
(e) During the last five years, neither Dow nor MMD has been a party
to any civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which MMD or Dow was or is
subject to a judgment, decree, or final order enjoining future
violation of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws. To the best knowledge of MMD and Dow,
during the past five years, none of the executive officers or
directors of MMD or Dow has been a party to any civil proceeding
of a judicial or administrative body of competent jurisdiction as
a result of which any of them was or is subject to a judgment,
decree, or final order enjoining future violation of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
(f) Not applicable.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On December 11, 1992, for an aggregate price of $6,000,000, MMD purchased
from the Issuer 1,090,909 shares (the "Shares") of common stock of the
Issuer ("Common Stock") and a Common Stock Purchase Warrant (the "Warrant")
exercisable during the five-year period from December 11, 1994, through
December 10, 1999, to purchase up to 500,000 additional shares of Common
Stock (the "Warrant Shares") at $5.50 per share. The source of funds for
the purchase price was the working capital of MMD. None of the funds were
borrowed or otherwise obtained for the purpose of acquiring the securities.
ITEM 4. PURPOSE OF TRANSACTION.
MMD acquired the Shares and the Warrant pursuant to the terms of a certain
Stock Purchase Agreement dated December 11, 1992, by and between MMD and
the Issuer (the "Stock Purchase Agreement"). A copy of the Stock Purchase
Agreement (which contains the form of Warrant as Exhibit A thereto) is set
forth as Exhibit A hereto and incorporated herein by reference. The
discussion of the Stock Purchase Agreement and the Warrant contained in
this Schedule is qualified in its entirety by reference to such
instruments.
MMD acquired the Shares and the Warrant for investment purposes. MMD
believes that the Shares and the Warrant represented an attractive
investment opportunity at the time of acquisition. MMD has no current
intention to purchase additional shares of Common Stock, but may purchase
additional shares of Common Stock in the future, either pursuant to the
Warrant or otherwise, depending on MMD's evaluation of the Issuer's
business, prospects, and financial condition, the market for the Common
Stock, other opportunities available to MMD, prospects for MMD's own
business, general economic conditions, money and stock market conditions,
and other future developments. Depending on the same factors, MMD may
decide to sell some or all of its investment in the Common Stock, although
it has no current intention to do so.
<PAGE> 6
Although the purchase of the Shares and the Warrant has been made for
investment, MMD may in the future decide that it is desirable to seek to
acquire the Issuer or to seek to control or otherwise influence the
management and policies of the Issuer. However, the management of MMD has
made no decision, and has not been authorized by the Board of Directors of
MMD, to seek to acquire the Issuer or to seek to control or otherwise
influence the management and policies of the Issuer except to the extent
inherent in MMD's position as a stockholder of the Issuer. Except as set
forth in this Schedule, neither of the Reporting Persons has any present
plans or proposals that relate to or would result in (i) the acquisition by
any person of additional securities of the Issuer, or the disposition of
securities of the Issuer; (ii) any extraordinary corporate transaction,
such as a merger, reorganization, or liquidation, involving the Issuer;
(iii) a sale or transfer of a material amount of the assets of the Issuer;
(iv) any change in the present Board of Directors or management of the
Issuer, including any plans or proposals to change the number or term of
Directors or to fill any existing vacancies on the Board; (v) any material
change in the present capitalization or dividend policy of the Issuer; (vi)
any other material change in the Issuer's business or corporate structure;
(vii) changes in the Issuer's charter, bylaws, or other actions that may
impede the acquisition of control of the Issuer by any person; (viii)
causing a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-
dealer quotation system of a registered national securities association;
(ix) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934 (the "Act"); or (x) any action similar to any of those
enumerated above.
Reference is made to the Stock Purchase Agreement for other terms
relating to MMD's purchase of the Shares and the Warrant.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) MMD owns 1,090,909 shares of the Issuer's Common Stock, repres-
enting approximately 6.7% of the Common Stock outstanding at July
29, 1994. MMD also has the option (pursuant to the Warrant),
exercisable from December 11, 1994, through December 10, 1999, to
purchase an additional 500,000 shares. If the Warrant was
exercised to purchase all 500,000 shares, MMD would own ap-
proximately 9.45% of the Common Stock outstanding at July 29,
1994, on a fully-diluted basis. No director or executive officer
of either MMD or Dow beneficially owns any shares of Common
Stock. The executive officers and directors of MMD and Dow
expressly disclaim beneficial ownership of Common Stock
beneficially owned by MMD or Dow that might be attributed to any
of them by reason of their respective relationships with the
undersigned.
(b) MMD has sole power to vote, and sole power to dispose of, all
shares of Common Stock that are the subject of this Schedule 13D.
Neither Dow nor any director or executive officer of MMD or Dow
has sole or shared power to vote or to direct the vote, or to
dispose or to direct the disposition, of any shares of Common
Stock except in their respective capacities as executive officers
or directors of MMD or Dow.
<PAGE> 7
(c) None, except for the acquisition of the Shares and the Warrant by
MMD on December 11, 1992, as described in Item 3 of this Schedule
13D, the text of which is incorporated herein by reference.
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Concurrently with the execution of the Stock Purchase Agreement, MMD
and the Issuer entered into a Collaborative Research and License Agreement
dated December 11, 1992 (the "Research Agreement"), relating to the joint
development and commercialization of agents for the treatment of disease,
as more particularly described therein (the Products"), which describes
certain relationships and arrangements between MMD and the Issuer. The
discussion of the Research Agreement contained in this Schedule is
qualified in its entirety by reference to such Agreement, a redacted copy
of which is set forth as Exhibit B hereto and incorporated herein by
reference.
The Stock Purchase Agreement provides for certain rights and
restrictions with respect to the Shares and the Warrant Shares. The
Research Agreement provides for certain relationships and understandings
between MMD and the Issuer respecting their collaboration in the
development of the Products.
The principal rights, relationships, and arrangements provided for in
the Stock Purchase Agreement and the Research Agreement are set forth in
the responses to Items 3 and 4 of this Schedule, the text of which is
incorporated herein by reference, and hereinafter. The following summaries
of terms of the Stock Purchase Agreement and the Research Agreement are not
complete and are qualified in their entirety by reference to such
Agreements, a copy or redacted copy of each of which is set forth as
Exhibits A and B hereto and incorporated herein by reference.
REGISTRATION RIGHTS. The Stock Purchase Agreement provides for
registration for sale to the public of the Shares upon request by MMD
either (i) incidental to a registration of Common Stock on behalf of the
Issuer ("Piggyback Rights"), (ii) for an offering of at least 30% of the
Shares and Warrant Shares owned by MMD and having an anticipated aggregate
offering price of at least $3,000,000 ("Demand Rights"), or (iii) for an
offering of Shares or Warrant Shares having an anticipated aggregate
offering price of at least $500,000 if the Issuer is eligible to register
securities on SEC Form S-3 ("Short Form Rights"). MMD has the right to
exercise such rights as follows: (i) Piggyback Rights at any time the
Issuer files a registration statement on Form S-1, S-2, or S-3 from
December 11, 1992, through December 31, 1998; (ii) Demand Rights on two
occasions from December 11, 1993, through December 31, 1999; and (iii)
Short Form Rights on six occasions at any time the Issuer is eligible to
register securities on Form S-3 through December 31, 1999; provided,
however, that Demand Rights and Short Form Rights may not be exercised at
any time all of the Shares may be sold under section (k) of Rule 144 of the
Commission. Substantially all of the costs of such registrations are to be
paid by the Issuer, except for MMD's pro rata portion of underwriting
discounts and MMD's legal expenses. MMD's registration rights are
<PAGE> 8
transferable to any transferee of Shares. The Stock Purchase Agreement
also provides for indemnification and contribution among MMD, the Issuer,
and any underwriter with respect to certain liabilities arising in
connection with any such registration.
The Warrant provides for Piggyback Rights and Demand Rights for the
Warrant Shares substantially similar to such rights applicable to the
Shares, except that (i) Piggyback Rights and Demand Rights for the Warrant
Shares are effective from December 11, 1994, through December 10, 2001;
(ii) Demand Rights must be exercised for a minimum of at least 150,000
Warrant Shares or Warrant Shares having an aggregate market value of at
least $1,500,000; and (iii) no separate provision is made for Short Form
Rights.
FINDER'S FEE. MMD and the Issuer have represented to each other in
the Stock Purchase Agreement that neither of them is or will be obligated
for any finder's fee or commission in connection with MMD's acquisition of
the Shares and the Warrant.
ANTIDILUTION ADJUSTMENTS. The Warrant provides for proportionate
adjustment of the number of shares of Common Stock subject to the Warrant
and of the price per share to be paid upon exercise of the Warrant in the
event of any subdivision or reclassification of the Common Stock, any
recapitalization, merger, or consolidation of the Issuer, any transfer or
sale of substantially all of the Issuer's assets, and in certain other
events.
PRODUCT RESEARCH AND DEVELOPMENT COLLABORATION. The Research
Agreement provides that the Issuer and MMD will collaborate on research
involving certain identified target substances to identify, assess, and
develop manufacturing methods and pharmaceutical formulations for
substances that might be used to treat human disease. MMD is to have the
exclusive worldwide license to make, use, and sell Products developed
pursuant to the Research Agreement in return for a royalty payable to the
Issuer of the higher applicable rate of (i) 6% of net sales of Products
covered by patents until the expiration of the last patent applicable
thereto; or (ii) 2% of net sales of Products not covered by patents for a
period of 10 years from the date of first commercial sale in each
respective country. The term of the Collaboration Agreement expires on the
later of December 31, 1997, or the last date royalties are payable
thereunder, unless sooner terminated or extended. MMD has the right to
terminate the Research Agreement at any time after February 9, 1993, upon
six months advance written notice.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT A Stock Purchase Agreement (including form of Common
Stock Purchase Warrant) dated December 11, 1992, by and
between MMD and the Issuer.
EXHIBIT B Collaborative Research and License Agreement dated
December 11, 1992, by and between MMD and the Issuer
(without exhibits).
EXHIBIT C Agreement to File Jointly by and between MMD and Dow.
EXHIBIT D Information concerning directors and executive officers
of MMD.
<PAGE> 9
EXHIBIT E Information concerning directors and executive officers
of Dow.
<PAGE> 10
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.
MARION MERRELL DOW INC.
Date: November 14, 1994 By: /s/ Rebecca R. Tilden
-----------------------------------
Rebecca R. Tilden
Vice President, Assistant General
Counsel and Assistant Corporate
Secretary
<PAGE> 11
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.
THE DOW CHEMICAL COMPANY
Date: November 14, 1994 By: /s/ Enrique C. Falla
------------------------------------
Enrique C. Falla
Chief Financial Officer and Executive
Vice President
<PAGE> 12
EXHIBIT INDEX
Exhibit A Stock Purchase Agreement (including form of Stock Purchase
Warrant) dated December 11, 1992, by and between MMD and the
Issuer (incorporated by reference from Exhibit A to MMD's
report on Schedule 13-D dated December 11, 1992, with
respect to the Issuer (the "Original 13-D")).
Exhibit B Collaborative Research and License Agreement dated December
11, 1992, by and between MMD and the Issuer (incorporated by
reference from Exhibit B to the Original 13-D).
Exhibit C Agreement to File Jointly by and between MMD and Dow
(incorporated by reference from Exhibit C to the Original
13-D).
Exhibit D Information concerning directors and executive officers of
Marion Merrell Dow Inc. (incorporated by reference from
Exhibit D to Amendment No. 1 to the Original 13-D dated
December 11, 1992 ("Amendment No. 1")).
Exhibit E Information concerning directors and executive officers of
The Dow Chemical Company (incorporated by reference from
Exhibit E to Amendment No. 1).
