SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Amendment No. 2
IMMULOGIC PHARMACEUTICAL CORPORATION
----------------------------
(Name of Issuer)
Common Stock par value $.01 per share
- ---------------------------------------------------------------------------
(Title of Class of Securities)
45252R 10 0
-----------------
(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)
December 12, 1994
-------------------------------------------------------
(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 1 of 12
Exhibit Index is located at page 12
<PAGE> 2
CUSIP No. 45252R 10 0
___________________________________________________________________________
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 1,250,000*
Number of ____________________________________________________________
Shares
Beneficially 8) Shared Voting Power 0
Owned by ____________________________________________________________
Each
Reporting 9) Sole Dispositive Power 1,250,000*
Person With ____________________________________________________________
10) Shared Dispositive Power 0
___________________________________________________________________________
11) Aggregate Amount Beneficially Owned 1,250,000*
by Each Reporting Person
___________________________________________________________________________
12) Check Box If the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
___________________________________________________________________________
13) Percent of Class Represented 8.2%
by Amount in Row (11)
___________________________________________________________________________
14) Type of Reporting Person CO
___________________________________________________________________________
* Includes 250,000 shares that may be acquired on or before December 17,
1996, upon exercise of a stock option.
<PAGE> 3
CUSIP No. 45252R 10 0
___________________________________________________________________________
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 AF
___________________________________________________________________________
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 1,250,000*
Number of ____________________________________________________________
Shares
Beneficially 8) Shared Voting Power 0
Owned by ____________________________________________________________
Each
Reporting 9) Sole Dispositive Power 1,250,000*
Person With ____________________________________________________________
10) Shared Dispositive Power 0
___________________________________________________________________________
11) Aggregate Amount Beneficially Owned 1,250,000*
by Each Reporting Person
___________________________________________________________________________
12) Check Box If the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
___________________________________________________________________________
13) Percent of Class Represented 8.2%
by Amount in Row (11)
___________________________________________________________________________
14) Type of Reporting Person CO
___________________________________________________________________________
* Includes 250,000 shares that may be acquired on or before December 17,
1996, upon exercise of a stock option.
<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 17, 1991, with respect to the Common Stock
of ImmuLogic Pharmaceutical Corporation, 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 to reflect an amendment to the Stock
Purchase Agreement (described hereinafter), increasing the term of the
stock purchase option granted thereunder from three years to five years,
and extending the expiration date of such option from December 17, 1994 to
December 17, 1996. 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 ImmuLogic Pharmaceutical Corporation, a
Delaware corporation (the "Issuer").
The principal executive offices of the Issuer are located at 610
Lincoln Street, Waltham, Massachusetts 02154.
ITEM 2. IDENTITY AND BACKBROUND.
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 at Item 2 of Amendment No. 1 to this Schedule
13D filed with the Securities and Exchange Commission on March 3, 1992,
which is incorporated herein by reference.
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
at Item 2 of Amendment No. 1 to this Schedule 13D filed with the Securities
and Exchange Commission on March 3, 1992, which is incorporated herein by
reference.
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) Incorporated by reference from Item 2 of Amendment No. 1 to this
Schedule 13D filed with the Securities and Exchange Commission on
March 3, 1992.
<PAGE> 5
(b) Incorporated by reference from Item 2 of Amendment No. 1 to this
Schedule 13D filed with the Securities and Exchange Commission on
March 3, 1992.
(c) Incorporated by reference from Item 2 of Amendment No. 1 to this
Schedule 13D filed with the Securities and Exchange Commission on
March 3, 1992.
(d) Neither MMD nor Dow has been convicted in a criminal proceeding
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) Incorporated by reference from Item 2 of Amendment No. 1 to this
Schedule 13D filed with the Securities and Exchange Commission on
March 3, 1992.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On December 17, 1991, MMD purchased from the Issuer 1,000,000 shares
(the "Shares") of common stock of the Issuer ("Common Stock") for a
purchase price of $18.00 per share (aggregating $18,000,000), and an option
(the "Option") exercisable during the three-year period ending December 17,
1994, to purchase up to 250,000 additional shares of Common Stock (the
"Option Shares") at $35.00 per share for $1,162,500. By the terms of an
amendment dated December 12, 1994, the term during which the Option is
exercisable was extended to December 17, 1996. 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 Option pursuant to the terms of a
certain Stock Purchase Agreement dated November 20, 1991, as amended by an
amendment dated December 12, 1994, by and between MMD and the Issuer (the
"Stock Purchase Agreement"). The discussion of the Stock Purchase
Agreement contained in this Schedule is qualified in its entirety by
reference to such Agreement, a copy of which is set forth as Exhibit B to
the Schedule 13D and incorporated herein by reference.
MMD acquired the Shares and the Option for investment purposes. At
<PAGE> 6
the time of the acquisition, MMD believed that the Shares and the Option
represented an attractive investment opportunity. 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
Option 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.
Although the purchase of the Shares and the Option 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 Option.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) MMD beneficially owns 1,000,000 shares of the Issuer's Common
Stock and an option to purchase an additional 250,000 shares, for
aggregate beneficial ownership of 1,250,000 shares representing
8.2 percent of the Issuer's Common Stock outstanding at September
30, 1994, giving effect to the issuance of the Shares and the
Option Shares. To the best knowledge of MMD and Dow, no shares
of Common Stock are beneficially owned by any of the executive
officers or directors of MMD or Dow except as may be set forth in
any amendment hereto (except to the extent that any executive
officer or director may be deemed to be the beneficial owner of
shares held by the undersigned by reason of such person's
relationship to MMD or Dow, which deemed beneficial ownership, if
any, is expressly disclaimed).
<PAGE> 7
(b) MMD has the sole power to vote and dispose of the Common Stock.
(c) None, except for the acquisition of the Shares and the Option by
MMD on December 17, 1991, as described in Item 3 above, the text
of which is incorporated herein by reference.
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, AGRANGEMENTS, 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 preliminary agreement (the "Preliminary
Agreement") relating to the joint development and worldwide
commercialization of certain of the Issuer's human allergy therapeutic
products, as more particularly described therein (the Products"), which
describes certain relationships and arrangements between MMD and the
Issuer. The Preliminary Agreement provides that it will terminate if MMD
and the Issuer have not entered into a formal collaboration agreement (the
"Collaboration Agreement") for the purposes set forth in the Preliminary
Agreement by February 28, 1992, which time may be extended by agreement of
the parties. The discussion of the Preliminary Agreement contained in this
Schedule is qualified in its entirety by reference to such Agreement, a
copy of which is set forth as Exhibit C to the Schedule 13D and
incorporated herein by reference.
The Stock Purchase Agreement provides for certain rights and
restrictions with respect to the Shares and the Option Shares. The
Preliminary Agreement provides, and the Collaboration Agreement is to
provide, 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 Preliminary 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 Preliminary Agreement are
not complete and are qualified in their entirety by reference to such
Agreements, copies of which are set forth as Exhibits B and C to the
Schedule 13D and incorporated herein by reference.
STANDSTILL AGREEMENT. The Stock Purchase Agreement provides that
until December 17, 1995, MMD will not, without the consent of the Issuer,
acquire any voting securities of the Issuer, or any right to acquire voting
securities of the Issuer, if after such acquisition (and giving effect to
the exercise of any such rights) MMD would own of record or beneficially in
the aggregate more than 20% of the voting securities of the Issuer
(assuming the exercise of all outstanding rights or options to acquire
voting securities of the Issuer). If MMD's beneficial ownership exceeds
the 20% limit as a result of a reduction of the Issuer's outstanding
shares, a recapitalization, or otherwise due to action by the Issuer, MMD
will not be required to reduce its beneficial ownership to the 20% limit.
If MMD's beneficial ownership exceeds the 20% limit due to a repurchase of
shares by the Issuer, MMD may require the Issuer to repurchase from MMD, at
the then-current market price, that number of shares required to reduce
MMD's beneficial ownership to 20%. Except as otherwise provided in the
Stock Purchase Agreement, MMD must sell any shares of the Issuer's voting
<PAGE> 8
securities it may beneficially own in excess of the 20% limit.
REGISTRATION RIGHTS. The Stock Purchase Agreement provides for
registration for sale to the public of the Shares and the Option 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 Option Shares owned by MMD and having an
anticipated aggregate offering price of at least $10,000,000 ("Demand
Rights"), or (iii) for an offering of Shares or Option 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 17, 1992, through December 31, 1995; (ii) Demand Rights on
two occasions from December 17, 1993, through May 30, 1998; and (iii) Short
Form Rights on six occasions at any time the Issuer is eligible to register
securities on Form S-3 through May 30, 1998. 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 transferable to any transferee of Shares or Option
Shares in a transaction other than pursuant to an effective registration
statement or pursuant to a sale under SEC Rule 144. 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.
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 Option.
ANTIDILUTION ADJUSTMENTS. The Stock Purchase Agreement provides for
proportionate adjustment of the number of shares of Common Stock subject to
the Option and of the price per share to be paid upon execution of the
Option 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 COMMERCIALIZATION COLLABORATION. The Preliminary Agreement
provides, and the Collaboration Agreement is to provide, that the Issuer
will develop, manufacture, and participate with MMD in the marketing of the
Products in the United States, and the Issuer will retain 50.1% of the
profits from the commercialization effort in the United States. MMD is to
develop and market the Products outside the United States, and will pay the
Issuer a royalty equal to 44.9% of the profits from the foreign
commercialization effort. MMD is to manufacture the Products for markets
in Japan and the Far East, and the parties are to determine jointly the
manufacturing arrangements for other foreign markets. Upon execution of
the Collaboration Agreement, MMD is to make a $7,000,000 license payment to
the Issuer. MMD is to provide further license payments annually and upon
achievement of certain development milestones, up to an aggregate maximum
of $35,000,000, 50% of which will be recoverable by MMD from the Issuer's
share of future profits. MMD is to have a right of first offer with
respect to product opportunities in the field of allergic rhinitis and
asthma developed by the Issuer during the four-year period following the
effective date of the Collaboration Agreement and, for an additional three-
year period, a right of first offer with respect to products in the same
field that the Issuer has determined to commercialize with a third party.
<PAGE> 9
MMD also is to provide a credit facility to the Issuer to assist the Issuer
in the management of working capital and anticipated cash flow deficits for
the lesser of five years or until cash flow from their collaboration is
positive. The term of the Collaboration Agreement is to be 20 years,
automatically renewable thereafter for successive terms of one year each
unless terminated by either party by notice given at least 60 days prior to
a renewal date. MMD will have the right to terminate the Collaboration
Agreement after the earlier of three years or the date on which it is
determined that the Products will be unsafe or ineffective for the purposes
provided for in the Preliminary Agreement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT A No longer applicable.
EXHIBIT B Stock Purchase Agreement dated November 20, 1991, by
and between MMD and the Issuer.
EXHIBIT C Preliminary Agreement dated November 20, 1991, by and
between MMD and the Issuer.
EXHIBIT D Agreement to File Jointly dated December 23, 1991, by
and between MMD and 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: December 22, 1994 By:
-----------------------------------
William K. Hoskins
Vice President, General Counsel and
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.
MARION MERRELL DOW INC.
Date: December 22, 1994 By:
-----------------------------------
David T. Buzzelli
Vice President, Environment, Health and
Safety, Public Affairs, and Information
Systems
<PAGE> 12
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
A No longer applicable.
B Stock Purchase Agreement dated November 20, 1991,
by and between MMD and the Issuer (incorporated
by reference from Exhibit B of the Schedule 13D).
C Preliminary Agreement dated November 20, 1991, by
and between MMD and the Issuer (incorporated
by reference from Exhibit C of the Schedule 13D).
D Agreement to File Jointly dated December 23, 1991,
by and between MMD and Dow (incorporated
by reference from Exhibit D of the Schedule 13D).
