SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ARIAD PHARMACEUTICALS, INC.
----------------------------
(Name of Issuer)
Common Stock par value $.001 per share
- ---------------------------------------------------------------------------
(Title of Class of Securities)
04033A 10 0
-----------------
(CUSIP Number)
William K. Hoskins, Esq.
General Counsel, Hoechst Marion Roussel, Inc.
General Counsel, HMR Pharma, Inc.
10236 Marion Park Drive
Kansas City, Missouri 64137-1405
(816) 966-4000
- ---------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 18, 1997
-------------------------------------------------------
(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)(3) or (4), check the
following box. [ ]
Page 1 of 14
Exhibit Index is at Page 9
<PAGE> 2
CUSIP No. 04033A 10 0
___________________________________________________________________________
1) Name of Reporting Person and its Hoechst Marion Roussel, Inc.
I.R.S. Identification Number 44-0565557
___________________________________________________________________________
2) Check the Appropriate Box if (a)[ ]
a Member of a Group (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
___________________________________________________________________________
7) Sole Voting Power 2,526,316
Number of ____________________________________________________________
Shares
Beneficially 8) Shared Voting Power 0
Owned by ____________________________________________________________
Each
Reporting 9) Sole Dispositive Power 2,526,316
Person With ____________________________________________________________
10) Shared Dispositive Power 0
___________________________________________________________________________
11) Aggregate Amount Beneficially Owned 2,526,316
by Each Reporting Person
___________________________________________________________________________
12) Check Box If the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
___________________________________________________________________________
13) Percent of Class Represented 11.72%
by Amount in Row (11)
___________________________________________________________________________
14) Type of Reporting Person CO
___________________________________________________________________________
<PAGE> 3
CUSIP No. 04033A 10 0
___________________________________________________________________________
1) Name of Reporting Person and its HMR Pharma, Inc.
I.R.S. Identification Number 43-1769328
___________________________________________________________________________
2) Check the Appropriate Box if (a)[ ]
a Member of a Group (b)[ ]
___________________________________________________________________________
3) SEC Use Only
___________________________________________________________________________
4) Source of Funds Not applicable
___________________________________________________________________________
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 2,526,316
Number of ____________________________________________________________
Shares
Beneficially 8) Shared Voting Power 0
Owned by ____________________________________________________________
Each
Reporting 9) Sole Dispositive Power 2,526,316
Person With ____________________________________________________________
10) Shared Dispositive Power 0
___________________________________________________________________________
11) Aggregate Amount Beneficially Owned 2,526,316
by Each Reporting Person
___________________________________________________________________________
12) Check Box If the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
___________________________________________________________________________
13) Percent of Class Represented 11.72%
by Amount in Row (11)
___________________________________________________________________________
14) Type of Reporting Person CO
___________________________________________________________________________
<PAGE> 4
This Statement on Schedule 13D (the "Schedule 13D") with respect to
the Common Stock of Ariad Pharmaceuticals, Inc. (the "Issuer"), is filed
jointly by Hoechst Marion Roussel, Inc., a Delaware corporation ("HMRI"),
and HMR Pharma, Inc., a Delaware corporation ("Pharma"), to report (i) the
acquisition by HMRI of beneficial ownership of shares of common stock of
the Issuer and a contingent obligation to acquire additional shares in the
future in connection with the formation of a joint venture between HMRI and
the Issuer, and (ii) the possible deemed acquisition of indirect beneficial
ownership of securities of the Issuer by Pharma due to Pharma's majority
beneficial ownership interest in HMRI. The filing of this Statement on
behalf of Pharma shall not be construed as an admission that Pharma is, for
the purposes of Section 13(d) of the Securities Exchange Act of 1934, the
beneficial owner of any securities covered by this Statement.
ITEM 1. SECURITY AND ISSUER.
- ------- --------------------
The securities to which this Schedule relates are shares of common
stock, par value $.001 per share ("Common Stock"), of Ariad
Pharmaceuticals, Inc., a Delaware corporation (the "Issuer"). The Issuer's
principal executive offices are at 26 Landsdowne Street, Cambridge,
Massachusetts 02139
ITEM 2. IDENTITY AND BACKGROUND.
- ------- ------------------------
(a) - (c), (f) This Schedule is filed on behalf of Hoechst Marion
Roussel, Inc., a Delaware corporation ("HMRI"), and HMR Pharma, Inc., a
Delaware corporation ("Pharma"). The principal place of business and
principal office of HMRI and Pharma are at 10236 Marion Park Drive, Kansas
City, Missouri 64137-1405. The principal business of HMRI is the
discovery, development, manufacturing, marketing, and sale of pharmaceuti-
cal compounds for the treatment of human diseases. Pharma is a holding
company for most of the U.S. pharmaceutical operations of, and a wholly
owned subsidiary of, Hoechst Aktiengesellschaft, a German corporation
("Hoechst AG"), which is a multinational pharmaceutical and chemical
company headquartered in Frankfurt, Germany. Information as to the
executive officers and directors of HMRI and Pharma is set forth in Exhibit
99.A hereto. Information as to the executive officers and directors of
Hoechst AG is set forth in Exhibit 99.B hereto.
Pharma owns approximately 98.2% of HMRI's outstanding capital stock
and is filing this Schedule solely with respect to its potential deemed
indirect beneficial ownership of the Issuer's securities, which is solely
incidental to its ownership of HMRI securities. Pharma does not own
directly any securities of the Issuer.
(d) - (e) During the last five years, neither HMRI, Pharma, nor, to
their knowledge, Hoechst AG or any of the persons listed in Exhibits 99.A
or 99.B hereto, has been convicted in a criminal proceeding (excluding
traffic violations and similar misdemeanors). During the last five years,
neither HMRI nor Pharma nor, to their knowledge, Hoechst AG or any of the
persons listed in Exhibits 99.A or 99.B hereto, 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.
<PAGE> 5
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
- ------- --------------------------------------------------
On March 18, 1997, HMRI purchased 2,526,316 shares (the "Shares") of
the Series B Convertible Preferred Stock, par value $.01 per share
(Preferred Stock"), of the Issuer for $24,000,000. Each share of Preferred
Stock is convertible into one share of Common Stock. The source of funds
for the acquisition was the working capital of HMRI. None of such
consideration was borrowed or otherwise obtained for the purpose of
acquiring, holding, trading, or voting the Shares.
ITEM 4. PURPOSE OF TRANSACTION.
- ------- -----------------------
HMRI purchased the Shares pursuant to the provisions of a Joint
Venture Master Agreement dated March 4, 1997 (the "JV Agreement"), by and
between HMRI and the Issuer. The JV Agreement provides for the creation of
a Delaware limited liability company, in which HMRI and the Issuer will
have equal interests, to be known as the Hoechst-Ariad Genomics Center, LLC
(the "Joint Venture"). The purpose of the Joint Venture is to employ
state-of-the-art technologies in molecular and cellular genetics and
bioinformatics to analyze human genes and identify those that encode novel
therapeutic proteins or targets for small-molecule drug discovery. The
description of the JV Agreement herein is qualified in its entirety by
reference to such agreement, a copy of which is set forth as Exhibit 99.D
hereto.
(a) Under the JV Agreement, the Issuer has the right to require HMRI
to purchase additional shares of Preferred Stock in 1999, 2000, 2001, and
2002 for an aggregate of up to $25,000,000, the actual number of shares to
be determined in accordance with a predefined pricing formula, but not to
exceed an aggregate of 1,800,000 shares. In addition, the Issuer may elect
to repay certain loans from HMRI (described in (c) below) in either cash or
shares of Preferred Stock.
(c) The JV Agreement provides for each of HMRI and the Issuer to make
an initial capital contribution to the Joint Venture of $625,000, and
thereafter to make additional capital contributions on a quarterly basis,
in such amounts as they agree are necessary to fund the operating expenses
of the Joint Venture. Each additional capital contribution is to be paid
one-half by the Issuer and one-half by HMRI (with the sharing percentage
subject to adjustment in certain events). The parties have agreed that
additional capital contributions will aggregate approximately $85,000,000
through 2002. If any year's operating expenses exceed the minimum capital
contribution for such year, HMRI and the Issuer may agree to make
supplemental capital contributions to the Joint Venture, one-half payable
by each of them, to cover such excess. In any such case, if the Issuer so
requests, HMRI has agreed to lend the Issuer funds sufficient to pay the
Issuer's portion of such supplemental capital contribution. Any such loan
will bear interest and must be repaid no later than March 4, 2003, unless
the parties agree to other terms. The JV Agreement also calls for HMRI and
the Issuer to license certain proprietary rights and technology to each
other and to the Joint Venture, and for the Joint Venture to license
certain rights and technology developed under the JV Agreement to HMRI and
the Issuer.
(b), (d)-(j) Except as specifically set forth in this Schedule,
neither HMRI, Pharma, nor Hoechst AG has any plans or proposals that relate
to or would result in any of the events described in paragraphs (a) through
<PAGE> 6
(j) of this Item. However, any of such persons may elect to acquire or
dispose of securities of the Issuer in the future, depending on its
evaluation of the Issuer's business, prospects, and financial condition,
the market for the Common Stock, other opportunities available to HMRI and
its affiliates, prospects for the businesses of HMRI and its affiliates,
general economic conditions, money and stock market conditions,and other
future developments.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
- ------- -------------------------------------
(a), (c) On March 18, 1997, HMRI purchased directly from the Issuer
2,526,316 shares of Preferred Stock for a purchase price of $9.50 per share
(an aggregate of $24,000,000). The Shares are convertible into Common Stock
on a share-for-share basis and represent approximately 11.72 percent of the
Issuer's Common Stock outstanding at October 14, 1996, on a fully-diluted
basis. Except as may be set forth in any subsequent amendment to this
Schedule, neither Hoechst AG nor Pharma, nor any executive officer or
director of Hoechst AG, HMRI, or Pharma, beneficially owns any of the
Shares or any other shares of Common Stock other than through their
beneficial ownership, if any, of stock of Hoechst AG, Pharma, or HMRI.
Pharma, which is a wholly-owned subsidiary of Hoechst AG, beneficially owns
approximately 98.2% of the outstanding stock of HMRI but does not own any
of the Shares and disclaims beneficial ownership thereof.
(b) HMRI has sole power to vote and to dispose of the Shares.
Neither Hoechst AG, Pharma, nor any executive officer or director of either
HMRI, Pharma, or Hoechst AG has any power to vote or to direct the vote, or
to dispose of or to direct the disposition of, the Shares except to the
extent that Hoechst AG, Pharma, or any such executive officer or director
may be deemed to have any such power by reason of such person's relation-
ship to or position with HMRI, Pharma, or Hoechst AG.
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH
- ------- RESPECT TO SECURITIES OF THE ISSUER.
---------------------------------------------------------------
The JV Agreement provides that the Issuer may require HMRI to purchase
additional shares of Preferred Stock (the "Additional Shares") in 1999,
2000, 2001, and 2002 for an aggregate of up to $25,000,000, the actual
number of shares to be determined in accordance with a predefined pricing
formula, but not to exceed an aggregate of 1,800,000 shares. In addition,
the Issuer may elect to repay certain loans from HMRI, as provided for in
the JV Agreement, in either cash or shares of Preferred Stock.
HMRI and the Issuer are parties to a Stock Purchase, Standstill and
Registration Rights Agreement dated March 4, 1997 (the "Registration Rights
Agreement"), which provides for the Purchase of the Shares and the
Additional Shares as well as for certain rights with respect to
registration under the Securities Act of 1933, as amended (the "Act"), of
shares of Common Stock received upon conversion of the Preferred Stock
("Registrable Securities"). If at any time following the occurrence of a
"Restriction Termination Event", the Issuer proposes to register any of its
securities under the Act (excluding certain types of registration), either
for its own account or for the account of other security holders, the
<PAGE> 7
Issuer has agreed in the Registration Rights Agreement to use its best
efforts to include in such registration the Registrable Securities
requested to be so included by HMRI, subject to any reduction in the number
of shares as may be required by the Issuer's underwriters. In addition,
subject to certain conditions, HMRI may require the Issuer, on not more
than one occasion, to file a registration statement on Form S-3 under the
Act with respect to Registrable Securities having an anticipated aggregate
offering price of at least $2,000,000, provided that if any such
registration relates to more than five percent of the Issuer's outstanding
Common Stock, the shares must be distributed through a firm commitment
underwriting. In general, a "Restriction Termination Event" occurs upon
termination of the Joint Venture or a change of control of the Issuer.
The Registration Rights Agreement also provides that, if requested by
the Issuer in connection with a public offering of any of the Issuer's
securities, HMRI will refrain from selling or disposing of any securities
of the Issuer without the consent of the underwriters of the public
offering for a period following the effective date of the related
registration statement of not more than 180 days, provided that directors
and executive officers of the Issuer and other persons having registration
rights also agree to such restriction.
The description of the Registration Rights Agreement is qualified in
its entirety by reference to such agreement, a copy of which is set forth
as Exhibit 99.E hereto.
Other than the Registration Rights Agreement and the JV Agreement,
there are no contracts, arrangements, understandings or relationships
between or among HMRI, Pharma, and/or Hoechst AG and any other person with
respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
- ------- ---------------------------------
Exhibit 99.A Information concerning directors and executive officers of
HMRI and Pharma
Exhibit 99.B Information concerning directors and executive officers of
Hoechst AG
Exhibit 99.C Agreement to File Jointly dated March 28, 1997, by and
between HMRI and Pharma
Exhibit 99.D Joint Venture Master Agreement dated March 4, 1997, by and
between HMRI and the Issuer
Exhibit 99.E Stock Purchase, Standstill and Registration Rights Agreement
dated March 4, 1997, by and between HMRI and the Issuer
<PAGE> 8
SIGNATURES
----------
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
HOECHST MARION ROUSSEL, INC.
Date: March 28, 1997 By: /s/ James P. Mitchum
James P. Mitchum
Vice President and
Chief Financial Officer
HMR PHARMA, INC.
Date: March 28, 1997 By: /s/ Rebecca R. Tilden
Rebecca R. Tilden
Vice President and
Assistant Secretary
<PAGE> 9
EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ------------ ---------
99.A Information concerning directors and 10
executive officers of HMRI and Pharma
99.B Information concerning directors and 12
executive officers of Hoechst AG.
99.C Agreement to File Jointly dated March 28, 14
1997, by and between HMRI and Pharma
99.D Joint Venture Master Agreement dated
March 4, 1997, by and between HMRI and
the Issuer (to be filed by amendment)
99.E Stock Purchase, Standstill and Registration
Rights Agreement dated March 4, 1997, by and
between HMRI and the Issuer (to be filed by
amendment)
<PAGE> 10
Exhibit 99.A
DIRECTORS AND OFFICERS OF HOECHST MARION ROUSSEL, INC. AND HMR PHARMA, INC.
- ---------------------------------------------------------------------------
The following sets forth the name, title, business address, and
present principal occupation of each of the directors and executive
officers of HMRI and Pharma as of January 1, 1997. Each is a citizen of
the United States unless otherwise indicated.
Name Title Address
- ---- ----- -------
Peter W. Ladell Chief Operating Officer 10236 Marion Park Drive
(Citizen of Canada) of the Pharmaceutical Kansas City, MO 64137
Division of Hoechst AG;
President and Chief
Executive Officer of
HMRI; President and
Chairman of the Board
of Pharma
James P. Mitchum Vice President and 10236 Marion Park Drive
Chief Financial Kansas City, MO 64137
Officer of HMRI; Vice
President and
Director of Pharma
Kevin M. Hartley Vice President and 10236 Marion Park Drive
Treasurer of HMRI; Kansas City, MO 64137
Vice President and
Treasurer of Pharma
Richard J. Markham Chief Executive Officer Hoechst AG
of the Pharmaceutical 56926 Frankfurt Main
Divisions of Hoechst Germany
AG; Director of HMRI
Jean-Pierre Godard President of the Board Roussel Uclaf S.A.
(Citizen of France) of Roussel Uclaf and 102, route de Noisy
Director of HMRI Romainville, France
Horst Waesche Member of the Board of Hoechst AG
(Citizen of Germany) Management; Pharmaceu- 65926 Frankfurt Main
tical and Diagnostics Germany
Divisions; Schwarzkopf
of Hoechst AG and
Director of HMRI
Tommy R. White Vice President, 10236 Marion Park Drive
Human Resources and Kansas City, MO 64137
Corporate Relations
of HMRI
Kirk R. Schueler Vice President, U. S. 10236 Marion Park Drive
Commercial Director Kansas City, MO 64137
of HMRI
<PAGE> 11
Charles A. Portwood Vice President, 10236 Marion Park Drive
Operations, of HMRI Kansas City, MO 64137
William K. Hoskins Vice President, 10236 Marion Park Drive
General Counsel and Kansas City, MO 64137
Corporate Secretary
of HMRI; Vice
President and
Secretary of Pharma
Rebecca R. Tilden Vice President and 10236 Marion Park Drive
Assistant Secretary Kansas City, MO 64137
of Pharma
<PAGE> 12
EXHIBIT 99.B
DIRECTORS AND EXECUTIVE OFFICERS OF HOECHST AG.
- -----------------------------------------------
The following table sets forth the name and present principal
occupation or employment of each member of the Supervisory Board and the
Board of Management of Hoechst AG. The business address of each of them is
Hoechst AG, 65926 Frankfurt Main, Germany. Except as otherwise indicated,
all such persons are citizens of Germany and each occupation listed refers
to employment with Hoechst AG.
Name Principal Present Occupation
- ---- ----------------------------
SUPERVISORY BOARD
Prof. Dr. rer. nat. Honorary Chairman of the Supervisory Board
Dr. h.c. mult
Rolf Sammet
Erhard Bouillon Chairman of the Supervisory Board
Arnold Weber Deputy Chairman of the Supervisory Board;
Chemical & textile laboratory technician;
Chairman of the Central Works Council and the
Group Works Council of Hoechst AG
Dr.-Ing. E.h. Member of the Supervisory Board
Willi Esser Mechanic; Member of the Central Works Council
of Hoechst AG
Dietrich-Kurt Frowein Member of the Board of Management of
Commerzbank AG
Dr. jur. Dr. h.c. mult. Member of the Supervisory Board
Kurt Furgler (Citizen
of Switzerland)
Prof. Dr. rer. nat. Member of the Supervisory Board
Dr.-Ing. E.h.
Heinz Harnisch
Juergen Hilger Computer specialist, Member of the Central
Works Council and the Group Works Council of
Hoechst AG
Dr. rer. nat. Graduate Chemist; Chairman of
Ingolf Hornke the Senior Executives' Committee of
Hoechst AG
Khaled. Saleh Buhamrah Chairman & Managing Director of Petrochemical
(Citizen of Kuwait) Industries Co., Kuwait
Hermann-Heinz Konrad Graduate Engineer; Deputy Chairman of the
Senior Executives' Committee of Hoechst AG
Rainer Kumlehn Electrician; Regional Head of the IG Chemie-
Papier-Keramik Hessen
<PAGE> 13
Prof. Dr. rer. nat. President, Max-Planck-Gesellschaft, Munich
Dr. rer. nat. h.c.
Hubert Markl
Juergen Sarrazin Chairman of the Board of Managing Directors
of Dresdner Bank AG
Egon Schaefer Electrician; Deputy Chairman of IG Chemie-
Papier-Keramik
Dr. jur. Chairman of the Board of Management of
Hans-Juergen Schinzler Muenchner Rueckversicherungs-Gesellschaft
Konrad Starnecker Skilled Chemical Plant Operative; Member of
the Central Works Council of Hoechst AG
Wolfgang Vetter Fitter; Member of the Central Works
Council of Hoechst AG
Kurt F. Viermetz Vice Chairman of J.P. Morgan & Co. Inc.
Adam Wegehingel Machinist; Member of the Council of the
Gersthofen of Hoechst AG
BOARD OF MANAGEMENT
- -------------------
Juergen Dormann Chairman of the Board of Management
Dr. Ernest H. Drew, Ph.D. Member of the Board of Management; Chemicals,
(United States Citizen) Specialty Chemicals, Technical Polymers
Divisions
Prof. Dr. rer. nat. Member of the Board of Management;
Utz-Hellmuth Felcht Director of Personnel; Research; Herberts,
SGL Carbon, Hoechst CeramTec
Dipl. -Kfm. Member of the Board of Management;
Justus Mische Europe, Africa; Materials Management
Dr. -Ing. Member of the Board of Management; Messer
Ernst Schadow Griesheim, Uhde; Engineering and
Environmental Protection; Hoechst Site
Dr. Klaus J. Schmieder Member of the Board of Management
Dr. rer. nat. Member of the Board of Management;
Karl-Gerhard Seifert Pharmaceutical and Diagnostics Divisions;
Schwarzkopf
Claudio Sonder Member of the Board of Management; Member of
(Citizen of Brazil) the Supervisory Board of Hoechst Schering
AgrEvo GmbH; and Chairman of the Supervisory
Board of Hoechst do Brasil, San Paulo
Dipl.-Ing. Member of the Board of Management; Asia;
Horst Waesche AgrEvo; Hoechst Veterinar; Informatics and
Communication
<PAGE> 14
EXHIBIT 99.C
AGREEMENT TO FILE JOINTLY
We, the undersigned, hereby express our agreement that the Schedule
13D to which this Agreement is appended is filed on behalf of each of us.
HOECHST MARION ROUSSEL, INC.
Date: March 28, 1997 By: /s/ James P. Mitchum
James P. Mitchum
Vice President and
Chief Financial Officer
HMR PHARMA, INC.
Date: March 28, 1997 By: /s/ Rebecca R. Tilden
Rebecca R. Tilden
Vice President and
Assistant Secretary
