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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
SIBIA NEUROSCIENCES, INC.
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(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE
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(Title of Class of Securities)
825732100
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(CUSIP Number)
CELIA A. COLBERT
MERCK & CO., INC.
ONE MERCK DRIVE
WHITEHOUSE STATION, NEW JERSEY 08889
(908) 423-1000
COPIES TO:
GARY P. COOPERSTEIN, ESQ.
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
ONE NEW YORK PLAZA
NEW YORK, NEW YORK 10004
(212) 859-8000
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(Name, Address and Telephone Number of Person Authorized to Receive
Notice and Communication)
November 12, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person had previously filed a statement on Schedule 13G to
report the acquisition that is the subject to this Schedule 13D, and is filing
this schedule because of s5.ss.240.13d-1(e), 240.13d-1(f) or 240. 13(g),
check the following box. / /
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* This represents the final amendment.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240. 13d-7 (b) for
other parties to whom copies are to be sent.
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CUSIP No. 825732100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MERCK & CO., INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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 7 SOLE VOTING POWER
SHARES (SEE ITEM 5 )
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH - 0 -
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH (SEE ITEM 5)
10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(SEE ITEM 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) [ ]
100%
14 TYPE OF REPORTING PERSON
CO
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CUSIP No. 825732100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MC SUBSIDIARY CORP.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
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
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH -0-
REPORTING 9 SOLE VOTING POWER
PERSON WITH -0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(SEE ITEM 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / /
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
FORMERLY a CO
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This Amendment No. 2 to Schedule 13D (which constitutes the Final
Amendment) amends and supplements the Schedule 13D originally filed on August
6, 1999, as amended and supplemented by Amendment No. 1 filed on September 3,
1999 (the "Schedule 13D") by Merck & Co., Inc., a New Jersey corporation
("Merck") and MC Subsidiary Corp., a Delaware corporation and a direct wholly
owned subsidiary of Merck ("Merger Sub"), relating to the tender offer by
Merger Sub to purchase all of the outstanding shares of common stock, par
value $.001 per share ("Issuer Common Stock"; and, together with the associated
stock purchase rights, the "Shares"), of SIBIA Neurosciences, Inc., a Delaware
corporation (the "Issuer"), at $8.50 per Share in cash without interest, and
the subsequent merger (the "Merger") of Merger Sub with and into Issuer upon
the terms and subject to the conditions set forth in the Agreement and Plan of
Merger, dated as of July 30, 1999, by and among Merck, Issuer and Merger Sub
(the "Merger Agreement").
ITEM 4. PURPOSE OF TRANSACTION.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
Item 4 and Items 5(a)-(c) are hereby amended and supplemented by the
addition of the following information:
On November 12, 1999, pursuant to the terms and conditions of the Merger
Agreement, Merger Sub was merged with and into the Issuer such that Issuer
became a wholly owned subsidiary of Merck. By virtue of the Merger, each Share
(other than Shares held by Issuer or Merck or any of their respective
subsidiaries and other than Shares held by shareholders, if any, who perfect
their appraisal rights under the Delaware General Corporation Law) was
converted into the right to receive $8.50 in cash, without interest thereon.
Each share of the common stock, par value $.01 per share, of Merger Sub was, by
virtue of the Merger, converted into one share of the common stock of the
Issuer. As a result of the Merger, Merck now beneficially owns 100% of the
outstanding shares of common stock of Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
99.1 Press Release issued on November 12, 1999.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
MERCK & CO., INC.
By: /s/ Judy C. Lewent
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Name: Judy C. Lewent
Title: Senior Vice President and
Chief Financial Officer
MC SUBSIDIARY CORP.
By: /s/ Judy C. Lewent
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Name: Judy C. Lewent
Title: President
Dated: November 16, 1999
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE:
Please Contact: Gwen Fisher Investor Contact: Laura Jordan
(908) 423-6154 (908) 423-5185
MERCK COMPLETES ACQUISITION OF SIBIA
NEUROSCIENCES
WHITEHOUSE STATION, N.J.--Nov. 12, 1999--Merck & Co., Inc. announced today that
its wholly owned subsidiary, MC Subsidiary Corp., has acquired SIBIA
Neurosciences, Inc. by completing its previously announced merger with SIBIA.
MC Subsidiary Corp. completed in September a tender offer in which it purchased
approximately 69 percent of the outstanding common stock of SIBIA for $8.50 per
share. As a result of the merger, each of the remaining publicly held shares
has been converted into the right to receive $8.50 in cash, without interest.
With the completion of the merger, SIBIA will be integrated into Merck Research
Laboratories (MRL) as the company's San Diego facility. Effective immediately,
Jeffrey F. McKelvy, Ph.D., will head MRL, San Diego. Before Merck's acquisition
of SIBIA, Dr. McKelvy had served as executive vice president, chief scientific
officer and director of SIBIA.
William T. Comer, Ph.D., president, chief executive officer and director of
SIBIA, has elected to resign. Dr. Comer, who guided SIBIA since 1991, will stay
with MRL in an advisory capacity until the end of the year and then will serve
as a consultant to MRL.
"I am pleased to have played a significant role in a company that has done such
outstanding basic research in the field of central nervous systems disorder,"
Dr. Comer said. "It is our research excellence, in fact, that brought us to the
attention of Merck. By joining Merck, we will gain the scientific,
technological and financial support needed to help exploit our broad drug
discovery platform and bring our basic research discoveries to the patients."
Merck is a global, research-driven pharmaceutical company that discovers,
develops manufactures and markets a broad range of human and animal health
products, directly and through its joint ventures, and provides pharmaceutical
benefit services through Merck-Medco Managed Care.
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