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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1/A
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
SIBIA NEUROSCIENCES, INC.
(Name of Subject Company)
MERCK & CO., INC.
MC SUBSIDIARY CORP.
(BIDDERS)
COMMON STOCK, $.001 PAR VALUE
(INCLUDING THE
ASSOCIATED RIGHTS)
(TITLE OF CLASS OF SECURITIES)
825732100
(CUSIP NUMBER OF COMMON STOCK)
CELIA A. COLBERT
MC SUBSIDIARY CORP.
C/O MERCK & CO., INC.
ONE MERCK DRIVE
WHITEHOUSE STATION, NEW JERSEY 08889
(908) 423-1000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
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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CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE*
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$85,935,212 $17,187.04
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* FOR PURPOSES OF CALCULATING FEE ONLY. THIS AMOUNT IS BASED ON A PER SHARE
OFFERING PRICE OF $8.50, FOR 9,703,769 SHARES OF COMMON STOCK OUTSTANDING
AS OF JULY 23, 1999, PLUS THE NUMBER OF SHARES ASSUMED ISSUABLE PURSUANT
TO THE SHARE OF OUTSTANDING CONVERTIBLE PREFERRED STOCK. THE AMOUNT OF THE
FILING FEE, CALCULATED IN ACCORDANCE WITH RULE 0-11 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, EQUALS 1/50 OF ONE PERCENT OF THE
AGGREGATE OF THE CASH OFFERED BY THE BIDDER.
[X] CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE 0-11(a)(2)
AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS PREVIOUSLY PAID.
IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER, OR THE FORM
OR SCHEDULE AND THE DATE OF ITS FILING.
AMOUNT PREVIOUSLY PAID: $17,187.04
FORM OR REGISTRATION NO.: Schedule 14D-1
FILING PARTY: Merck & Co., Inc. and MC Subsidiary Corp.
DATE FILED: August 6, 1999
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This Amendment No. 2 amends the Tender Offer Statement on Schedule 14D-1
initially filed August 6, 1999 (as amended by Amendment No. 1 filed August 19,
1999 and as amended hereby, the "Schedule 14D-1") relating to a tender offer by
MC Subsidiary Corp., a Delaware corporation ("Offeror") and a direct wholly
owned subsidiary of Merck & Co., Inc., a New Jersey corporation ("Parent"), to
purchase all outstanding shares of Common Stock, par value $.001 per share (the
"Common Stock"), including the associated preferred stock purchase rights issued
pursuant to the Rights Agreement, dated as of March 17, 1997, and amended as of
July 30, 1999, between the Company and ChaseMellon Shareholder Services L.L.C.,
as Rights Agent (the "Rights" and, together with the Common Stock, the
"Shares"), of SIBIA Neurosciences, Inc., a Delaware corporation (the "Company"),
at a purchase price of $8.50 per Share, net to the seller in cash, without
interest, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated August 6, 1999 (the "Offer to Purchase"), and in the related
Letter of Transmittal (which, together with any amendments or supplements
thereto, collectively constitute the "Offer").
Unless otherwise indicated herein, each capitalized term used but not
defined herein shall have the meaning ascribed to such term in the Schedule
14D-1 or in the Offer to Purchase.
ITEM 10. ADDITIONAL INFORMATION.
The information set forth in Item 10(c) of the Schedule 14D-1 is hereby amended
and supplemented as follows:
(c) On August 20, 1999, early termination of the 15-day waiting period
applicable to the Offer under the HSR Act was granted by the United States
Federal Trade Commission. A copy of the press release, dated August 20, 1999,
issued by Parent disclosing this information is attached hereto as Exhibit
(a)(9) and is incorporated herein by reference.
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ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(9) Press Release issued by Parent on August 20, 1999.
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SIGNATURE
After due 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.
Dated: August 20, 1999
MERCK & CO., INC.
By: /s/ Judy C. Lewent
--------------------------------------
Name: Judy C. Lewent
Title: Senior Vice President and
Chief Financial Officer
MC SUBSIDIARY CORP.
By: /s/ Judy C. Lewent
--------------------------------------
Name: Judy C. Lewent
Title: President
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT DESCRIPTION NO.
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<S> <C>
(a)(9) -- Press Release issued by Parent on August 20, 1999.
</TABLE>
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FOR IMMEDIATE RELEASE: EXHIBIT (a)(9)
Press Contact: Gwen Fisher Investor Contact: Laura Jordan
(908) 423-6154 (908) 423-5185
Merck Announces Early Termination of Hart-Scott-Rodino Waiting Period on Tender
Offer For Outstanding Shares of Sibia Neurosciences
Whitehouse Station, N.J., Aug. 20, 1999--Merck & Co., Inc. announced
the early termination today of the waiting period under the pre-merger
notification requirements of the Hart-Scott-Rodino Antitrust Improvements Act of
1976 applicable to the tender offer by Merck's wholly owned subsidiary for the
shares of common stock of SIBIA Neurosciences, Inc. (NASDAQ: SIBI). The tender
offer at $8.50 per share in cash, which is being made pursuant to an Agreement
and Plan of Merger among the companies dated as of July 30, 1999, is scheduled
to expire at 12:00 midnight, New York City time, on Thursday, Sept. 2, 1999,
unless extended.
Founded in 1981, SIBIA is engaged in the discovery and development of novel
small molecule therapeutics for the treatment of neurodegenerative,
neuropsychiatric and neurological disorders. The company, which went public in
1996, is a leader in the development of proprietary drug discovery platforms and
technologies.
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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