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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. 3)
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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<S> <C>
$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. 3 amends the Tender Offer Statement on Schedule 14D-1
initially filed August 6, 1999 (as previously amended 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(f) of the Schedule 14D-1 is hereby amended
and supplemented as follows:
Section 253(a) of the Delaware Law has recently been amended to provide
that in order to effect a "short-form" merger a corporation must own 90% of the
stock of only those classes of outstanding shares that would be entitled to
vote on a merger (previously it was necessary to own 90% of the stock of all
classes of outstanding shares whether or not such classes were entitled to vote
on a merger). Therefore, if Offeror purchases 90% or more of the outstanding
shares of Common Stock in the Offer it will have the ability to cause a
"short-form" merger to be consummated whether or not Offeror has acquired the
outstanding share of the Series B Convertible Preferrred Stock.
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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 26, 1999
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
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