<PAGE> 1
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. 4)
and
SCHEDULE 13D/A
PURSUANT TO SECTION 13(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
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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- -------------------------------------------------------------------------------
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 (See Instructions)
(a) |_|
(b) |_|
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) or 2(f) |_|
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW JERSEY
- -------------------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,694,639
- -------------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
(See Instructions) |_|
- -------------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
69%
- -------------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON (See Instructions)
CO
- -------------------------------------------------------------------------------
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- -------------------------------------------------------------------------------
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 (See Instructions)
(a) |_|
(b) |_|
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
AF
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) or 2(f) |_|
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- -------------------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,694,639
- -------------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
(See Instructions) |_|
- -------------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
69%
- -------------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON (See Instructions)
CO
- -------------------------------------------------------------------------------
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This Amendment No. 4 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"). This Amendment constitutes the
final amendment to Schedule 14d-1 pursuant to General Instruction D to Schedule
14D-1. This Amendment also amends the Schedule 13D of Parent and Offeror
initially filed August 6, 1999.
The Offer expired at 12:00 midnight, New York City time, on Thursday,
September 2, 1999. According to the information provided by the Depositary,
prior to the expiration of the Offer, a total of 6,694,639 Shares had been
tendered and not withdrawn pursuant to the Offer (including 21,831 Shares
tendered pursuant to the procedure for guaranteed delivery and Shares tendered
pursuant to the terms of the Shareholders Agreement), which constitute
approximately 69% of the outstanding Shares (approximately 58% on a fully
diluted basis). On September 3, 1999, Offeror, by notice to the Depositary,
accepted for payment all Shares validly tendered and not withdrawn prior to the
expiration of the Offer at the tender offer price of $8.50 per share.
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 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The information set forth in Item 6(a)-(b) of Schedule 14D-1 is hereby amended
and supplemented as follows:
As of September 3, 1999, Offeror has acquired pursuant to the Offer
(including 21,831 Shares tendered pursuant to the procedure for guaranteed
delivery and Shares tendered pursuant to the terms of the Shareholders
Agreement) beneficial ownership of 6,694,639 Shares in the aggregate, which
constitute approximately 69% of the outstanding Shares (approximately 58% on a
fully diluted basis). As a result, Offeror beneficially owns, and Parent may be
deemed to beneficially own, Shares as set forth on the cover pages of this
Amendment and incorporated herein by reference. A copy of the press release,
dated September 3, 1999, issued by Parent disclosing this information is
attached hereto as Exhibit (a)(10) and is incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
The information set forth in Item 10(f) of the Schedule 14D-1 is hereby amended
and supplemented as follows:
In addition, reference is hereby made to the disclosure set forth under
Item 6 above.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(10) Press Release issued by Parent on September 3, 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: September 3, 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
EXHIBIT NO. DESCRIPTION PAGE NO.
- ----------- ----------- --------
(a)(10) -- Press Release issued by Parent on September 3, 1999.
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<TABLE>
<S> <C> <C>
Press Contact: Gwen Fisher Investor Contact: Laura Jordan
(908) 423-6154 (908) 423-5185
</TABLE>
MERCK SUCCESSFULLY COMPLETES TENDER OFFER FOR
OUTSTANDING SHARES OF SIBIA NEUROSCIENCES
Merck Is Now Majority Stockholder of SIBIA
Whitehouse Station, N.J., Sept. 3, 1999 -- Merck & Co., Inc. announced
today the successful completion of the tender offer made by MC Subsidiary Corp.,
Merck's wholly owned subsidiary, for the shares of common stock, including the
associated preferred stock purchase rights, of SIBIA Neurosciences, Inc.
(NASDAQ: SIBI). The tender offer at $8.50 per share in cash, which was made
pursuant to an Agreement and Plan of Merger among the companies dated as of July
30, 1999, expired at midnight, Eastern Standard Time, on Thursday, Sept. 2,
1999. At that time, 6,694,639 shares had been tendered (including 21,831 shares
tendered by notice of guaranteed delivery). This represents 69% of the
outstanding shares of Common Stock of SIBIA. MC Subsidiary Corp. will accept for
payment all the shares tendered at the tender offer price of $8.50 per share.
With the completion of the tender offer, Merck is now the majority
stockholder of SIBIA. Merck intends to complete the acquisition of SIBIA through
a merger in which the remaining stockholders of SIBIA will receive $8.50 per
share in cash. Merck now owns sufficient shares to approve the merger without
any action by any other stockholders. Prior to the completion of the merger,
Merck will mail to all remaining stockholders the required information
statement.
"We are pleased to now be the majority stockholder of SIBIA, and look
forward to completing the merger of our two companies," said Bennett M. Shapiro,
M.D., executive vice president of worldwide licensing and external research,
Merck Research Laboratories. "The acquisition of SIBIA augments our already
successful CNS research facility in the United Kingdom, and gives us a presence
in the CNS research community in the United States. The excellent SIBIA team
strengthens our drug discovery efforts, in keeping with our core strategy of
developing important therapeutic advances."
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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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