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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 1)
TOCOR II, INC.
(NAME OF SUBJECT COMPANY)
CENTOCOR, INC.
(BIDDER)
UNITS CONSISTING OF ONE SHARE OF CALLABLE COMMON STOCK OF TOCOR II, INC., ONE
SERIES T WARRANT TO PURCHASE ONE SHARE OF CENTOCOR, INC. COMMON STOCK AND ONE
CALLABLE WARRANT TO PURCHASE ONE SHARE OF CENTOCOR INC. COMMON STOCK
(TITLES OF CLASS OF SECURITIES)
888909-20-7
(CUSIP NUMBER OF CLASS OF SECURITIES)
GEORGE D. HOBBS, ESQ.
CENTOCOR, INC.
200 GREAT VALLEY PARKWAY
MALVERN, PENNSYLVANIA 19355
(215) 651-6000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER)
COPY TO:
RICHARD D. SPIZZIRRI
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NY 10017
(212) 450-4000
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This Statement amends and supplements the Tender Offer Statement on Schedule
14D-1 filed with the Securities and Exchange Commission by Centocor, Inc., a
Pennsylvania corporation ("Centocor"), and relates to an exchange offer (the
"Exchange Offer") to purchase all of the 2,250,000 outstanding Units, each Unit
consisting of one share of Callable Common Stock of Tocor II, Inc., par value
$1.00 per share, one Series T Warrant to Purchase One Share of Centocor, Inc.
Common Stock, par value $.01 per share, and one Callable Warrant to Purchase
One Share of Centocor, Inc. Common Stock, par value $.01 per share, for $40 per
Unit, subject to certain adjustments described in the Prospectus dated February
2, 1994 (the "Prospectus"), payable in shares of Centocor, Inc. Common Stock,
par value $.01 per share (including the associated Rights (as defined in the
Prospectus)). As of the date of this Statement amending and supplementing
Centocor's Tender Offer Statement on Schedule 14D-1, 25,050 Units had been
tendered by Holders in relation to the Exchange Offer.
ITEM 10. ADDITIONAL INFORMATION.
(f) Centocor publicly announced on March 1, 1994 that the prognosis for
Chairman Hubert J. P. Schoemaker, following recent, successful surgery to
remove a brain tumor, is promising. Dr. Schoemaker continues to function as
Chairman of the Board of Centocor. In connection with that announcement, on
March 3, 1994 Centocor filed with the Securities and Exchange Commission a
Supplement to the Prospectus and extended the expiration date of the Exchange
Offer until 5:00 P.M., New York City time, on March 11, 1994. On March 3, 1994
Centocor publicly announced the extension of the expiration date of the
Exchange Offer until 5:00 P.M., New York City time, on March 11, 1994. On March
4, 1994 Centocor issued a second press release relating to the extension of the
expiration date of the Exchange Offer until 5:00 P.M. New York City time, on
March 11, 1994. The March 4, 1994 press release stated that as of March 4,
1994, 25,050 Units had been tendered by Holders in relation to the Exchange
Offer. The Supplement to the Prospectus and Centocor's March 1, 1994, March 3,
1994 and March 4, 1994 press releases are attached as Exhibits (a)(7), (a)(8),
(a)(9) and (a)(10), respectively, hereto and are hereby incorporated herein by
reference, and the foregoing summary description is qualified in its entirety
by reference to such exhibits.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) --Prospectus dated February 2, 1994 used in connection with
Registration Statement on Form S-4, Registration No. 33-51421, as
filed with the Securities and Exchange Commission.*
(a)(2) --Letter of Transmittal.*
(a)(3) --Notice of Guaranteed Delivery.*
(a)(4) --Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.*
(a)(5) --Letter from Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees to their Clients.*
(a)(6) --Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.*
(c) --See (a)(1) above.*
(e) --See (a)(1) above.*
(a)(7) --Supplement to Prospectus dated February 2, 1994.
(a)(8) --Press release issued by Centocor, Inc. on March 1, 1994.
(a)(9) --Press release issued by Centocor, Inc. on March 3, 1994.
(a)(10) --Press release issued by Centocor, Inc. on March 4, 1994.
* Previously filed.
1
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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.
Centocor, Inc.
By: /s/ George D. Hobbs
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George D. Hobbs Vice President,
Corporate Counsel and Secretary
Dated: March 7, 1994
2
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NO. DESCRIPTION PAGE NUMBER
------- ----------- -----------
<C> <S> <C>
(a)(1) --Prospectus dated February 2, 1994 used in connection
with Registration Statement on Form S-4, Registration
No. 33-51421, as filed with the Securities and
Exchange Commission.*
(a)(2) --Letter of Transmittal.*
(a)(3) --Notice of Guaranteed Delivery.*
(a)(4) --Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(a)(5) --Letter from Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees to their Clients.*
(a)(6) --Guidelines for Certification of Taxpayer
Identification Number on Substitute
Form W-9.*
(a)(7) --Supplement to Prospectus dated February 2, 1994.
(a)(8) --Press release issued by Centocor, Inc. on March 1,
1994.
(a)(9) --Press release issued by Centocor, Inc. on March 3,
1994.
(a)(10) --Press release issued by Centocor, Inc. on March 4,
1994.
</TABLE>
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* Previously filed.
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SUPPLEMENT TO PROSPECTUS DATED FEBRUARY 2, 1994
CENTOCOR, INC.
EXCHANGE OFFER TO HOLDERS OF UNITS,
EACH UNIT CONSISTING OF ONE SHARE OF CALLABLE
COMMON STOCK OF TOCOR II, INC., ONE SERIES T WARRANT
TO PURCHASE ONE SHARE OF CENTOCOR, INC. COMMON STOCK
AND ONE CALLABLE WARRANT TO PURCHASE ONE SHARE
OF CENTOCOR, INC. COMMON STOCK
This Supplement (the "Supplement") supplements the Prospectus dated February
2, 1994 (the "Prospectus") relating to the Exchange Offer to Holders of Units,
each Unit consisting of one share of Callable Common Stock of Tocor II, Inc.,
one Series T Warrant to Purchase One Share of Centocor, Inc. Common Stock and
one Callable Warrant to Purchase One Share of Centocor, Inc. Common Stock.
Unless otherwise defined herein, capitalized terms used herein have the same
meanings as in the Prospectus. Except as set forth herein, the terms and
conditions of the Exchange Offer remain as set forth in the Prospectus.
Centocor, Inc. publicly announced on March 1, 1994 that the prognosis for
Chairman Hubert J.P. Schoemaker, following recent, successful surgery to remove
a brain tumor, is promising. Dr. Schoemaker continues to function as Chairman
of the Board of Centocor. Annex A to this Supplement sets forth the related
press release of Centocor, Inc. dated March 1, 1994.
Centocor, Inc. has extended the Expiration Date to 5:00 p.m., New York City
time, on March 11, 1994.
Questions and requests for assistance or for additional copies of this
Supplement may be directed to Centocor, Inc. at its address set forth on page 4
of the Prospectus or to D. F. King & Co., Inc. at its address set forth on the
back cover of the Prospectus. Additional copies of this Supplement may also be
obtained from brokers, dealers, commercial banks, trust companies and other
nominees.
Holders should continue to use the Letter of Transmittal that was provided
with the Prospectus, notwithstanding that such Letter of Transmittal indicates
that the Expiration Date is 5:00 p.m., New York City time, on March 4, 1994,
unless the Offer is extended.
To be properly tendered pursuant to the Exchange Offer, Units, together with
a properly completed and executed Letter of Transmittal and any other documents
required by the Letter of Transmittal, must be received by the Depositary at
its address set forth below prior to the Expiration Date.
The Depositary is:
The First National Bank of Boston
Blue Hills Office Park
150 Royall Street
Canton, MA 02021
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME, ON MARCH 11, 1994, UNLESS EXTENDED.
THIS SUPPLEMENT IS DATED MARCH 2, 1994.
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[LOGO OF CENTOCOR APPEARS HERE] News Release
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FOR IMMEDIATE RELEASE CONTACT: TIMOTHY P. COST
(610) 889-4459
PROGNOSIS FOR CENTOCOR CHAIRMAN ENCOURAGING
Malvern, PA March 1, 1994 -- Centocor, Inc. (NASDAQ:CNTO) today announced that
the prognosis is promising for Centocor Chairman Hubert J. P. Schoemaker
following recent surgery to remove a brain tumor.
Following a routine physical examination on February 22, Dr. Schoemaker, 43,
was diagnosed with a brain tumor, which was completely removed in successful
surgery on February 24 at the University of Pennsylvania.
"Following discussions with Hubert and his doctors, the outlook is very
encouraging, and he expects to be back in the office very shortly," said
David P. Holveck, Centocor chief executive officer and president.
Dr. Schoemaker continues to function as Centocor Chairman of the Board.
Centocor develops, manufactures, and markets diagnostic and therapeutic
products for human health care. The company's products are based on monoclonal
antibody technology and are primarily intended for use in the management of
patients with infectious, cardiovascular and autoimmune diseases and cancer.
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[LOGO OF CENTOCOR APPEARS HERE] NEWS RELEASE
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FOR IMMEDIATE RELEASE CONTACT: TIMOTHY P. COST
610-889-4459
CENTOCOR TO EXTEND TOCOR II OFFER
Malvern, PA, March 3, 1994 -- Centocor, Inc. (NASDAQ:CNTO) announced today the
extension of the expiration date for its offer to acquire all of the 2,250,000
outstanding Units of Tocor II, Inc. (NASDAQ:TOCRZ) for five business days from
March 4, 1994 to 5:00 P.M., New York City time, on March 11, 1994.
This extension resulted from the Company's filing of a Prospectus Supplement
with the Securities and Exchange Commission regarding the health of Dr. Hubert
J.P. Schoemaker, Chairman of both Centocor and Tocor II.
The company also announced that, based on the closing prices of Centocor
common stock for the 30-day trading period ended February 25, the exchange
ratio for the offer shall be 3.2 shares of Centocor common stock for each
tendered unit of Tocor II.
Centocor develops, manufactures, and markets diagnostic and therapeutic
products for human health care. The company's products are based on monoclonal
antibody technology and are primarily intended for use in the management of
patients with infectious, cardiovascular and autoimmune diseases and cancer.
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[LOGO OF CENTOCOR APPEARS HERE] NEWS RELEASE
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FOR IMMEDIATE RELEASE CONTACT: TIMOTHY P. COST
610-889-4459
CENTOCOR RECEIVING TENDERED TOCOR II UNITS
Malvern, PA, March 4, 1994 -- Centocor, Inc. (NASDAQ: CNTO) announced today
that, in connection with its previous announcement that it has extended the
expiration date of its offer to acquire all of the 2,250,000 outstanding Units
of Tocor II until 5:00 P.M., New York City time on March 11, 1994, and in
compliance with Securities and Exchange Commission regulations, it was
reporting the number of Tocor II units tendered to date: 25,050 units. "While
a number of large holders of Tocor II units have informed us of their
intention to tender, it is entirely predictable that very few holders would
have tendered by now -- that's consistent with this type of deal and the fact
that we have extended the expiration date until March 11," said David P.
Holveck, Centocor President and Chief Executive Officer.
