UNITED STATES
SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL
WASHINGTON, D.C. 20549 -------------------------
OMB Number: 3235-0145
Expires: October 31, 1997
Estimated average burden
hours per response..14.90
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
IDEC Pharmaceuticals Corporation
(Name of Issuer)
Common Stock
(Title of Class Securities)
449370 10 5
(CUSIP Number)
Dr. Robert E. Curry
ML/MS Associates, L.P.
3000 Sand Hill Road
Menlo Park, CA 94025
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
May 1, 1997
(Date of Event which Requires Filing of this Statement)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
SCHEDULE 13D
CUSIP NO. 449370 10 5 PAGE 2 OF 21 PAGES
------------ ------- --------
<TABLE>
<CAPTION>
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ML/MS Associates, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUND*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
372,048 shares of common stock
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON 10 SHARED DISPOSITIVE POWER
WITH
372,048 shares of common stock
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
372,048 shares of common stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
Not Applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.02%
14 TYPE OF REPORTING PERSON*
PN
</TABLE>
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
SCHEDULE 13D
CUSIP NO. 449370 10 5 PAGE 3 OF 21 PAGES
-------------- ------- --------
<TABLE>
<CAPTION>
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. or I.R.S IDENTIFICATION NO. OF ABOVE PERSON
MLMS Cancer Research, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUND*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
372,048 shares of common stock
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON 10 SHARED DISPOSITIVE POWER
WITH
372,048 shares of common stock
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
372,048 shares of common stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
Not Applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.02%
14 TYPE OF REPORTING PERSON*
CO
</TABLE>
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
SCHEDULE 13D
CUSIP NO. 449370 10 5 PAGE 4 OF 21 PAGES
-------------- ------- --------
<TABLE>
<CAPTION>
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ML Venture Partners II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUND*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
NUMBER OF 7 SOLE VOTING POWER
SHARES 150,264
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
129,409 shares of common stock
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
150,264
PERSON 10 SHARED DISPOSITIVE POWER
WITH
129,409 shares of common stock
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
279,673 shares of common stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
Not Applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.52%
14 TYPE OF REPORTING PERSON*
PN
</TABLE>
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
SCHEDULE 13D
CUSIP NO. 449370 10 5 PAGE 5 OF 21 PAGES
-------------- ------- --------
<TABLE>
<CAPTION>
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MLVPII Co., L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUND*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
NUMBER OF 7 SOLE VOTING POWER
SHARES 150,264
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
129,409 shares of common stock
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
150,264
PERSON 10 SHARED DISPOSITIVE POWER
WITH
129,409 shares of common stock
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
279,673 shares of common stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
Not Applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.52%
14 TYPE OF REPORTING PERSON*
PN
</TABLE>
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
SCHEDULE 13D
CUSIP NO. 449370 10 5 PAGE 6 OF 21 PAGES
-------------- ------- --------
<TABLE>
<CAPTION>
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch Venture Capital Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUND*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
</TABLE>
<TABLE>
<CAPTION>
<S> <S> <C>
NUMBER OF 7 SOLE VOTING POWER
SHARES 150,264
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
129,409 shares of common stock
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
150,264
PERSON 10 SHARED DISPOSITIVE POWER
WITH
129,409 shares of common stock
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
279,673 shares of common stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
Not Applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.52%
14 TYPE OF REPORTING PERSON*
CO
</TABLE>
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
SCHEDULE 13D
CUSIP NO. 449370 10 5 PAGE 7 OF 21 PAGES
-------------- ------- --------
<TABLE>
<CAPTION>
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ML Technology Ventures, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUND*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
NUMBER OF 7 SOLE VOTING POWER
SHARES 157,779
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
135,880 shares of common stock
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
157,779
PERSON 10 SHARED DISPOSITIVE POWER
WITH
135,880 shares of common stock
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
293,659 shares of common stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
Not Applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.59%
14 TYPE OF REPORTING PERSON*
PN
</TABLE>
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
SCHEDULE 13D
CUSIP NO. 449370 10 5 PAGE 8 OF 21 PAGES
-------------- ------ --------
<TABLE>
<CAPTION>
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ML R&D Co., L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUND*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
NUMBER OF 7 SOLE VOTING POWER
SHARES 157,779
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
135,880 shares of common stock
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
157,779
PERSON 10 SHARED DISPOSITIVE POWER
WITH
135,880 shares of common stock
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
293,659 shares of common stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
Not Applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.59%
14 TYPE OF REPORTING PERSON*
PN
</TABLE>
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
SCHEDULE 13D
CUSIP NO. 449370 10 5 PAGE 9 OF 21 PAGES
-------------- ------- --------
<TABLE>
<CAPTION>
<S> <C>
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch R&D Management, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUND*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
NUMBER OF 7 SOLE VOTING POWER
SHARES 157,779
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
135,880 shares of common stock
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
157,779
PERSON 10 SHARED DISPOSITIVE POWER
WITH
135,880 shares of common stock
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
293,659 shares of common stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
Not Applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.59%
14 TYPE OF REPORTING PERSON*
CO
</TABLE>
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
SCHEDULE 13D
CUSIP NO. 449370 10 5 PAGE 10 OF 21 PAGES
-------------- -------- --------
<TABLE>
<CAPTION>
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch KECALP L.P. 1987
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUND*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
NUMBER OF 7 SOLE VOTING POWER
SHARES 10,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
9,707 shares of common stock
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
10,000
PERSON 10 SHARED DISPOSITIVE POWER
WITH
9,707 shares of common stock
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,707 shares of common stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
Not Applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.11%
14 TYPE OF REPORTING PERSON*
PN
</TABLE>
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
SCHEDULE 13D
CUSIP NO. 449370 10 5 PAGE 11 OF 21 PAGES
-------------- -------- --------
<TABLE>
<CAPTION>
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KECALP Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUND*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
NUMBER OF 7 SOLE VOTING POWER
SHARES 10,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
9,707 shares of common stock
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
10,000
PERSON 10 SHARED DISPOSITIVE POWER
WITH
9,707 shares of common stock
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,707 shares of common stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
Not Applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.11%
14 TYPE OF REPORTING PERSON*
CO
</TABLE>
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
SCHEDULE 13D
CUSIP NO. 449370 10 5 PAGE 12 OF 21 PAGES
-------------- -------- --------
<TABLE>
<CAPTION>
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch & Co., Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUND*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
274,996 shares of common stock
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON 10 SHARED DISPOSITIVE POWER
WITH
274,996 shares of common stock
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
274,996 shares of common stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
Not Applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.49%
14 TYPE OF REPORTING PERSON*
HC
</TABLE>
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
ITEM 1. SECURITY AND ISSUER.
Title of Security: Common Stock, no par value.
Issuer: IDEC Pharmaceuticals Corporation
The address of the issuer's principal executive offices is 11011
Torreyana Road, San Diego, California 92121
ITEM 2. IDENTITY AND BACKGROUND.
(a) ML/MS Associates, L.P. (the "Partnership"), is organized as a
California limited partnership. The principal business of the
Partnership is to enter into a series of contractual
arrangements with IDEC Pharmaceuticals Corporation for the
research, design, development and commercialization of
monoclonal antibodies for the treatment of B-cell lymphomas
and leukemias.
The General Partner of the Partnership is MLMS Cancer Research
Inc., a corporation organized and existing under the laws of
the state of California. The stockholders of the General
Partner include each of the Limited Partners referenced below.
A list of the directors and executive officers of the General
Partner is set forth as Schedule A hereto.
There are four Limited Partners of the Partnership. The first
Limited Partner of the Partnership is ML Venture Partners II,
L.P., a business development company under the Investment
Company Act of 1940, as amended (the "Investment Company Act")
organized as a Delaware limited partnership. The Managing
General Partner of ML Venture Partners II, L.P. is MLVPII Co.,
L.P., a New York limited partnership. The General Partner of
MLVPII Co., L.P. is Merrill Lynch Venture Capital Inc., a
Delaware corporation and an indirect, wholly-owned subsidiary
of Merrill Lynch & Co., Inc.
The second Limited Partner of the Partnership is ML Technology
Ventures, L.P. which is organized as a Delaware limited
partnership. The Managing General Partner of ML Technology
Ventures, L.P. is ML R&D Co., L.P., a Delaware limited
partnership. The General Partner of ML R&D Co., L.P. is
Merrill Lynch R&D Management, Inc., a Delaware corporation and
an indirect, wholly-owned subsidiary of Merrill Lynch & Co.,
Inc.
The third Limited Partner of the Partnership is Merrill Lynch
KECALP L.P. 1987, a closed-end investment company under the
Investment Company Act organized as a Delaware limited
partnership. The General Partner of Merrill Lynch
KECALP L.P. 1987 is KECALP Inc., a Delaware corporation and an
indirect, wholly-owned subsidiary of Merrill Lynch & Co., Inc.
A list of the directors and executive officers of Merrill
Lynch & Co., Inc. is set forth as Schedule B hereto.
The fourth Limited Partner of the Partnership is Morgan
Stanley Research Ventures, L.P. The General Partner of Morgan
Stanley Research Ventures, L.P. is Morgan Stanley Ventures
Management L.P. The General Partner of Morgan Stanley
Ventures Management L.P. is Morgan Stanley Ventures, Inc.
(b) The address of the Partnership's principal business and office
is 3000 Sand Hill Road, Menlo Park, California 94025.
(c) Not applicable.
(d) The Partnership has not been convicted in a criminal
proceeding during the last five years.
(e) The Partnership has not been a party to a civil proceeding of
a judicial or administrative body during the last five years.
(f) Not applicable.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
In connection with a joint venture arrangement among ML/MS
Associates, L.P. (the "Partnership") and IDEC Pharmaceuticals
Corporation ("IDEC"), the Partnership contributed an aggregate of
$11,500,000 toward the research, design, development, and
commercialization of monoclonal antibodies for the treatment of B-
cell lymphomas and leukemias. Pursuant to such joint venture, the
Partnership was entitled to certain future royalties and other
moneys attributable to products developed pursuant to the joint
venture. On April 4, 1995, IDEC issued to the Partnership
1,000,000 shares of IDEC common stock and 69,375 shares of Class B
preferred stock of IDEC, in consideration for the Partnership's
rights to such future royalties and other moneys from the joint
arrangement. The source of funds for the Partnership's initial
contribution to the joint venture was the working capital of the
Partnership.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the Partnership in acquiring the Shares of IDEC
Pharmaceuticals Corporation ("IDEC") is to obtain more liquidity
through acquiring such shares in exchange for the Partnership's
interest in the joint venture arrangement referred to in Item 3.
At the present time, the Partnership has no plans or proposals
which relate to or would result in any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule
13D; however, the Partnership reserves the right to change its
plans or intentions at any time and to take any and all actions
that it deems appropriate to maximize the value of its investment,
including among other things, from time to time increasing or
decreasing the number of Shares by acquiring additional shares, or
by disposing of all or a portion of the Shares through open market
or privately negotiated transactions.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Amount of Common Stock of IDEC Pharmaceuticals Corporation
Beneficially Owned
------------------
ML/MS Associates, L.P.: 372,048 Shares of Common Stock
MLMS Cancer Research Inc.: 372,048 Shares of Common Stock
ML Venture Partners II, L.P.: 279,673 Shares of Common Stock
MLVPII Co., L.P.: 279,673 Shares of Common Stock
Merrill Lynch Venture Capital Inc.: 279,673 Shares of Common Stock
ML Technology Ventures, L.P.: 293,659 Shares of Common Stock
ML R&D Co., L.P.: 293,659 Shares of Common Stock
Merrill Lynch R&D Management, Inc.: 293,659 Shares of Common Stock
Merrill Lynch KECALP L.P. 1987: 19,707 Shares of Common Stock
KECALP Inc.: 19,707 Shares of Common Stock
Merrill Lynch & Co., Inc.: 274,996 Shares of Common Stock
Percent of Class
----------------
ML/MS Associates, L.P.: 2.02%
MLMS Cancer Research Inc.: 2.02%
ML Venture Partners II, L.P.: 1.52%
MLVPII Co., L.P.: 1.52%
Merrill Lynch Venture Capital Inc.: 1.52%
ML Technology Ventures, L.P.: 1.59%
ML R&D Co., L.P.: 1.59%
Merrill Lynch R&D Management, Inc.: 1.59%
Merrill Lynch KECALP L.P. 1987: 0.11%
KECALP Inc.: 0.11%
Merrill Lynch & Co., Inc.: 1.49%
(b) Number of Shares as to which such person has
(i) sole power to vote or to direct the vote:
ML/MS Associates, L.P.: 0
MLMS Cancer Research Inc.: 0
ML Venture Partners II, L.P.: 150,264
MLVPII Co., L.P.: 150,264
Merrill Lynch Venture Capital Inc.: 150,264
ML Technology Ventures, L.P.: 157,779
ML R&D Co., L.P.: 157,779
Merrill Lynch R&D Management, Inc.: 157,779
Merrill Lynch KECALP L.P. 1987: 10,000
KECALP Inc.: 10,000
Merrill Lynch & Co., Inc.: 0
(ii) shared power to vote or direct the vote:
ML/MS Associates, L.P.: 372,048 Shares of Common Stock
MLMS Cancer Research Inc.: 372,048 Shares of Common Stock
ML Venture Partners II, L.P.: 129,409 Shares of Common Stock
MLVPII Co., L.P.: 129,409 Shares of Common Stock
Merrill Lynch Venture Capital Inc.: 129,409 Shares of Common
Stock
ML Technology Ventures, L.P.: 135,880 Shares of Common Stock
ML R&D Co., L.P.: 135,880 Shares of Common Stock
Merrill Lynch R&D Management, Inc.: 135,880 Shares of Common
Stock
Merrill Lynch KECALP L.P. 1987: 9,707 Shares of Common Stock
KECALP Inc.: 9,707 Shares of Common Stock
Merrill Lynch & Co., Inc.: 274,996 Shares of Common Stock
(iii) sole power to dispose of or direct the disposition of:
ML/MS Associates, L.P.: 0
MLMS Cancer Research Inc.: 0
ML Venture Partners II, L.P.: 150,264
MLVPII Co., L.P.: 150,264
Merrill Lynch Venture Capital Inc.: 150,264
ML Technology Ventures, L.P.: 157,779
ML R&D Co., L.P.: 157,779
Merrill Lynch R&D Management, Inc.: 157,779
Merrill Lynch KECALP L.P. 1987: 10,000
KECALP Inc.: 10,000
Merrill Lynch & Co., Inc.: 0
(iv) shared power to dispose or to direct the disposition of:
ML/MS Associates, L.P.: 372,048 Shares of Common Stock
MLMS Cancer Research Inc.: 372,048 Shares of Common Stock
ML Venture Partners II, L.P.: 129,409 Shares of Common Stock
MLVPII Co., L.P.: 129,409 Shares of Common Stock
Merrill Lynch Venture Capital Inc.: 129,409 Shares of Common
Stock
ML Technology Ventures, L.P.: 135,880 Shares of Common Stock
ML R&D Co., L.P.: 135,880 Shares of Common Stock
Merrill Lynch R&D Management, Inc.: 135,880 Shares of Common
Stock
Merrill Lynch KECALP L.P. 1987: 9,707 Shares of Common Stock
KECALP Inc.: 9,707 Shares of Common Stock
Merrill Lynch & Co., Inc.: 274,996 Shares of Common Stock
(c) Not Applicable.
(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
MLMS Cancer Research, Inc. is the General Partner (the "General
Partner") of ML/MS Associates, L.P. (the "Partnership"). In
accordance with Article 7 of the Limited Partnership Agreement of
ML/MS Associates, L.P. (the "Agreement"), the General Partner shall
have full and exclusive charge and control over the management,
conduct and operation of the Partnership in all respects and in all
matters. Pursuant to the Agreement, therefore, the General Partner
has full control over the Partnership's investment in IDEC
Pharmaceuticals Corporation.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Limited Partnership Agreement of ML/MS Associates, L.P., dated
as of the 17th day of February, 1987./*/
(b) Power of Attorney on behalf of Merrill Lynch & Co., Inc.,
dated as of the 30th day of November, 1994./*/
- -------------------
/*/ Incorporated by reference to the initial filing of the Schedule 13D as
filed with the United States Securities and Exchange Commission by
reporting persons on or about May 3, 1995.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
hereby certify that the information set forth in this statement is true,
complete and correct.
Date: ML/MS ASSOCIATES, L.P.
By: MLMS CANCER RESEARCH INC.
General Partner
By: /s/ ROBERT F. AUFENANGER
------------------------------
MLMS CANCER RESEARCH, INC.
By: /s/ ROBERT F. AUFENANGER
------------------------------
ML VENTURE PARTNERS II, L.P.
By: MLVPII Co., L.P.
Managing General Partner
By: Merrill Lynch Venture Capital Inc.
General Partner
By: /s/ ROBERT F. AUFENANGER
------------------------------
MLVPII CO., L.P.
By: Merrill Lynch Venture Capital Inc.
General Partner
By: /s/ ROBERT F. AUFENANGER
------------------------------
MERRILL LYNCH VENTURE CAPITAL INC.
By: /s/ ROBERT F. AUFENANGER
------------------------------
ML TECHNOLOGY VENTURES, L.P.
By: ML R&D Co., L.P.
Managing General Partner
By: Merrill Lynch R&D Management, Inc.
General Partner
By: /s/ ROBERT F. AUFENANGER
------------------------------
ML R&D CO., L.P.
By: Merrill Lynch R&D Management, Inc.
General Partner
By: /s/ ROBERT F. AUFENANGER
------------------------------
MERRILL LYNCH R&D MANAGEMENT, INC.
By: /s/ ROBERT F. AUFENANGER
------------------------------
MERRILL LYNCH KECALP L.P. 1987
By: KECALP Inc.
General Partner
By: /s/ ROBERT F. TULLY
------------------------------
KECALP INC.
By: /s/ ROBERT F. TULLY
------------------------------
MERRILL LYNCH & CO., INC.
By: /s/ MARCIA L. TU
------------------------------
SCHEDULE A
MLMS CANCER RESEARCH, INC.
Directors:
- ---------
Kevin K. Albert (Chairman)
Scott Halsted
Robert F. Aufenanger
Officers:
- --------
Kevin K. Albert Chief Executive Officer
Scott Halsted President
Robert F. Aufenanger Vice President
SCHEDULE B
MERRILL LYNCH & CO., INC.
Directors:
- ---------
Herbert M. Allison, Jr.
William O. Bourke
Worley H. Clark
Jill K. Conway
Stephen L. Hammerman
Earle H. Harbison, Jr.
George B. Harvey
William R. Hoover
David H. Komansky
Robert P. Luciano
David K. Newbigging
Aulana L. Peters
John J. Phelan, Jr.
John L. Steffens
William L. Weiss
Officers:
- --------
David H. Komansky - Chairman of the Board & Chief Executive Officer
Herbert M. Allison, Jr. - President and Chief Operating Officer
Stephen L. Hammerman - Vice Chairman and General Counsel
John L. Steffens - Vice Chairman
Thomas W. Davis - Executive Vice President
Barry S. Friedberg - Executive Vice President
Edward L. Goldberg - Executive Vice President
Jerome P. Kenney - Executive Vice President
E. Stanley O'Neal - Executive Vice President
Thomas H. Patrick - Executive Vice President
Winthrop H. Smith, Jr. - Executive Vice President
Arthur Zeikel - Executive Vice President
Michael J. Castellano - Senior Vice President and Controller
Paul W. Critchlow - Senior Vice President
Theresa Lang - Senior Vice President and Treasurer
Robert G. Murphy - Senior Vice President
Patrick J. Walsh - Senior Vice President
H. Allen White - Senior Vice President
Joseph T. Willett - Senior Vice President and Chief Financial Officer
Curtis C. Brown, Jr. - Vice President
Keith L. Horn - Vice President
Bruce E. Thompson, Jr. - Vice President
Gregory T. Russo - Secretary
Richard B. Alsop - Assistant Secretary
Joan A. Clancy - Assistant Secretary
Darryl W. Colletti - Assistant Secretary
Lawrence M. Egan, Jr. - Assistant Secretary
Margaret E. Nelson - Assistant Secretary
Dauna R. Williams - Assistant Secretary
