<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO 13d-2(a)
Under the Securities Exchange Act of 1934
(AMENDMENT NO. ONE)(1)
Seragen, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock $.01 Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
817474-10-9
- --------------------------------------------------------------------------------
(CUSIP Number)
William L. Respess, Esq., General Counsel
Ligand Pharmaceuticals Incorporated
10275 Science Center Drive
San Diego, California 92121
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 12, 1998
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g),
check the following box [ ].
Note. Schedules filed in paper format shall include
a signed original and five copies of the schedule, including all exhibits. See
Rule 13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages)
- --------
(1) 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 disclosures provided in a prior cover page.
The information required on 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 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).
<PAGE> 2
- --------------------- -------------------
CUSIP No. 817474-10-9 13D PAGE 2 OF 7 PAGES
- --------------------- -------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LIGAND PHARMACEUTICALS INCORPORATED
IRS EMPLOYER NO.: 77-0160744
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
N/A (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) N/A [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
100
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 100
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
N/A
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, $.01 par value per
share (the "Common Stock"), of Seragen, Inc. a Delaware corporation (the
"Issuer"). The principal executive offices of the Issuer are located at 97 South
Street, Hopkinton, Massachusetts 01748.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed by Ligand Pharmaceuticals
Incorporated, a Delaware corporation ("Ligand"). Ligand's principal business and
office address is 10275 Science Center Drive, San Diego, California 92121.
Ligand is a biopharmaceutical company engaged in the discovery and development
of small-molecule drugs which mimic or block the activities of various hormones
and cytokines to regulate gene activity and the genetic processes affecting many
diseases.
Neither Ligand, nor to its best knowledge, any of its
executive officers or directors has during the last five years: (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors); or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Effective August 12, 1998, Ligand acquired the Issuer under
the terms of that certain Agreement and Plan of Reorganization, dated as of May
11, 1998 (the "Merger Agreement"), among Ligand, the Issuer and Knight
Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of
Ligand ("Merger Sub"), pursuant to which Merger Sub was merged with and into the
Issuer (the "Merger"), with the Issuer being the surviving corporation and a
wholly-owned subsidiary of Ligand. The Merger Agreement provides that the
holders of shares of the Common Stock of the Issuer were entitled to receive
shares of Ligand's common stock, par value $.001 per share (the "Ligand Common
Stock"), at a rate of approximately 0.036 shares of Ligand Common Stock for each
share of the Issuer's Common Stock, and cash payments by Ligand in lieu of the
issuance of fractional shares of Ligand Common Stock.
The Merger Agreement also provides for an additional $37
million in cash and/or Ligand Common Stock, at Ligand's option, to be paid
either six months after the date of receipt of final U.S. Food and Drug
Administration (the "FDA") approval to market ONTAK(TM) (DAB389IL-2,
Interleukin-2 Fusion Protein or denileukin diftitox) for cutaneous T-cell
lymphoma ("CTCL") or August 12, 2000, whichever is earlier. The $37 million
payment will not be made, however, if ONTAK has not received final approval by
the FDA by August 12, 2000, provided that Ligand has satisfied certain diligence
obligations to pursue such approval. From the $37 million payment, if and when
made, holders of the Issuer's Common Stock will receive $0.23 in, at Ligand's
option, cash or the equivalent value of Ligand Common Stock (based on the
average closing share price for the 10 trading days immediately preceding the
<PAGE> 4
payment date) for every share of Issuer Common Stock owned prior to the
effective time of the Merger.
ITEM 4. PURPOSE OF THE TRANSACTION
The purpose of the acquisition by Ligand of the issued and
outstanding Common Stock of the Issuer was the acquisition of the Issuer, and
with it, rights to ONTAK, a product which is currently under review by the FDA
that shows promise in the treatment of persistent CTCL, and the intellectual
property assets of potential commercial value from several current and possible
future royalty bearing agreements.
Following the consummation of the Merger, the Issuer became a
wholly-owned subsidiary of Ligand. Ligand filed a Form 15 to terminate the
Issuer's reporting obligations with the Securities and Exchange Commission
pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended,
on August 12, 1998, and replaced the Issuer's officers and Board of Directors
with Ligand and current Issuer employees.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a) Ligand beneficially owns 100 shares of Common Stock of the
Issuer. This represents 100% of the outstanding Common Stock
of the Issuer.
(b) Ligand has sole power to vote and dispose of 100 shares of the
Common Stock of the Issuer.
(c) Not applicable.
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds
from the sale of, the securities.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
The Merger Agreement, as defined in Item 3 above, sets forth
the terms of the Merger, including the terms on which Ligand acquired the issued
and outstanding Common Stock of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit
A Agreement and Plan of Reorganization, dated as of May 11, 1998, by and
among the Issuer, Merger Sub and Ligand (1)(2)
- ------------
<PAGE> 5
(1) This exhibit was previously filed as part of, and is hereby
incorporated by reference to, Exhibit 2.1 filed with the Reporting
Person's Registration Statement on Form S-4 (No. 333-58823) filed on
July 9, 1998.
(2) The schedules referenced in this agreement have not been included
because they are either disclosed in the agreement or do not contain
information which is material to an investment decision. Ligand agrees
to furnish to the Commission a copy of such schedules upon request.
<PAGE> 6
SIGNATURE
After reasonable 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.
Date: August 21, 1998 LIGAND PHARMACEUTICALS INCORPORATED
By: /s/ WILLIAM L. RESPESS
----------------------------------------
William L. Respess, Senior Vice President
General Counsel, Government Affairs
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
-----------
<S> <C>
A Agreement and Plan of Reorganization, dated as of May 11, 1998, by and
among the Issuer, Merger Sub and Ligand (1)(2)
- ---------
(1) This exhibit was previously filed as part of, and is hereby
incorporated by reference to, Exhibit 2.1 filed with the Reporting
Person's Registration Statement on Form S-4 (No. 333-58823) filed on
July 9, 1998.
(2) The schedules referenced in this agreement have not been included
because they are either disclosed in the agreement or do not contain
information which is material to an investment decision. Ligand agrees
to furnish to the Commission a copy of such schedules upon request.
</TABLE>
