<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the period ended September 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________________ to _________________
Commission File Number 0-19117
IMMULOGIC PHARMACEUTICAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-3397957
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
610 Lincoln Street, Waltham, MA 02451
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (781) 466-6000
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirement for the past 90 days.
Yes X No
Number of shares of $.01 par value common stock outstanding as of
November 8, 1999 20,550,773
<PAGE> 2
IMMULOGIC PHARMACEUTICAL CORPORATION
INDEX TO FORM 10-Q
<TABLE>
<CAPTION>
PART I.
FINANCIAL INFORMATION Page No.
<S> <C>
Item 1. Unaudited, Condensed Consolidated Financial Statements
and Notes
Unaudited, Consolidated Statement of Net Assets in Liquidation
As of September 30, 1999 3
Unaudited, Consolidated Balance Sheet - (Going Concern Basis)
As of December 31, 1998 4
Unaudited, Condensed Consolidated Statement of Changes in Net Liquidation for
Assets in Liquidation for The Three Months Ended September 30, 1999 5
Unaudited, Consolidated Statements of Operations - (Going Concern
Basis) For the Six Months ended June 30, 1999 and for the Three and Nine
Months Ended September 30, 1998 6
Unaudited, consolidated Statements of Cash Flows - (Going Concern Basis) for the
Six Months Ended June 30, 1999 and for the Nine Months Ended
September 30, 1998 7
Notes to Unaudited, Condensed Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of Financial 11
Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosure About Market Risk 13
PART II. OTHER INFORMATION
Item 6. Exhibits 14
Reports on Form 8-K 14
SIGNATURES 15
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
IMMULOGIC PHARMACEUTICAL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF NET ASSETS IN LIQUIDATION
(UNAUDITED)
(dollars in thousands)
<TABLE>
<CAPTION>
SEPTEMBER 30,
1999
---------------------
<S> <C>
ASSETS
Cash and cash equivalents, net of restricted cash (Note B) $ 1,449
Cantab stock 5,000
Milestones and royalties 3,200
Landlord receivable 1,400
Prepaid expenses and other current assets 322
-----------------
Total assets $ 11,371
-----------------
LIABILITIES
Estimated costs to be incurred during liquidation period 1,300
Accounts payable and accrued expenses 382
-----------------
Total liabilities 1,682
-----------------
NET ASSETS IN LIQUIDATION $ 9,689
=================
</TABLE>
The accompanying notes are an integral part of the unaudited condensed
consolidated financial statements.
3
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IMMULOGIC PHARMACEUTICAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED - GOING CONCERN BASIS)
(dollars in thousands)
<TABLE>
<CAPTION>
DECEMBER 31,
1998
---------------------
<S> <C>
ASSETS
Current assets:
Cash and cash equivalents $18,856
Short-term investments 8,219
Receivable from sale of programs 3,000
Prepaid expenses and other current assets 351
-----------------
Total current assets 30,426
Long-term investments 21,553
Other assets 4,216
=================
Total assets $ 56,195
=================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 185
Deferred rent 616
Payroll and severance costs 288
Security deposits on subleases 500
Accrued expenses and other current liabilities 573
-----------------
Total current liabilities 2,162
Other long-term liabilities 275
-----------------
Total liabilities 2,437
Stockholders' equity:
Preferred stock - $.01 par value;
1,000,000 shares authorized; no shares issued -
or outstanding
Common stock - $.01 par value; 40,000,000 shares
authorized; 20,367,672 shares issued
and outstanding at December 31, 1998 204
Additional paid-in capital 185,298
Unrealized loss on Cantab stock -
Accumulated deficit (131,744)
-----------------
Total stockholders' equity 53,758
=================
Total liabilities and stockholders' equity $ 56,195
=================
</TABLE>
The accompanying notes are an integral part of the unaudited condensed
consolidated financial statements.
4
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IMMULOGIC PHARMACEUTICAL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF
CHANGES IN NET ASSETS IN LIQUIDATION
(UNAUDITED)
(in thousands)
<TABLE>
<CAPTION>
THREE MONTHS
ENDED SEPTEMBER 30,
-------------------------
1999
-----------
<S> <C>
Stockholders' equity, July 1, 1999 $ 50,839
Liquidation basis adjustments:
Adjust assets and liabilities to fair value 18
Accrued estimated costs of liquidation (1,300)
--------
Net assets in liquidation July 1, 1999 49,557
Dividend Paid on September 1, 1999 (39,868)
--------
Net assets in liquidation, September 30, 1999 $ 9,689
========
</TABLE>
The accompanying notes are an integral part of the unaudited condensed
consolidated financial statements.
5
<PAGE> 6
IMMULOGIC PHARMACEUTICAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED - GOING CONCERN BASIS)
(in thousands, except per share data)
<TABLE>
<CAPTION>
SIX MONTHS ENDED THREE AND NINE MONTHS ENDED
JUNE 30, SEPTEMBER 30,
1999 1998 1998
<S> <C> <C> <C>
Revenues:
Sponsored research revenues $ 1,088 $ 219 $ 1,181
-------- -------- --------
Total revenues 1,088 219 1,181
Operating expenses:
Research and development 1,088 1,434 4,242
General and administrative 2,178 556 1,936
Loss on leasehold improvements, net 966 -- --
-------- -------- --------
Total operating expenses 4,232 1,990 6,178
-------- -------- --------
Operating loss (3,144) (1,771) (4,997)
Interest income 1,085 694 2,027
-------- -------- --------
Net loss $ (2,059) $ (1,077) $ (2,970)
======== ======== ========
Basic and diluted net loss per
common share $ (0.10) $ (0.05) $ (0.15)
======== ======== ========
Weighted average number of
common shares outstanding 20,376 20,366 20,360
======== ======== ========
Comprehensive loss:
Net loss $ (2,059) $ (1,077) $ (2,970)
Other comprehensive loss:
Unrealized loss on Cantab stock (872) -- --
-------- -------- --------
Comprehensive loss: $ (2,931) $ (1,077) $ (2,970)
======== ======== ========
</TABLE>
The accompanying notes are an integral part of the unaudited condensed
consolidated financial statements.
6
<PAGE> 7
IMMULOGIC PHARMACEUTICAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED - GOING CONCERN BASIS)
(in thousands)
<TABLE>
<CAPTION>
SIX MONTHS NINE MONTHS
ENDED JUNE 30, ENDED SEPT. 30,
-----------------------------------
1999 1998
-------- --------
<S> <C> <C>
Cash flows for operating activities:
Net loss $ (2,059) $ (2,970)
Adjustments used to reconcile net loss
to net cash used in operating activities:
Depreciation and amortization 72 644
Write-down of leasehold improvements 1,446 200
Rent received for leasehold improvements -- 249
Gain on sale of equipment (14) (19)
Reduction of MIT liability (275) --
Shares issued for 401(k) employer match 12 48
Change in assets and liabilities:
Prepaid and other current assets 170 87
Other assets 49 --
Accounts payable 462 (73)
Sublease deposit -- 500
Reduction in deferred rent (616) --
Accrued expenses and other current liabilities (182) (3,317)
-------- --------
Total adjustments 1,124 (1,681)
-------- --------
Net cash used in operating activities (935) (4,651)
Cash flows from investing activities:
Purchase of Cantab stock (6,000) --
Leasehold improvement sublease payments 463 --
Proceeds from sale of equipment 133 1,176
Purchase of short term investments -- (24,068)
Redemption of short term investments 8,219 28,638
Redemption of long term investments 4,142 2,366
-------- --------
Net cash provided by investing activities 6,957 8,112
Net increase in cash and cash equivalents 6,022 3,461
Cash and cash equivalents, beginning of period 18,856 8,437
-------- --------
Cash and cash equivalents, end of period $ 24,878 $ 11,898
======== ========
</TABLE>
The accompanying notes are an integral part of the unaudited condensed
consolidated financial statements.
7
<PAGE> 8
IMMULOGIC PHARMACEUTICAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1999
(unaudited)
NOTE A - ORGANIZATION AND ACCOUNTING POLICIES
On March 23 1999, the Board of Directors of ImmuLogic Pharmaceutical Corporation
(the "Company") approved a plan to liquidate and dissolve the Company (the
"Plan"). The Plan was approved by a majority of the stockholders of the Company
on August 25, 1999. The key features of the Plan are (1) the conclusion of all
business activities, other than those in execution of the Plan; (2) the sale or
disposition of all of the Company's assets; (3) the satisfaction of all
outstanding liabilities; (4) the payment of liquidating distributions to
stockholders in complete redemption of the Common Stock; and (5) the
authorization of the filing of Certificate of Dissolution with the State of
Delaware. As a result of the adoption of the Plan, the Company adopted the
liquidation basis of accounting effective July 1, 1999, whereby assets are
valued at their estimated net realizable values and liabilities are valued at
their estimated settlement amounts. The valuation of assets and liabilities
requires many estimates and assumptions by management and there are substantial
uncertainties in carrying out the provisions of the Plan. The amount and timing
of future liquidating distributions will depend upon a variety of factors
including, but not limited to, the actual proceeds from the sale of any of the
Company's assets, the ultimate settlement amounts of the Company's liabilities
and obligations, actual costs incurred in connection with carrying out the Plan,
including management fees and administrative costs during the liquidation
period, and the timing of the liquidation and dissolution.
The accompanying financial statements, notes and discussions should be read in
conjunction with the consolidated financial statements, related notes and
discussions contained in the Company's annual report on Form 10-K for the year
ended December 31, 1998 and Schedule 14A (Proxy Statement) filed on July 15,
1999.
The interim financial information contained herein is unaudited; however, in the
opinion of management, all adjustments necessary for the fair presentation of
such financial information have been included.
The December 31, 1998 year-end balance sheet data presented herein was derived
from audited financial statements, but does not include all disclosures required
by generally accepted accounting principles.
The results for the interim period are not necessarily indicative of the results
to be expected for the year ending December 31, 1999.
NOTE B - ASSETS OF THE COMPANY
Cash
As of September 30, 1999, the Company had cash and cash equivalents of
$1,949,000 of which $500,000 is restricted, representing a security deposit on a
sublease belonging to Scriptgen Pharmaceuticals Inc., a private biotechnology
company ("Scriptgen"), which is to be transferred to the landlord in connection
with the transfer of the Company's lease to Scriptgen (see Note B).
Cantab Stock
The Company currently owns 2,566,845 Cantab ordinary shares in the form of
855,615 American Depository Shares ("ADSs"). One ADS is equal to approximately
three ordinary shares. Under the terms of the
8
<PAGE> 9
Company's agreement with Cantab, the Company could not sell any of the ADSs or
Cantab ordinary shares represented by the ADSs prior to August 2, 1999.
Thereafter, the Company may immediately sell up to 25% of the ADSs, and then may
sell an additional 25% every 90 days thereafter. In addition, the Company is
obligated to sell such shares through a broker or brokers designated by Cantab
and approved by the Company, and in a manner to be agreed upon by the Company
and Cantab that is mutually advantageous to the Company and Cantab, considering
the desire for the Company to sell and the desire of Cantab to avoid undue
disruption of the market for such securities.
During the twelve months ended November 8, 1999, the ADSs traded on the Nasdaq
National Market in a range of $6.63 to $11.75 The average daily volume of the
shares during this twelve-month period has been minimal. The Board of Directors
has not yet determined when to sell any shares of Cantab stock or the manner of
any such sale. This determination will be based on the judgement of the Board of
Directors as to whether the sale of the Cantab stock at any particular time will
result in realization of the highest possible value to the Company's
stockholders and will be based upon several factors, including without
limitation, (i) the Company's contractual obligations to Cantab regarding the
sale of the ADSs; (ii) the anticipated effect on the market price of Cantab
stock; (iii) whether a sale of Cantab stock would require registration under the
Securities Act or the Exchange Act; (iv) whether an orderly public market for
Cantab stock exists; and (v) the availability of one or more purchasers of the
stock in a private sale. Based upon its trading history and the contractual
restrictions to which it is subject, the Company estimates the value for this
stock to be between $3 million and $7 million. The Company has recorded an asset
of $5 million, the estimated net value of the stock for the purpose of the
liquidation based accounting.
Milestones & Royalties
The Company could receive up to a maximum of $11 million in milestone payments
contingent upon Cantab's successful development to the end of Phase II clinical
trials of the Nicotine and Cocaine Programs sold to Cantab. These payments may
be made in cash or in additional ADSs or a combination thereof at Cantab's
discretion. The Company would receive the following for successful completion of
the Phases as defined in the agreement as follows:
Cocaine...........................Phase II $2 million
Nicotine..........................Phase I $3 million
Nicotine..........................Phase II $6 million
Upon receipt of the Phase II Cocaine or Phase I Nicotine milestones in the form
of Cantab stock or ADSs, the Company may sell up to 25% of such shares in each
of the four quarters following the expiration of an initial six-month period.
There would be no lock-up on shares paid in respect of any additional
milestones.
The Company could potentially also receive a share of net royalties Cantab may
receive from vaccine sales proportionate to the level of worldwide product sales
achieved. While the Company will attempt to monetize these potential royalty
streams, the Company does not anticipate receiving significant value for them.
The Company has not obtained an independent appraisal of these milestones and
royalties.
The Company estimates that the range of value to be received from these
milestones and royalties to be $0 to $9 million. The Company has recorded an
estimate of $3.2 million as the estimated net value for the purpose of
liquidation accounting.
9
<PAGE> 10
Landlord Receivable
In February, 1998, the Company entered into a phased sublease agreement with
Scriptgen for the Company's 85,000 square foot headquarters and research and
development facility located in Waltham, Massachusetts. The entire facility was
subleased to Scriptgen effective August 1, 1999. Under the terms of the
sublease, Scriptgen has assumed the Company's obligation under the lease in
addition to reimbursing the Company for a portion of the Company's leasehold
investments. The Company negotiated with the landlord and Scriptgen an
arrangement which eliminated the Company's liability for the lease in the event
that Scriptgen were to default on its sublease obligations. In consideration for
such arrangement, the Company expects to receive a reduced amount of leasehold
investment reimbursement of $55,000 per month through August of 2002 or
approximately $1.9 million in the aggregate. If Scriptgen were to default on its
lease agreement, the Company could receive less than the $1.9 million. The
Company has not obtained an independent appraisal on the value of the income
stream. The Company has recorded an estimate of $1.4 million as the estimated
net value for the purpose of liquidation accounting.
NOTE C - LIABILITIES OF THE COMPANY
At September 30, 1999, the Company recorded an estimate of $1.3 million of cost
including management compensation, professional fees, insurance, and facility
costs to be incurred during the 3 year liquidation period. Accrued expenses and
other current liabilities consist primarily of costs incurred through September
30, 1999, including severance costs and other operating costs.
NOTE D - LIQUIDATING DISTRIBUTION
On September 1, 1999, the Company returned to its stockholders the sum of $39.9
million ($1.94 per share, based on 20,550,773 shares of Common Stock currently
outstanding) to stockholders of record as of August 25, 1999. Future
distributions to stockholders will be made by the Board of Directors of the
Company as the Company's assets are converted to cash. The actual amount and
timing of future distributions cannot be predicted at this time. The Company
will distribute pro rata to its stockholders, in cash or in-kind, or sell or
otherwise dispose of, all of its property and assets. The liquidation will be
concluded prior to August 27, 2002 by a final liquidating distribution either
directly to the stockholders or to one or more liquidating trusts. Details
regarding the plan to liquidate and dissolve the Company can be found in the
Company's 1999 Proxy Statement filed with the Securities and Exchange Commission
and mailed to stockholders on July 15, 1999.
NOTE E - CERTIFICATE OF DISSOLUTION
The Company filed a Certificate of Dissolution with the State of Delaware on
August 27, 1999.
10
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ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
On February 5, 1999, the Company announced that its Board of Directors had
decided to conclude the business activities of the Company as soon as
practicable. On March 23 1999, the Board of Directors approved a plan to
liquidate and dissolve the Company (the "Plan"). The Plan was approved by a
majority of the stockholders of the Company on August 25, 1999. The key features
of the Plan are (1) the conclusion of all business activities, other than those
in execution of the Plan; (2) the sale or disposition of all of the Company's
assets; (3) the satisfaction of all outstanding liabilities; (4) the payment of
liquidating distributions to stockholders in complete redemption of the Common
Stock; and (5) the authorization of the filing of Certificate of Dissolution
with the State of Delaware. As a result of the adoption of the Plan, the Company
adopted the liquidation basis of accounting effective July 1, 1999, whereby
assets are valued at their estimated net realizable values and liabilities are
valued at their estimated settlement amounts. The valuation of assets and
liabilities requires many estimates and assumptions by management and there are
substantial uncertainties in carrying out the provisions of the Plan. The amount
and timing of future liquidating distributions will depend upon a variety of
factors including, but not limited to, the actual proceeds from the sale of any
of the Company's assets, the ultimate settlement amounts of the Company's
liabilities and obligations, and actual costs incurred in connection with
carrying out the Plan, including management fees and administrative costs during
the liquidation period, and the timing of the liquidation and dissolution.
The Company is a Delaware corporation and Delaware law requires that the Company
stay in existence as a non-operating entity for three years from August 27,
1999, the date the Company filed a certificate of dissolution in Delaware.
During the dissolution period, the Company will attempt to convert its remaining
assets to cash as expeditiously as possible.
On September 1, 1999, the Company returned to its stockholders the sum of $39.9
million ($1.94 per share, based on 20,550,773 shares of Common Stock currently
outstanding) to stockholders of record as of August 25, 1999. Future
distributions to stockholders will be made by the Board of Directors of the
Company as the Company's assets are converted to cash. The actual amount and
timing of future distributions cannot be predicted at this time. The Company
will distribute pro rata to its stockholders, in cash or in-kind, or sell or
otherwise dispose of, all of its property and assets. The liquidation will be
concluded prior to August 27, 2002 by a final liquidating distribution either
directly to the stockholders or to one or more liquidating trusts. Details
regarding the plan to liquidate and dissolve the Company can be found in the
Company's 1999 Proxy Statement filed with the Securities and Exchange Commission
and mailed to stockholders on July 15, 1999.
RESULTS OF OPERATIONS
During the third quarter of 1999, the Company terminated its operations and
recorded all adjustments necessary under generally accepted accounting policies
for a liquidation based entity to reflect the carrying amount of assets and
liabilities estimated to be incurred during the Company's liquidation period. As
a result, the operations of the Company are not comparable to prior period
activity.
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LIQUIDITY AND CAPITAL RESOURCES
The Company's primary objectives are to liquidate its assets in the shortest
time period possible while realizing the maximum values for such assets and
reduction of operating costs. Although the Company considers its assumptions and
estimates as to the value and timing of such liquidations to be reasonable, the
period of time to liquidate the assets and distribute the proceeds of such
assets is subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond the Company's control.
Cash available for distributions was approximately $1,449,000 at September 30,
1999 (cash of $1,949,000 less security deposit due to landlord of $500,000).
On September 1, 1999, the Company returned to its stockholders the sum of $39.9
million ($1.94 per share, based on 20,550,773 shares of Common Stock currently
outstanding) to stockholders of record as of August 25, 1999. Future
distributions to stockholders will be made by the Board of Directors of the
Company as the Company's assets are converted to cash. The actual amount and
timing of future distributions cannot be predicted at this time. The Company
will distribute pro rata to its stockholders, in cash or in-kind, or sell or
otherwise dispose of, all of its property and assets. The liquidation will be
concluded prior to August 27, 2002 by a final liquidating distribution either
directly to the stockholders or to one or more liquidating trusts. Details
regarding the plan to liquidate and dissolve the Company can be found in the
Company's 1999 Proxy Statement filed with the Securities and Exchange Commission
and mailed to stockholders on July 15, 1999.
YEAR 2000
Certain companies may face problems if the computer processors and software upon
which they directly or indirectly rely are unable to process date values
correctly upon the turn of the millennium ("Year 2000").
The Company presently believes that its computer systems, software and other
equipment are Year 2000 compliant and that the liquidation process will not be
affected by any Year 2000 issues. Costs incurred to date related to Year 2000
have not been material and future costs are not expected to be material.
FORWARD LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements. For this
purpose, any statements contained herein that are not statements of historical
fact may be deemed to be forward-looking statements. Without limiting the
foregoing, the words "believes," "anticipates," "plans," expects," "intends",
"estimates", and similar expressions are intended to identify forward-looking
statements. There are a number of important factors that could affect the future
activities of the Company, including, without limitation, the factors set forth
below and those set forth under the heading "Future Results" and elsewhere in
the Company's Annual Report on Form 10-K for the year ended December 31, 1998,
as filed with the Securities and Exchange Commission, and the information
contained in this Quarterly Report on Form 10-Q should be read in light of such
factors.
The Company's plan is to conclude the business activities of the Company and
distribute the Company's assets to its stockholders. The success of this plan
depends in large part upon the Company's ability to retain the services of
certain of its current executives or to attract qualified replacements for them.
The Company expects that it will not be able to satisfy the requirements for
continued listing of its common stock on the Nasdaq National Market ("NASDAQ").
The Company received a notice from NASDAQ on October 19, 1999, indicating that
the company would be delisted as of January 19, 2000. The rules of
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NASDAQ require that companies listed on NASDAQ satisfy certain requirements for
listing, including that a listed company continue to have an operating business.
Since the Company has terminated its business activities, it no longer has an
operating business. If NASDAQ delists the Company's common stock, the ability of
stockholders to buy and sell shares may be materially impaired.
Any future payments which the Company may receive under its agreements with
Cantab, Heska, and Sankyo and, therefore, any future value which may be returned
to the Company's stockholders with respect to those agreements, are dependent
upon the successful development and commercialization and in large part,
commercialization of the products licensed or sold to such companies, as the
case may be. The respective ability of Cantab, Heska, and Sankyo to develop and
commercialize their products is subject to all of the risks and uncertainties
inherent in the biotechnology industry, including those associated with the
early stage of development of such products, government regulation, competition,
patents and proprietary rights, manufacturing and marketing, additional
financing requirements and access to capital, product liability and third-party
reimbursement. There can be no assurance that any of these products will be
successfully developed or commercialized or that the Company will be able to
receive value during the liquidation period.
The Company sold certain assets related to its drugs of addiction vaccine
programs for the treatment of nicotine and cocaine addiction to Cantab. In
exchange for these assets and cash totaling $6,000,000, the Company received
2,566,845 new Cantab Ordinary Shares of 2p each, which are represented by
855,615 American Depository Receipts ("ADR's"). In addition, ImmuLogic is
entitled to receive additional payments if Cantab achieves certain milestones in
its cocaine and nicotine clinical development. These payments may, at the option
of Cantab, be paid in ADR's. The ADR's held by the Company are subject to
certain contractual limitations with respect to disposition of the shares. In
addition, the ADR's currently held by the Company, and which may be issued to
the Company, are subject to extreme price and volume fluctuations. Accordingly,
the value estimate of $5,000,000, which the Company recorded to be received upon
disposition of such shares and to be distributed to the stockholders with
respect thereto, cannot be assured.
The actual timing of future distributions cannot be predicted at this time. The
Company will distribute pro rata to its stockholders, in cash or in-kind, or
sell or otherwise dispose of, all of its property and assets. The liquidation
will be concluded prior to the third anniversary thereof by a final liquidating
distribution either directly to the stockholders or to one or more liquidating
trusts. Details regarding the plan to liquidate and dissolve the Company can be
found in the Company's 1999 Proxy Statement filed with the Securities and
Exchange Commission and mailed to stockholders on July 15, 1999.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The Company's investment policy specifies credit quality standards for the
Company's investments and limits the amount of credit exposure to any single
issue, issuer or type of investment. The Company does not believe that it has
any material exposure to market risk with respect to derivative or other
financial instruments which would require disclosure under this item.
13
<PAGE> 14
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit:
Exhibit
Number Exhibit
27 Financial Data Schedule
(b) Reports on Form 8-K: A Current Report on Form 8-K
was filed on August 26, 1999.
14
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
IMMULOGIC PHARMACEUTICAL CORPORATION
(Registrant)
Date: 11/15/99 /s/ J. Richard Crowley
J. Richard Crowley
President, Secretary and Treasurer
(Principal Financial and Accounting Officer)
15
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Immulogic
Form 10-Q for the period ended September 30, 1999 financial statements (in
liquidation accounting) and is qualified in its entirety by reference to such
Immulogic Form 10-Q for the period ended September 30, 1999.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JUL-01-1999
<PERIOD-END> SEP-30-1999
<EXCHANGE-RATE> 1
<CASH> 1,449
<SECURITIES> 5,000
<RECEIVABLES> 4,922
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 11,371
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 11,371
<CURRENT-LIABILITIES> 1,682
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 1,682
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
