<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 March 31, 2000
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)
<TABLE>
<S> <C>
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)
</TABLE>
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
May 8, 2000 20,550,773
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IMMULOGIC PHARMACEUTICAL CORPORATION
INDEX TO FORM 10-Q
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION Page No.
<S> <C> <C>
Item 1. Unaudited, Condensed Consolidated Financial Statements
and Notes
Unaudited, Condensed Consolidated Statement of Net Assets in Liquidation
As of March 31, 2000 3
Unaudited, Condensed Consolidated Statement of Changes in Net Liquidation for
Assets in Liquidation for the Three Months Ended March 31, 2000 4
Unaudited, Condensed Consolidated Statement of Operations
(Going Concern Basis) for the Three Months Ended March 31, 1999 5
Unaudited, Condensed Consolidated Statement of Cash Flows
(Going Concern Basis) for the Three Months Ended March 31, 1999 6
Notes to Unaudited, Condensed Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial 10
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
(in thousands)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
------- -------
(UNAUDITED)
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 2,197 $ 2,168
Cantab stock 12,000 12,000
Milestones and royalties 3,000 3,000
Landlord receivable 1,237 1,400
Other assets 13 53
------- -------
Total assets $18,447 $18,621
------- -------
LIABILITIES
Estimated costs to be incurred during liquidation period 1,092 1,215
Accounts payable and accrued expenses 454 505
------- -------
Total liabilities 1,546 1,720
------- -------
NET ASSETS IN LIQUIDATION $16,901 $16,901
======= =======
</TABLE>
The accompanying notes are an integral part of the
unaudited condensed consolidated financial statements.
3
<PAGE> 4
IMMULOGIC PHARMACEUTICAL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF
CHANGES IN NET ASSETS IN LIQUIDATION
(UNAUDITED)
(in thousands)
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
MARCH 31,
2000
--------
<S> <C>
Net assets in liquidation, December 31, 1999 $ 16,901
Investment income (19)
Change in cash and cash equivalents 29
Payment of estimated costs to be incurred during liquidation period 123
Cash received from landlord (163)
Other cash receipts (21)
Net change in accounts payable and accrued expenses 51
--------
Net assets in liquidation March 31, 2000 $ 16,901
========
</TABLE>
The accompanying notes are an integral part of the unaudited condensed
consolidated financial statements.
4
<PAGE> 5
IMMULOGIC PHARMACEUTICAL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED - GOING CONCERN BASIS)
(in thousands, except per share data)
<TABLE>
<CAPTION>
THREE
MONTHS
ENDED
MARCH 31,
1999
--------
<S> <C>
Revenues:
Sponsored research revenues $ 740
--------
Total revenues 740
Operating expenses:
Research and development 740
General and administrative 1,546
--------
Total operating expenses 2,286
--------
Operating loss (1,546)
Interest income 559
--------
Net loss $ (987)
========
Basic and diluted net loss per common share $ (0.05)
========
Weighted average number of
common shares outstanding 20,375
========
Comprehensive loss:
Net loss $ (987)
Other comprehensive loss:
Unrealized loss on Cantab stock (173)
--------
Comprehensive loss $ (1,160)
========
</TABLE>
The accompanying notes are an integral part of the
unaudited condensed consolidated financial statements.
5
<PAGE> 6
IMMULOGIC PHARMACEUTICAL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED - GOING CONCERN BASIS)
(in thousands)
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
MARCH 31,
1999
--------
<S> <C>
Cash flows for operating activities:
Net loss $ (987)
Adjustments used to reconcile net loss
to net cash used in operating activities:
Depreciation and amortization 47
Leasehold improvement sublease payments 231
Reduction of MIT liability (275)
Shares issued for 401(k) employer match 11
Change in assets and liabilities:
Prepaid and other current assets (190)
Accounts payable 196
Accrued expenses and other current liabilities 723
--------
Total adjustments 743
--------
Net cash used in operating activities (244)
Cash flows from investing activities:
Purchase of Cantab stock (6,001)
Purchase of short term investments --
Redemption of short term investments 8,219
Redemption of long term investments 4,177
--------
Net cash provided by investing activities 6,395
Net increase in cash and cash equivalents 6,151
Cash and cash equivalents, beginning of period 18,856
--------
Cash and cash equivalents, end of period $ 25,007
========
</TABLE>
The accompanying notes are an integral part of the
unaudited condensed consolidated financial statements.
6
<PAGE> 7
IMMULOGIC PHARMACEUTICAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2000
(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 and the imminent nature of the
liquidation, 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 remaining 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, 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 results for the interim period are not necessarily indicative of the results
to be expected for the year ending December 31, 2000.
NOTE B - LIQUIDATION BASIS OF ACCOUNTING
Cantab Stock
In December 1998, the Company signed an agreement with Cantab for the sale of
the Company's assets and the transfer of control over the programs related to
its drugs of addiction vaccine programs for the treatment of nicotine and
cocaine addiction. The assets sold consisted primarily of patents and other
intellectual property, as well as certain equipment and materials used in these
programs. In connection with this sale, the Company remitted $6,000,000 in cash
to Cantab in 1999 and received 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 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
7
<PAGE> 8
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 three months ended March 31, 2000, the ADSs traded on the Nasdaq
National Market in a range of $9.25 to $33.00. The average daily volume of the
shares during this three-month period has been approximately 8,700 shares. 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. The valuation of this investment is
based upon subjective judgements due to the inherent uncertainty of Cantab's
volatile stock price, low trading volume, the large quantity of shares the
Company holds in Cantab, and restrictions in place under the Company's agreement
with Cantab as outlined above. Accordingly, based upon its 90 day trading
history, applying a discount factor and taking into consideration the
contractual restrictions to which it is subject, the Company recorded an asset
of $12 million at December 31, 1999, the estimated net realizable value of the
stock for the purpose of the liquidation basis accounting. The estimate recorded
for the stock has not changed since December 31, 1999 because no factors have
indicated a change in the net realizable value.
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
and thus has not recorded any net realizable value for the royalty stream.
The Company estimates that the range of value to be received from these
milestones and royalties to be $0 to $11 million based on the contract terms.
The Company recorded $3.0 million at December 31, 1999 as the estimated net
realizable value for the purpose of liquidation basis accounting, which assumes
the realization of one of these milestones. The estimate recorded for the
milestones has not changed since December 31, 1999 because no factors have
indicated a change in the net realizable value.
8
<PAGE> 9
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
improvements. 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 $55,000 per month through
August of 2002 or approximately $1.76 million in the aggregate. If Scriptgen
were to default on its lease agreement or if the Company sold its interest in
the lease, the Company would receive less than the $1.76 million. As of March
31, 2000, the Company has recorded $1.2 million (estimate of $1.4 million as of
December 31, 1999 less $0.2 million in payments received during the first
quarter of 2000) as the remaining estimated net realizable value for the purpose
of liquidation basis accounting.
Liabilities
At March 31, 2000, the Company estimates that there are $1.1 million of costs
remaining to be incurred during the remaining liquidation period through August
26, 2002 as compared to $1.2 million of costs remaining as of December 31, 1999.
The decease of $0.1 million resulted from payments made during the first quarter
of 2000 consisting of management compensation ($50,000), professional fees
($25,000), and facility/miscellaneous costs ($50,000).
9
<PAGE> 10
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
OVERVIEW
Since inception, the Company had focused on the research and clinical
development of products to treat allergies, autoimmune diseases, and vaccines
for the management of drugs of abuse.
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 and the
imminent nature of the liquidation, 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 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
net assets to cash as expeditiously as possible.
On September 1, 1999, the Company returned to its stockholders the sum of $39.9
million (or $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 would be made by the Board of Directors of the
Company as the Company's net assets are converted to cash. The actual amount and
timing of future distributions cannot be predicted at this time. The Company
intends to distribute pro rata to its stockholders, in cash or in-kind, or sell
or otherwise dispose of, all of its property and net assets. The liquidation
should 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.
10
<PAGE> 11
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary objectives are to liquidate its net assets in an efficient
manner that optimizes the values for such assets and to reduce operating costs.
The period of time to liquidate the assets and distribute the proceeds of the
Company's assets is subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond the Company's control.
As of March 31, 2000, the Company had cash and cash equivalents of $2,197,000
invested primarily in high-grade commercial paper and money market funds.
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 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. The valuation of this investment is based upon subjective judgements
due to the inherent uncertainty of Cantab's volatile stock price, low trading
volume, the large quantity of shares the Company holds in Cantab, and
restrictions in place under the Company's agreement with Cantab as outlined
above. Accordingly, based upon its 90 day trading history, applying a discount
factor and taking into consideration the contractual restrictions to which it is
subject, the Company recorded an asset of $12 million at December 31, 1999, the
estimated net realizable value of the stock for the purpose of the liquidation
basis accounting. The estimate recorded for the stock has not changed since
December 31, 1999 because no factors have indicated a change in the net
realizable value.
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
and thus has not recorded any net realizable value for the royalty streams.
11
<PAGE> 12
The Company estimates that the range of value to be received from these
milestones and royalties to be $0 to $11 million based on the contract terms.
The Company recorded $3.0 million at December 31, 1999 as the estimated net
realizable value for the purpose of liquidation basis accounting, which assumes
the realization of one of these milestones. The estimate recorded for the
milestones has not changed since December 31, 1999 because no factors have
indicated a change in the net realizable value.
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
improvements. 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 $55,000 per month through
August of 2002 or approximately $1.76 million in the aggregate. If Scriptgen
were to default on its lease agreement or if the Company sold its interest in
the lease, the Company would receive less than the $1.76 million. As of March
31, 2000, the Company has recorded $1.2 million (estimate of $1.4 million as of
December 31, 1999 less $0.2 million in payments received during the first
quarter of 2000) as the remaining estimated net realizable value for the purpose
of liquidation basis accounting.
At March 31, 2000, the Company estimates that there are $1.1 million of costs
remaining to be incurred during the remaining liquidation period through August
26, 2002 as compared to $1.2 million of costs remaining as of December 31, 1999.
The decease of $0.1 million resulted from payments made during the first quarter
of 2000 consisting of management compensation ($50,000), professional fees
($25,000), and facility/miscellaneous costs ($50,000).
Accrued expenses and other current liabilities consists primarily of costs
incurred through June 30, 1999, including severance costs and other operating
costs incurred prior to the liquidation of the Company. The severance costs will
be paid beginning in the second quarter of 2000.
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, 1999,
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 no longer satisfies 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 22, 2000. The delisting of the company's common stock in
fact occurred on that date. Because NASDAQ has delisted the Company's common
stock, the ability of stockholders to buy and sell shares may be materially
impaired. The Company's common stock is now traded on the NASDAQ
over-the-counter bulletin board.
12
<PAGE> 13
Any future payments which the Company may receive under its agreements with
Cantab and Heska, 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 of the products licensed or sold to
such companies, as the case may be. The respective ability of Cantab and Heska
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
receive any value with respect to them 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 Shares ("ADS'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 ADS's. The ADS's held by the Company are subject to certain
contractual limitations with respect to disposition of the shares. In addition,
the ADS's currently held by the Company, and which may be issued to the Company,
are subject to extreme price and volume fluctuations. Accordingly, the net
realizable value of $12,000,000, 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 intends to distribute pro rata to its stockholders, in cash or in-kind,
or sell or otherwise dispose of, all of its property and net assets. The
liquidation should 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: None
14
<PAGE> 15
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: 5/12/00 /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
PHARMACEUTICAL CORPORATION CONSOLIDATED STATEMENT OF NET ASSETS AS OF MARCH 31,
2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH IMMULOGIC
PHARMACEUTICAL CORPORATION FORM 10-Q FOR THE PERIOD ENDING MARCH 31, 2000.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 2,197
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,197
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 18,447
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<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
<FN>
IMMULOGIC PHARMACEUTICAL CORPORATION "THE COMPANY" IS ADOPTED THE LIQUIDATION
BASIS OF ACCOUNTING AS OF JULY 1, 1999.
</FN>
</TABLE>
