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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )*
Ilex Oncology, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
451923 10 6
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(CUSIP Number)
Phillip H. Watts, Esq., 16825 Northchase Drive, Suite 1300, Houston, TX 77060.
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 18, 1999
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(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 that 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)
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* 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).
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CUSIP No. 451923 10 6 13D
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
PRN Research, Inc. ("PRNR")
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
PRNR acquired the securities pursuant to a Services Agreement and
Termination Agreement, in exchange for services provided by PRNR to the Issuer,
as more fully described in this report.
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
PRNR is a Texas corporation.
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 1,255,988 (all of such shares are owned by PRNR, a
wholly owned subsidiary of USON)
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,255,988 (all of such shares are owned by PRNR, a wholly
Owned subsidiary of USON)
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,255,988
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 451923 10 6 13D
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
US Oncology, Inc. ("USON")
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
PRNR, a wholly owned subsidiary of USON, acquired the securities pursuant
to a Services Agreement and Termination Agreement in exchange for services
provided by PRNR to the Issuer, as more fully described in this report.
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USON is a Delaware corporation.
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 1,255,988 (all of such shares are owned by PRNR, a wholly
owned subsidiary of USON)
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,255,988 (all of such shares are owned by PRNR, a wholly
Owned subsidiary of USON)
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,255,988
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO HC
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 451923 10 6 13D
________________________________________________________________________________
Item 1. Security and Issuer.
This Statement on Schedule 13D relates to the Common Stock, $0.01 par
value per share (the "Shares"), of Ilex Oncology, Inc., a Delaware corporation
(the "Issuer"). The principal executive offices of the Company are located
at 11550 IH-10 West Suite 300, San Antonio, Texas 78245.
________________________________________________________________________________
Item 2. Identity and Background.
(a) This Statement is filed by US Oncology, Inc. and PRN Research, Inc.
(collectively, the "Reporting Persons").
(b) The principal executive offices of the Reporting Persons are located at
16825 Northchase Drive, Suite 1300, Houston, Texas 77060.
(c) The Reporting Persons provide practice management, administrative and other
services to physician groups specializing in the treatment of cancer. PRNR
is an indirect wholly owned subsidiary of USON focusing on research
activities of managed groups.
Information regarding the foregoing with respect to each of the Officers and
Directors of each of the Reporting Persons is set forth on Schedule A to this
Schedule 13-D.
(d) Neither of the Reporting Persons, nor, to the knowledge of the Reporting
Persons, any of the individuals named on Schedule A hereto, has been
convicted in a criminal proceeding in the past five years (excluding
traffic violations or similar misdemeanors).
(e) During the past five years, neither of the Reporting Persons, nor, to the
knowledge of the Reporting Persons any of the individuals named on Schedule
A hereto, was a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which such person 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 of finding any violation with respect to such laws.
(f) Each of the officers and directors of the Reporting Persons is a United
States citizen.
________________________________________________________________________________
Item 3. Source and Amount of Funds or Other Consideration.
The shares of Common Stock were acquired by PRNR pursuant to the terms of
that certain Service Agreement (the "Service Agreement"), dated effective June
30, 1997, by and between PRNR and the Issuer, pursuant to which the Issuer and
PRNR provided certain services to one another relating to managing and
sponsoring oncology clinical research trials. As described below, the Service
Agreement has been terminated. Prior to such termination, PRNR had received a
total of 626,788 shares of common stock in July of 1997 and July of 1998
pursuant to the Service Agreement. In addition, if the Service Agreement had
continued in effect, PRNR would have been entitled to receive 314,600 shares on
each of July 1, 1999 and July 1, 2000. Under the terms of the Service
Agreement, PRNR would also have been entitled to receive additional shares of
Common Stock of the Issuer if certain financial thresholds relating to clinical
trials were met. In addition, during the term of the Service Agreement, the
Issuer had agreed to cause to be nominated to the Issuer's board of directors an
individual designated by PRNR. Currently, Joseph S. Bailes, M.D., an officer of
USON, serves in such capacity on the Issuer's board.
PRNR and the Issuer entered into a Termination Agreement (the "Termination
Agreement"), pursuant to which the Service Agreement was terminated effective
June 30, 1999. The Termination Agreement terminated all of PRNR's rights under
the Service Agreement, including the right to receive additional stock payments
in the future and the right to designate a nominee to the Issuer's board of
directors. Pursuant to the Termination Agreement, the Issuer agreed to issue
to PRNR an additional 629,200 shares of its Common Stock. The Shares were
issued on August 18, 1999.
The Issuer and PRNR also entered into a Registration Rights Agreement dated
July 7, 1997, pursuant to which the Issuer has agreed to register the shares of
its Common Stock delivered to PRNR pursuant to the Service Agreement and the
Termination Agreement, subject to the terms and conditions more fully set forth
therein. The Registration Rights Agreement was not terminated by the
Termination Agreement.
________________________________________________________________________________
Item 4. Purpose of Transaction.
PRNR acquired the Common Stock reported in Item 5(c) as consideration for
its services under the Service Agreement, and in consideration of its agreement
to terminate the Service Agreement as evidenced by the Termination Agreement.
PRNR holds the shares for investment purposes only. Depending upon its
evaluation of the Issuer's prospects, and upon future developments (including,
but not limited to, market for the Shares, availability of funds, alternative
uses of funds, and money, stock market and general economic conditions), each of
the Reporting Persons may from time to time purchase the Common Stock, or
dispose of all or a portion of the Common Stock that it holds, or cease buying
or selling Common Stock. Any such additional purchases or sales of the Common
Stock may be in open market or privately-negotiated transactions or otherwise.
Except as set forth above, neither of the Reporting Persons and, to the
knowledge of the Reporting Persons no officer or director thereof, has a plan or
proposal which relates to or would result in: (a) The acquisition by any person
of additional securities of the Issuer, or the disposition of securities of the
Issuer; (b) An extraordinary corporate transaction such as a merger,
reorganization or liquidation involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries; (d) Any change in the present Board of Directors or management
of the Issuer, including any plans or proposals to change the number of or term
of Directors or to fill any existing vacancies on the Board; (e) Any material
change in the present capitalization or dividend policy of the Issuer; (f) Any
other material change in the Issuer's business or corporate structure; (g)
Changes in the Issuer's charter, by-laws, or instruments corresponding thereto
or other actions which may impede the acquisition of control of the Issuer by
any person; (h) Causing the Common Stock to cease to be authorized to be traded
on The Nasdaq Stock Market, Inc. (i) To have the Common Stock terminated from
registration under the Securities Act of 1933; or (j) Any action similar to any
of those enumerated above.
________________________________________________________________________________
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Persons are beneficial owners of 1,255,988 shares of Common
Stock or approximately 7.7% of the shares reported as outstanding by the
Issuer in its Form 10-Q for the quarter June 30, 1999. PRNR is the
direct beneficial and record owner of all such shares. In addition, in his
capacity as a director of the Issuer, Joseph Bailes, M.D., an executive
officer of USON, is the holder of options to purchase 9,056 shares of
Common Stock of the Issuer.
(b) PRNR has the power to direct the disposition of and vote the stock held by
it. As the ultimate corporation of PRNR, USON may be deemed to have
beneficial ownership of the shares owned by PRNR.
(c) Neither of the Reporting Persons, nor to the knowledge of the Reporting
persons, any of their officers or directors have effected transactions in
the Issuer's Common Stock during the past sixty (60) days, other than as
described herein.
(d) No person other than PRNR has the right to receive dividends and proceeds
from the sale of Common Stock held by it. As PRNR's ultimate parent
corporation, USON may be deemed to have the power to direct the receipt of
dividends and the proceeds from the sale of the Common Stock held by PRNR.
(e) Not Applicable.
________________________________________________________________________________
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
See disclosure in Items 3 and 4. In addition, in his capacity as a
director of the Issuer, Joseph Bailes, M.D., an executive officer of USON, is
the holder of options to purchase 9,056 shares of Common Stock of the Issuer.
________________________________________________________________________________
Item 7. Material to be Filed as Exhibits.
Exhibit 1. Service Agreement effective June 30, 1997 by and between
the Issuer and PRNR (filed as Exhibit 10.4 to the Issuer's quarterly report on
Form 10-Q for the quarter ended June 30, 1997 and incorporated herein by
reference)
Exhibit 2. Termination Agreement effective June 30, 1999 by and
between the Issuer and PRNR (filed as Exhibit 10.3 to USON's quarterly report on
Form 10-Q for the quarter ended June 30, 1999 and incorporated herein by
reference.)
Exhibit 3. Registration Rights Agreement dated July 7, 1997, by and
between the Issuer and PRNR (filed as Exhibit 10.5 to the Issuer's quarterly
report on Form 10-Q for the quarter ended June 30, 1997 and incorporated herein
by reference.)
________________________________________________________________________________
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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.
PRN Research, Inc.
/s/ L. Fred Pounds Dated: August 23, 1999
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L. Fred Pounds, Treasurer and
Secretary
US Oncology, Inc.
/s/ L. Fred Pounds Dated: August 23, 1999
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L. Fred Pounds, Chief Financial
Officer
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
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Schedule A
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Officers and Directors of PRN Research, Inc.
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R. Dale Ross President and Director
Lloyd K. Everson, M.D. Vice President and Director
L. Fred Pounds Treasurer and Secretary and Director
L. Duane Choate Vice President and Assistant Secretary
Executive Officers of US Oncology, Inc.
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R. Dale Ross Chairman of the Board and Chief Executive Officer
Lloyd K. Everson, M.D. President
L. Fred Pounds Chief Financial Officer, Vice President of Finance and
Treasurer
O. Edwin French Chief Operating Officer
Leo E. Sands Chief Compliance Officer
David Chernow Chief Development Officer
Joseph S. Bailes, M.D. Executive Vice President
L. Duane Choate Vice President of Operations
The present business address of all of the foregoing individuals is 16825
Northchase Drive, Suite 1300, Houston, Texas 77060.
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Directors of US Oncology, Inc.
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<TABLE>
<CAPTION>
Name Present Business Address Present Principal Occupation
<S> <C> <C>
R. Dale Ross 16825 Northchase Drive, Suite 1300, Chief Executive Officer, US Oncology,
Houston, Texas 77060 Inc.
Nancy Brinker 9410 Alva Court CEO - In Your Corner, Inc., a provider
Dallas, Texas 75229 of health and wellness products and
services
Russell L. Carson 320 Park Avenue, Suite 2500 Partner - Welsh, Carson, Anderson &
New York, New York 10022 Stowe, an investment partnership
John T. Casey 16825 Northchase Drive, Suite 1300, Former Chief Executive Officer,
Houston, Texas 77060 Physician Reliance Network, Inc., now
a part time employee of physician
Reliance Network, Inc.
J. Taylor Crandall 201 Main Street Vice President and CFO of Keystone,
Fort Worth, TX 76102 Inc., an investment company.
James E. Dalton, Jr. 103 Continental Place President, CEO and Director of Quorum
Brentwood, Tennessee 37207 Health Group, Inc., a health care
company
Robert W. Daly 36 Washington Street, Suite 170 Managing Director, MedEquity Investors,
Wellesley Hills, MA 02481 LLC, a health care venture capital
firm.
Stephen E. Jones, M.D. 3535 Worth Street Physician, Texas Oncology, P.A.
Dallas, Texas 75246
Stanley M. Marks, M.D. 816 Middle Street Physician, Oncology-Hematology
Pittsburgh, PA 15212 Associates
Richard B. Mayor 700 Louisiana Ave, Ste. 1900 Of Counsel, Mayor, Day, Caldwell &
Houston, Texas 77002 Keeton, L.L.P.
Robert A. Ortenzio 4718 Old Gettysburg Road President and Chief Operating Officer,
Mechanicsburg, PA 17055 Select Medical Corporation
Boone Powell, Jr. 3500 Gaston Avenue President and Chief Executive Officer,
Dallas, TX 75246 Baylor Health Care System and Baylor
University Medical Center
Edward E. Rogoff, M.D. 2625 Craycroft Road, Suite 100 Physician, Southwestern Radiation
Tucson, AZ 85712 Oncology, Ltd.
Burton S. Schwartz, M.D. 800 E. 25th Street Physician, Minnesota Oncology
405 Piper Bldg. Hematology, P.A.
Minneapolis, Minnesota 55407
</TABLE>
