UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 17, 2003
WYETH
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(Exact Name of registrant specified in its charter)
Delaware 1-1225 13-2526821
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(State or other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification No.)
Five Giralda Farms
Madison, NJ 07940
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (973) 660-5000
Item 2. Acquisition or Disposition of Assets
Prior to July 15, 2002, Wyeth (the "Company" or the "Registrant") was the
beneficial owner of 223,378,088 shares of common stock, par value $0.01 per
share (the "Immunex Common Stock"), of Immunex Corporation, a Washington
corporation ("Immunex").
On July 15, 2002, Amgen Inc., a Delaware corporation ("Amgen"), completed its
acquisition of Immunex pursuant to the Amended and Restated Agreement and Plan
of Merger dated as of December 16, 2001 among Amgen, AMS Acquisition Inc., a
wholly owned subsidiary of Amgen ("Merger Sub"), and Immunex, as amended by the
First Amendment to Amended and Restated Agreement and Plan of Merger dated as of
July 15, 2002 (the "Merger Agreement"). Pursuant to the Merger Agreement,
Immunex was merged with and into Merger Sub (the "Merger"), with Merger Sub
continuing as the surviving corporation and a wholly owned subsidiary of Amgen,
and each share of Immunex Common Stock outstanding at the effective time of the
Merger was converted into the right to receive 0.44 of a share of Amgen common
stock, par value $0.0001 per share (the "Amgen Common Stock"), and $4.50 in
cash.
As a result of the Merger, the Company exchanged all of its shares of Immunex
Common Stock for 98,286,358 shares of Amgen Common Stock, representing
approximately 7.7% of Amgen's outstanding common stock, and approximately $1.005
billion in cash. The Amgen Common Stock that the Company received in the Merger
is subject to a Stockholders' Rights Agreement, dated as of December 16, 2001
(the "Stockholders' Agreement"), by and among Amgen, the Company and two wholly
owned subsidiaries of the Company. Pursuant to the Stockholders' Agreement,
which became effective upon the issuance of the Amgen Common Stock to the
Company, the Company and such wholly owned subsidiaries agreed to certain
standstill, voting, lock-up and sale volume limitation provisions with respect
to the Amgen Common Stock, including a provision prohibiting the Company,
without the consent of Amgen, from disposing of greater than an aggregate of
20,000,000 shares of Amgen Common Stock in any calendar quarter, subject to
certain exceptions, including the right to request a limited number of
underwritten offerings.
Following the expiration of the 90-day lock-up period, during which the Company
agreed pursuant to the Stockholder's Agreement not to sell any of its shares of
Amgen Common Stock, the Company commenced selling its holdings of Amgen Common
Stock, and in the fourth quarter, obtained the consent of Amgen to exceed the
sale limitation for such quarter as reported in a Current Report on Form 8-K
filed on December 12, 2002. As reported, as of December 9, 2002, the Company had
sold 48,750,000 shares of Amgen Common Stock generating gross proceeds of
approximately $2.3 billion and had subsequently sold an additional 5,990,000
shares of Amgen Common Stock. As of December 11, 2002, the Company held
43,546,358 shares of Amgen Common Stock, representing approximately 3.4% of the
outstanding shares of Amgen Common Stock based upon the number of outstanding
shares reported in Amgen's most recent Quarterly Report on Form 10-Q.
Since December 11, 2002, the Company continued selling its holdings of
Amgen Common Stock after obtaining the consent of Amgen to exceed the sale
limitations set forth in the Stockholder's Agreement for the first quarter and
as of January 17, 2003 had sold an additional 46,614,400 shares of Amgen Common
Stock generating gross proceeds of approximately $2.386 billion. The Company
subsequently sold the remaining 2,921,958 shares of Amgen Common Stock. As of
January 21, 2003, the Company holds no shares of Amgen Common Stock. Total
proceeds for all sales of Amgen Common Stock were approximately $4.8 billion.
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 hereunto duly authorized.
WYETH
By: /s/ Jack M. O'Connor
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Name: Jack M. O'Connor
Title: Vice President and Treasurer
Date: January 27, 2003