1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
ALLERGAN LIGAND RETINOID THERAPEUTICS, INC.
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(Name of the Issuer)
LIGAND PHARMACEUTICALS INCORPORATED
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Statement)
Callable Common Stock, par value $0.001 per share
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(Title of Class of Securities)
035 01849 P107
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(CUSIP Number of Class of Securities)
William L. Respess, 9393 Towne Centre Drive, San Diego, CA 92121, (619) 535-3900
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
This statement is filed in connection with (check the appropriate box):
[ ] a. The filing of solicitation materials or an information statement
subject to Regulation 14A [17 CFR 240.14a-1 to 240.14b-1],
Regulation 14C [17 CFR 240.14c-1] or Rule 13e-3(c)
[Section240.13e-3(c)] under the Securities Exchange Act of 1934.
[ ] b. The filing of a registration statement under the Securities Act
of 1933.
[ ] c. A tender offer.
[X] d. None of the above. [Exercise of Stock Purchase Option]
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies. [ ]
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee**
$71,402,500.00 $14,280.50
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* For purposes of calculating the filing fee only. The Transaction
Valuation is based upon the exercise price of the Stock Purchase Option
(as defined below) of $71,402,500.00 for all issued and outstanding
shares of Callable Common Stock of Allergan Ligand Retinoid
Therapeutics, Inc.
** The amount of the Filing Fee, calculated in accordance with Section 13
of the Securities Exchange Act of 1934, as amended,
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equals 1/50th of one percent of the exercise price to be paid by Ligand
Pharmaceuticals Incorporated pursuant to the Stock Purchase Option to
acquire all of the issued and outstanding shares of Callable Common
Stock.
[ ] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
Amount Previously Paid:_________________ Filing Party:__________________
Form or Registration No.:_______________ Date Filed:____________________
INTRODUCTION
This Rule 13e-3 Transaction Statement (the "Statement") relates
to the exercise by Ligand Pharmaceuticals Incorporated, a Delaware
corporation ("Ligand"), of the option (the "Stock Purchase Option")
granted to it under the Amended and Restated Certificate of
Incorporation (the "ALRT Certificate") of Allergan Ligand Retinoid
Therapeutics, Inc., a Delaware corporation ("ALRT" or the "Issuer"), to
purchase all of the issued and outstanding shares of Callable Common
Stock, par value $0.001 per share, of ALRT (the "Transaction").
Notwithstanding the filing of this Statement, Ligand disclaims
application of Rule 13e-3 of the Securities Exchange Act of 1934, as
amended, to the Transaction between Ligand and ALRT reported herein.
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) ALRT is the issuer of the equity security which is the subject
of the Transaction. The address of ALRT's principal executive
offices is 2525 Dupont Drive, Irvine, California 92612.
(b) The exact title of the equity security which is the subject of
this filing is the Callable Common Stock, par value $0.001 per
share, of ALRT (the "Callable Common Stock"). The number of
shares of Callable Common Stock outstanding as of June 30, 1997,
the most recent practicable date, was 3,250,000 shares. The
approximate number of holders of record of the Callable Common
Stock was approximately 1120 as of that date.
(c) The principal market on which the Callable Common Stock is being
traded is the Nasdaq National Market. From its issuance on June
3, 1995 until June 3, 1997, the Callable Common Stock was not
traded separately, but was traded as part of units (the
"Units"), each Unit consisting of one share of Callable Common
Stock and two Warrants, each Warrant to purchase one share of
Ligand Common Stock. The Units traded under the symbol "ALRIZ."
The following chart sets forth the range of high and low sale
prices for the Units on the Nasdaq National Market for each
quarterly period from September 30, 1995 until March 31, 1997:
Period Ending High Low
------------------- ---- ---
September 30, 1995 16 1/2 13 7/8
December 31, 1995 18 13 1/2
March 31, 1996 22 1/2 17
June 30, 1996 32 20 1/2
September 30, 1996 30 21 1/2
December 31, 1996 31 26 1/2
March 31, 1997 35 3/4 28
After June 3, 1997, the Callable Common Stock traded separately
on the Nasdaq National Market under the symbol "ALRI". The
following chart sets forth the range of high and low sales
prices for the Callable Common Stock for each quarterly period
since June 3, 1997:
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Period Ending High Low
------------------- ---- ---
June 30, 1997 19 17 1/4
September 30, 1997 23 1/2 17 5/8
(d) To the best of Ligand's knowledge after making a reasonable
inquiry, ALRT has not paid any dividends on the Callable Common
Stock during the past two years. Section 4.4(c) of the ALRT
Certificate provides that ALRT cannot declare or pay dividends
to the holders of Callable Common Stock without the affirmative
vote of the holders of a majority of the issued and outstanding
shares of the Special Common Stock of ALRT.
(e) All outstanding shares of the Callable Common Stock were
initially issued on June 3 ,1995 in connection with a registered
offering under the Securities Act of 1933 (the "Offering"). Upon
completion of the Offering on June 3, 1995, 3,250,000 Units were
issued at an offering price of $10.00 per Unit. The Offering
raised net proceeds of $26.8 million for ALRT. Since the
Offering, there has been no underwritten public offerings of the
Callable Common Stock for cash registered under the Securities
Act of 1933 or exempt from registration thereunder pursuant to
Regulation A.
(f) None.
ITEM 2. IDENTITY AND BACKGROUND.
LIGAND
Ligand is the party filing this Statement. Ligand's principal
executive offices are located at 9393 Towne Centre Drive, San Diego CA
92121, and its principal business is 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.
During the last five years, Ligand has not been convicted in a
criminal proceeding and has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction which resulted
in a judgment, decree or final order enjoining further violations of, or
prohibiting activities, subject to, federal or state securities laws or
finding any violation of such laws.
LIGAND'S DIRECTORS AND EXECUTIVE OFFICERS
DAVID E. ROBINSON
9393 Towne Centre Drive
San Diego, CA 92121
Mr. Robinson has served as President and Chief Executive Officer
and a Director of Ligand since 1991. Mr. Robinson has also served as
Chairman of the Company since May 1996. Prior to joining Ligand, he was
Chief Operating Officer at Erbamont, a pharmaceutical company. Prior to
that, Mr. Robinson was President of Adria Laboratories, Erbamont's North
American Subsidiary. He also was employed in various executive positions
for more than 10 years by Abbott Laboratories, most recently as Regional
Director of Abbott Europe. Mr. Robinson received his B.A. in political
science and history from MacQuaire University and his M.B.A. from the
University of South Wales, Australia. Mr. Robinson is a Director of the
Cancer Center Foundation of the University of California at San Diego
and the California Healthcare Institute (CHI), as well as Neurocrine
Biosciences Inc. and several private health care companies.
During the past five years, Mr. Robinson has not been convicted
in a criminal proceeding and has not been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction which
resulted in a judgment, decree or final order enjoining further
violations of, or prohibiting activities, subject to, federal or state
securities laws or finding any violation of such laws. Mr. Robinson is a
citizen of the United States.
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HENRY F. BLISSENBACH
13911 Ridgedale Drive
Minnetonka, MN 55305
Mr. Blissenbach has served as a Director since May 1995 and
currently serves as a member of Ligand's Compensation Committee. Dr.
Blissenbach joined Diversified Pharmaceutical Services, a subsidiary
company of SmithKline Beecham, in August 1986 and served as President
until March 1997. Dr. Blissenbach was recently named Chief Pharmacy
Officer for SmithKline Beecham's Health Care Services. He earned his
Doctor of Pharmacy (Pharm.D.) degree at the University of Minnesota,
College of Pharmacy. He has held an academic appointment in the College
of Pharmacy, University of Minnesota, since 1981. He has vast experience
in managed health care, and has served in numerous advisory capacities
with pharmaceutical manufacturers and managed care entities over the
past many years. Dr. Blissenbach currently serves on the Board of
Directors for Chronimed, Inc., and is a member of Ligand's Compensation
Committee.
During the past five years, Mr. Blissenbach has not been
convicted in a criminal proceeding and has not been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction which resulted in a judgment, decree or final order
enjoining further violations of, or prohibiting activities, subject to,
federal or state securities laws or finding any violation of such laws.
Mr. Blissenbach is a citizen of the United States.
ALEXANDER D. CROSS, PH.D.
149 Common Wealth
Menlo Park, CA 94025
Dr. Cross has served as a Director of Ligand since March 1991
and currently serves as a member of Ligand's Audit Committee. Dr. Cross
has been an independent consultant in the fields of pharmaceuticals and
biotechnology since January 1986. Dr. Cross was President and Chief
Executive Officer of Zoecon Corporation, a biotechnology company, from
April 1983 to December 1985, and Executive Vice President and Chief
Operating Officer from 1979 to 1983. Dr. Cross currently serves as
Chairman of the Board of Directors and Chief Executive Officer for
Cytopharm, Inc. He is a member of the Boards of Directors of Myelos
Neurosciences and Failure Group, Inc.
During the past five years, Dr. Cross has not been convicted in
a criminal proceeding and has not been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction which
resulted in a judgment, decree or final order enjoining further
violations of, or prohibiting activities, subject to, federal or state
securities laws or finding any violation of such laws. Dr. Cross is a
citizen of the United States.
JOHN GROOM
Lincoln House
Lincoln Place
Dublin 2 Ireland
Mr. Groom has served as a Director since May 1995 and currently
serves as a member of Ligand's Audit Committee and Compensation
Committee. Mr. Groom has served as President and Chief Operating Officer
of Elan Corporation, plc ("Elan") since January 1997, having previously
served from July 1996 to January 1997 as Chief Operating Officer and a
director on the Board of Directors of Elan. Previously, he was
President, Chief Executive Officer, and a director on the Board of
Directors of Athena Neurosciences, Inc. from 1987 until its acquisition
by Elan in July 1996. From 1960 until 1985, Mr. Groom was employed by
Smith Kline & French Laboratories (SK&F), the pharmaceutical division of
the then SmithKline Beechman Corporation. He held a number of positions
at SK&F including President of SK&F International, Vice President,
Europe, and Managing Director, United Kingdom. Mr. Groom has also served
as Chairman of the International Section of the Pharmaceutical
Manufacturers Association. Mr. Groom also serves as a director on the
Board of Directors of IDEC Pharmaceuticals Corporation and the
California Healthcare Institute and is a public trustee on the Board of
Trustees of the American Academy of Neurology Education and Research
Foundation. Mr. Groom is Fellow of the Association of Certified
Accountants (UK).
During the past five years, Mr. Groom has not been convicted in
a criminal proceeding and has not been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction which
resulted in a judgment, decree or final
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order enjoining further violations of, or prohibiting activities,
subject to, federal or state securities laws or finding any violation of
such laws. Mr. Groom is a citizen of the United States.
IRVING S. JOHNSON, PH.D.
Indian Point Road
RR1, Box 35
Stonington, ME 04681
Dr. Johnson has served as a Director of Ligand since March 1989.
Dr. Johnson is currently an independent consultant in biomedical
research. From 1953 until his retirement in November 1988, Dr. Johnson
held various positions with Eli Lilly & Company, a pharmaceutical
company, including Vice President of Research from 1973 until 1988. He
has published almost 90 scientific articles, contributed to over 30
books and has served on numerous editorial boards, society committees
and advisory committees of the National Academy of Sciences and the
National Institutes of Health including the Recombinant DNA Advisory
Committee (RAC), and was the recipient of the First Annual Congressional
Award in Science and Technology. Dr. Johnson is a member of the Board of
Directors of Agouron Pharmaceuticals, Inc. and Allelix
Biopharmaceuticals. He served on the Board of Directors of Glycomed,
Inc. (1990 to 1991) until its merger with Ligand and on the Board of
Directors of Athena Neurosciences (1989 to 1996) until its merger with
Elan. He currently serves on the Scientific Advisory Boards of both
Ligand and Elan.
During the past five years, Dr. Johnson has not been convicted
in a criminal proceeding and has not been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction which
resulted in a judgment, decree or final order enjoining further
violations of, or prohibiting activities, subject to, federal or state
securities laws or finding any violation of such laws. Mr. Johnson is a
citizen of the United States.
CARL C. PECK, M.D.
3900 Reservoir Road NW
Room NE 405
Washington, DC 20007
Dr. Peck has served as a Directors of Ligand since March 1997.
Dr. Peck is currently Professor of Pharmacology and Medicine and
Director of the Center for Drug Development Science at Georgetown
University Medical Center. Dr. Peck was Boerhaave Professor of Clinical
Drug Research at Leiden University from November 1993 to July 1995. From
October 1987 to November 1993, Dr. Peck was Director, Center for Drug
Evaluation and Research of the Food and Drug Administration. He has held
many academic positions prior to October 1987, including Professor of
Medicine and Pharmacology, Uniformed Services University, from 1982 to
October 1987. He is author of more than 100 original research papers,
chapters and books with regard to his area of expertise.
During the past five years, Dr. Peck has not been convicted in a
criminal proceeding and has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction which resulted
in a judgment, decree or final order enjoining further violations of, or
prohibiting activities, subject to, federal or state securities laws or
finding any violation of such laws. Dr. Peck is a citizen of the United
States.
WILLIAM C. SHEPHERD
2525 Dupont Drive
Irvine, CA 92715
Mr. Shepherd has served as a Director of Ligand since July 1992.
Mr. Shepherd has been President and Chief Executive of specialty health
care company Allergan, Inc. ("Allergan") since January 1992, before
assuming the additional title of Chairman in January 1996. He has held
many other executive positions at Allergan during the past 30 years,
including President of Allergan U.S., Senior Vice President, U.S.
Operations, and Chief Operating Officer. Mr. Shepherd has been a
Director of Allergan since 1984.
During the past five years, Mr. Shepherd has not been convicted
in a criminal proceeding and has not been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction which
resulted in a judgment, decree or
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final order enjoining further violations of, or prohibiting activities,
subject to, federal or state securities laws or finding any violation of
such laws. Mr. Shepherd is a citizen of the United States.
LLOYD E. FLANDERS, PH.D.
9393 Towne Centre Drive
San Diego, CA 92121
Dr. Flanders joined Ligand in September 1992 as Vice President,
R&D Planning, Administration, Project Management, became Vice President,
Pre-Clinical Development and R&D Administration in August 1993 and
became Senior Vice President, Pre-Clinical Development and R&D Project
Management in March 1995. Prior to joining Ligand, Dr. Flanders was Vice
President, New Product Development--Cardiovascular Projects at
Parke-Davis Research Division of the Warner-Lambert Company where he
also previously served as Director, Research Planning and Administrative
Services. From 1971 to 1985, he served in various positions with G.D.
Searle and Company, including Director, Department of Project
Management. Dr. Flanders received a Ph.D. in comparative biochemistry
and biophysics from University of California, Davis, an M.B.A. from Lake
Forest College and a B.S. in biology from DePauw University.
During the past five years, Dr. Flanders has not been convicted
in a criminal proceeding and has not been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction which
resulted in a judgment, decree or final order enjoining further
violations of, or prohibiting activities, subject to, federal or state
securities laws or finding any violation of such laws. Dr. Flanders is a
citizen of the United States.
WILLIAM L. RESPESS, PH.D., J.D.
9393 Towne Centre Drive
San Diego, CA 92121
Dr. Respess joined Ligand in December 1988 as Vice President and
General Counsel, became Senior Vice President and General Counsel in
August 1993 and assumed responsibility for Government Affairs in March
1995. Prior to joining Ligand, Dr. Respess was Vice President and
General Counsel at Gen-Probe, Inc., a biotechnology company, from 1987
to 1988. From 1983 to 1986, he served as Vice President and General
Counsel at Hybritech, Inc., a biotechnology company. From 1974 to 1983,
he was an attorney with the patent law firm of Lyon & Lyon of Los
Angeles, serving as Partner from 1980 to 1983. Dr. Respess received a
J.D. from George Washington University, a Ph.D. in organic chemistry
from the Massachusetts Institute of Technology and a B.S. in chemistry
from the Virginia Military Institute.
During the past five years, Dr. Respess has not been convicted
in a criminal proceeding and has not been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction which
resulted in a judgment, decree or final order enjoining further
violations of, or prohibiting activities, subject to, federal or state
securities laws or finding any violation of such laws. Dr. Respess is a
citizen of the United States.
STEVEN D. REICH, M.D.
9393 Towne Centre Drive
San Diego, CA 92121
Dr. Reich joined Ligand in December 1995 as the Senior Vice
President, Clinical Research. Prior to joining Ligand, Dr. Reich was at
the clinical contract research organization PAREXEL International
Corporation, from 1987 to 1995, where he served as Senior Vice
President, Medical Affairs responsible for worldwide medical and
clinical affairs services including clinical trials management, medical
consulting and medical writing. From 1986 to 1987, Dr. Reich served as
worldwide Medical Research Director of Biogen, Inc. ("Biogen"), and held
various positions at Biogen from 1983 to 1986. Earlier in his career Dr.
Reich served as Associate Director of Clinical Cancer Research for
Bristol Laboratories (1978-1979). He is a Board certified Medical
Oncologist and has held academic positions as a clinical pharmacologist
at Northwestern University, SUNY-Upstate Medical School, and University
of Massachusetts Medical Center. Dr. Reich received an M.D. from the New
Jersey College of Medicine and an A.B. from Princeton University.
During the past five years, Dr. Reich has not been convicted in
a criminal proceeding and has not been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction which
resulted in a judgment, decree or final
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order enjoining further violations of, or prohibiting activities,
subject to, federal or state securities laws or finding any violation of
such laws. Dr. Reich is a citizen of the United States.
PAUL V. MAIER
9393 Towne Centre Drive
San Diego, CA 92121
Mr. Maier joined Ligand in October 1992 as Vice President and
Chief Financial Officer and became Senior Vice President and Chief
Financial Officer in November 1996. Prior to joining Ligand, Mr. Maier
served as Vice President, Finance at DFS West, a division of DFS Group,
L.P., a private multinational retailer. From February 1990 to October
1990, Mr. Maier served as Vice President and Treasurer of ICN
Pharmaceuticals, Inc. Mr. Maier held various positions in finance and
administration at SPI Pharmaceuticals, Inc., a publicly held subsidiary
of ICN Pharmaceuticals Group, from 1984 to 1988, including Vice
President, Finance from February 1984 to February 1987. Mr. Maier
received an M.B.A. from Harvard Graduate School of Business and a B.S.
from Pennsylvania State University.
During the past five years, Mr. Maier has not been convicted in
a criminal proceeding and has not been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction which
resulted in a judgment, decree or final order enjoining further
violations of, or prohibiting activities, subject to, federal or state
securities laws or finding any violation of such laws. Mr. Maier is a
citizen of the United States.
ANDRES NEGRO-VILAR, M.D., PH.D.
9393 Towne Centre Drive
San Diego, CA 92121
Dr. Negro-Vilar joined Ligand in September 1996 as Senior Vice
President, Research, and Chief Scientific Officer. Prior to joining
Ligand, Dr. Negro-Vilar was Vice President of Research and Head of the
Women's Health Research Institute for Wyeth-Ayerst Laboratories, a
division of American Home Products, from 1993 to 1996. From 1983 to
1993, Dr. Negro-Vilar served at the National Institute of Environmental
Health Sciences of the National Institutes of Health as the Director of
Clinical Programs and Chief of the Laboratory of Molecular and
Integrative Neurosciences. Dr. Negro-Vilar received a Ph.D. in
physiology from the University of Sao Paulo, Brazil, an M.D. from the
University of Buenos Aires, Argentina, and a B.S. in science from
Belgrano College.
During the past five years, Dr. Negro-Vilar has not been
convicted in a criminal proceeding and has not been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction which resulted in a judgment, decree or final order
enjoining further violations of, or prohibiting activities, subject to,
federal or state securities laws or finding any violation of such laws.
Dr. Negro-Vilar is a citizen of the United States.
WILLIAM A. PETTIT
9393 Towne Centre Drive
San Diego, CA 92121
Mr. Pettit joined Ligand in November 1996 as Senior Vice
President, Human Resources and Administration. Prior to joining Ligand,
Mr. Pettit was Senior Vice President, Human Resources at Pharmacia and
Upjohn, Inc. where he was employed from 1986 to 1996. From 1984 to 1986,
Mr. Pettit served as Corporate Director, Human Resources at Browning
Ferris Industries. From 1975 to 1984, Mr. Pettit served in various
positions at Bristol-Myers Company (now Bristol-Myers Squibb Company)
including Director, Human Resources. Mr. Pettit received a B.A. in
English from Amherst College.
During the past five years, Dr. Negro-Vilar has not been
convicted in a criminal proceeding and has not been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction which resulted in a judgment, decree or final order
enjoining further violations of, or prohibiting activities, subject to,
federal or state securities laws or finding any violation of such laws.
Dr. Negro-Vilar is a citizen of the United States.
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RUSSELL L. ALLEN
9393 Towne Centre Drive
San Diego, CA 92121
Mr. Allen joined Ligand in February 1997 as Vice President,
Corporate Development and Strategic Planning. Prior to joining Ligand,
Mr. Allen was General Manager, Central America, Sanofi Winthrop Inc. and
previously served as Vice President, Business Development Strategic
Analysis at Sterling Winthrop Inc. where he was employed from 1985 to
1996. From 1980 to 1985, Mr. Allen served in various positions at
Bristol-Myers Company (now Bristol-Myers Squibb Company) and from 1973
to 1980, held various positions at Procter & Gamble. Mr. Allen received
an M.B.A. from Harvard Graduate School of Business and a B.A. from
Amherst College.
During the past five years, Mr. Allen has not been convicted in
a criminal proceeding and has not been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction which
resulted in a judgment, decree or final order enjoining further
violations of, or prohibiting activities, subject to, federal or state
securities laws or finding any violation of such laws. Mr. Allen is a
citizen of the United States.
SUSAN E. ATKINS
9393 Towne Centre Drive
San Diego, CA 92121
Ms. Atkins joined Ligand in June 1993 as Vice President,
Investor Relations and Corporate Communications. Prior to joining
Ligand, Ms. Atkins served as Vice President of Public Affairs at Rorer
Group Inc. (now Rhone-Poulenc Rorer), an international pharmaceutical
firm from 1986 to 1988. From 1985 to 1986, Ms. Atkins served as Director
of Corporate Communications at Genentech, Inc. ("Genentech"). Ms. Atkins
received an M.B.A. from Pepperdine University and received both an M.A.
in mass communications and B.A. in journalism from the University of
Oklahoma.
During the past five years, Ms. Atkins has not been convicted in
a criminal proceeding and has not been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction which
resulted in a judgment, decree or final order enjoining further
violations of, or prohibiting activities, subject to, federal or state
securities laws or finding any violation of such laws. Ms. Atkins is a
citizen of the United States.
GEORGE M. GILL, M.D.
9393 Towne Centre Drive
San Diego, CA 92121
Dr. Gill joined Ligand in September 1992 as Vice President,
Clinical Research and became Vice President, Medical Affairs in January
1996. Prior to joining Ligand, Dr. Gill was Senior Director, Clinical
Research at ICI Pharmaceutical Research and Development where he also
served as Director of Clinical Research, Clinical and Medical Affairs
from 1990 to 1992. From 1984 to 1990, Dr. Gill served in various
positions at Bristol-Myers Company (now Bristol-Myers Squibb Company),
including Vice President, Worldwide Regulatory Affairs. Dr. Gill
received an M.D. from the University of Pennsylvania and a B.S. in
chemistry from Dickinson College and is board certified in pediatrics.
During the past five years, Dr. Gill has not been convicted in a
criminal proceeding and has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction which resulted
in a judgment, decree or final order enjoining further violations of, or
prohibiting activities, subject to, federal or state securities laws or
finding any violation of such laws. Dr. Gill is a citizen of the United
States.
HOWARD T. HOLDEN, PH.D.
9393 Towne Centre Drive
San Diego, CA 92121
Dr. Holden joined Ligand in September 1992 as Vice President,
Regulatory Affairs and Compliance. Prior to joining Ligand, Dr. Holden
was Senior Director, Worldwide Regulatory Affairs at Parke-Davis
Pharmaceutical Research Division of the Warner-Lambert Company. From
1986 to 1988, Dr. Holden served as Director, Regulatory Affairs and
Compliance
9
at Centocor Inc., a pharmaceutical company. Dr. Holden received a Ph.D.
in microbiology from the University of Miami and a B.A. in zoology from
Drew University.
During the past five years, Dr. Holden has not been convicted in
a criminal proceeding and has not been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction which
resulted in a judgment, decree or final order enjoining further
violations of, or prohibiting activities, subject to, federal or state
securities laws or finding any violation of such laws. Dr. Holden is a
citizen of the United States.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a)(1) The nature and approximate amount of any transactions occurring
between Ligand and ALRT since the commencement of ALRT's second
full fiscal year proceeding the date of this Statement are as
follows:
(i) Technology License Agreement. In connection with the
Offering, ALRT, Ligand and Allergan, Inc. ("Allergan")
entered into a Technology License Agreement under which
(i) Allergan granted ALRT a worldwide, exclusive (even
as to Allergan) right and license, terminable only as
set forth therein, to use the Core Technologies (as
defined therein) developed by Allergan in research,
development and commercialization of the Products (as
defined therein) and (ii) Ligand granted ALRT a
worldwide, exclusive (even as to Ligand) right and
license, terminable only as set forth therein, to use
the Core Technologies developed by Ligand in research,
development and commercialization of the Products. ALRT
then granted to Allergan and Ligand the licenses
required by them to perform their duties under the
Development Agreement and the Commercialization
Agreement. In addition, ALRT granted to Allergan and
Ligand a nonexclusive, royalty-free irrevocable license
(including the right to sublicense) to allow Allergan
and Ligand to perform the Permitted Activities (as
defined therein). No amounts have been paid by either
Ligand or ALRT to the other pursuant to the Technology
License Agreement.
(ii) Development Agreement. ALRT, Ligand and Allergan also
entered into the Development Agreement under which
Ligand and Allergan agreed to perform research and
development for ALRT on retinoid compounds and products
in accordance with annual budgets and development plans
jointly proposed by Ligand and Allergan. As of June 30,
1997, ALRT has paid approximately $44,064,000 to Ligand
pursuant to the Development Agreement.
(iii) Commercialization Agreement. ALRT, Ligand and Allergan
also entered into a Commercialization Agreement which
provides for the marketing, manufacture and sale by
Ligand and/or Allergan of the Products developed under
the Development Agreement which have received regulatory
approval for commercial sale. No payments have been made
by ALRT to Ligand pursuant to the Commercialization
Agreement.
(iv) Services Agreement. ALRT also entered into a Services
Agreement with Ligand and Allergan under which Ligand
and Allergan agreed to provide management and
administrative services to ALRT at 110% of direct and
indirect costs for any such services performed
internally by Ligand and Allergan, and on a cost
reimbursement basis for services performed by third
parties for Ligand and Allergan on ALRT's behalf. Such
costs include all expenses incurred by Ligand and
Allergan in connection with the Offering. As of June 30,
1997, ALRT has paid approximately $164,000 to Ligand
pursuant to the Services Agreement.
(v) Panretin (ALRT1057) Purchase Option. ALRT, Ligand and
Allergan also entered into the Panretin (ALRT1057)
Purchase Option Agreement pursuant to which ALRT granted
Ligand and Allergan an option to acquire the Panretin
(ALRT1057) Program Assets (as defined therein). Ligand
has not exercised this option.
(vi) Administrative Agreement. ALRT, Ligand and Allergan also
entered into an Administrative Agreement, under which
ALRT, at the written request of the party exercising the
Stock Purchase Option (the "Exercising Party") for the
purpose of enabling the Exercising Party to effect its
rights under the Stock
10
Purchase Option or fulfill its obligations under the
Administrative Agreement, will prepare and deliver a
complete list of record holders of ALRT Common Stock.
The Exercising Party is required to give written notice
of its exercise of the Stock Purchase Option to the
other party and to ALRT and, upon the closing date for
the purchase of all of the shares of ALRT Common Stock,
ALRT is entitled to treat the Exercising Party as the
sole holder of all of such shares of ALRT Common Stock.
No payments by any party have been made pursuant to the
Administrative Agreement.
(vii) Asset Purchase Agreement. ALRT, Ligand and Allergan also
entered into an Asset Purchase Agreement whereby, if
Ligand exercises the Stock Purchase Option, Allergan has
the right to acquire certain assets from ALRT (the
"Asset Purchase Option"). Upon exercise of the Asset
Purchase Option, Allergan will acquire (i) a
co-exclusive (with ALRT) right to ALRT technology as of
the date of the acquisition, (ii) 50% of all tangible
assets related to ALRT's activities in the retinoid
program, (iii) 50% of any remaining available funds, and
(iv) the consideration, cash, Allergan Common Stock
and/or Ligand Common Stock, paid by Allergan to ALRT in
connection with the exercise, if any, by Ligand and
Allergan of the Panretin (ALRT1057) Purchase Option,
subject to Allergan's assumption of 50% of the
liabilities of ALRT. The Asset Purchase Option is
exercisable upon notice given prior to the record date
for the exercise of the Stock Purchase Option. Allergan
has exercised the Asset Purchase Option, which will
close concurrently with the Stock Purchase Option. No
payments by any party have been made pursuant to the
Asset Purchase Agreement.
(a)(2) None.
(b) None.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The material terms of the Transaction are as follows:
This Statement relates to Ligand's exercise of the Stock
Purchase Option granted to it under the ALRT Certificate to
purchase all of the outstanding shares of Callable Common Stock.
ALRT is an off balance sheet entity formed by Ligand and
Allergan to discover, develop and commercialize pharmaceutical
products based on retinoids.
In May 1995, ALRT and Ligand commenced a registered
offering under the Securities Act of 1933 (the "Offering"),
which was completed on June 3, 1995, of 3,250,000 units (the
"Units"). Each Unit consisted of one share of Callable Common
Stock and two Warrants (the "Warrants"), each such Warrant
exercisable for one share of Ligand Common Stock. The Units that
were issued in connection with the Offering traded on the Nasdaq
National Market until June 3, 1997, at which time the Callable
Common Stock and the Warrants were separately listed on the
Nasdaq National Market.
The Offering raised net proceeds for ALRT of $26.8
million. At the completion of the Offering, Ligand contributed
$17.5 million in cash and the Warrants in exchange for (i) the
Stock Purchase Option and (ii) a right to acquire all rights to
the Panretin(TM)(ALRT1057) product currently under development
by ALRT. At the same time, Allergan contributed $50.0 million in
cash to ALRT in exchange for (i) the right to acquire one-half
of all of ALRT's technologies and other assets in the event
Ligand exercises the Stock Purchase Option, (ii) an option,
similar to the Stock Purchase Option to acquire all of the
Callable Common Stock if Ligand decides not to exercise the
Stock Purchase Option and (iii) a right similar to Ligand's to
acquire all rights to the Panretin(TM)(ALRT1057) product under
development by ALRT.
Ligand exercised the Stock Purchase Option granted to it
under the ALRT Certificate on September 24, 1997 by providing
written notice of its exercise (the "Stock Purchase Option
Exercise Notice") to ALRT, the holders of the outstanding shares
of Special Common Stock of ALRT and the holders of outstanding
shares of Callable Common Stock. Pursuant to the terms of the
ALRT Certificate, the exercise price of the Stock Purchase
Option is
11
$21.97 per share of outstanding Callable Common Stock, for an
aggregate exercise price of $71,402,500.00 (the "Stock Purchase
Option Exercise Price"). The Stock Purchase Option Exercise
Notice specifies that 35 percent of the Stock Purchase Option
Exercise Price shall be paid in cash and the remaining 65
percent of the Stock Purchase Option Exercise Price shall be
paid in shares of Ligand Common Stock. The shares of Ligand
Common Stock will be valued based on the average of the closing
prices for such stock for the 20 trading days immediately
preceding the day prior to the Stock Purchase Option Closing
Date. The date on which all of the issued and outstanding shares
of Callable Common Stock will be purchased (the "Stock Purchase
Option Closing Date") is set for November 3, 1997.
In accordance with the terms of the ALRT Certificate,
the holders of the Callable Common Stock are obligated to sell
such shares to Ligand. These stockholders have absolutely no
investment discretion in connection with Ligand's purchase of
such outstanding shares of Callable Common Stock. Title to the
Callable Common Stock will automatically vest in Ligand on the
Stock Purchase Option Closing Date. The holders of the Callable
Common Stock may obtain payment of their pro rata portion of the
Stock Purchase Option Exercise Price from ChaseMellon
Shareholder Services, L.L.C. (the "Payment Agent") on or within
5 days after the Stock Purchase Option Closing Date upon
surrender of their certificates representing their shares of the
Callable Common Stock. Upon receipt of certificates from the
holders of the Callable Common Stock, the Payment Agent shall
pay such holders by mail to their respective addresses set forth
in ALRT's records or at the addresses otherwise provided by such
record holders or, if no such addresses are set forth in ALRT's
records or not otherwise provided, to such record holders at the
address of ALRT.
(b) Not applicable.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
Following Ligand's purchase of all of the outstanding Callable
Common Stock, ALRT will be a wholly-owned subsidiary of Ligand. Ligand
anticipates de-listing ALRT from the Nasdaq National Market and
suspending its reporting requirements with the Securities and Exchange
Commission by filing a Form 15. Ligand also intends to replace ALRT's
officers and Board of Directors with Ligand employees.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The total consideration for the purchase by Ligand of all of the
issued and outstanding Callable Common Stock is $71,402,500.00.
The source of this consideration will be shares of Ligand Common
Stock (65%) and cash payments (35%) from Ligand.
(b) The following is an itemized statement of the expenses which are
expected to be incurred by Ligand in connection with the
Transaction:
Filing Fees: $30,000.00
Legal Fees: $100,000.00
Accounting Fees: $25,000.00
Printing Costs: $30,000.00
Miscellaneous: $35,000.00
Total: $220,000.00
ALRT will not be responsible for paying any of such expenses
associated with the Transaction.
12
(c) Not applicable.
(d) Not applicable.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a) The purpose of the Transaction is to acquire the rights to all
products and product candidates developed or under development
by ALRT pursuant to the Development Agreement dated June 3, 1995
between Ligand, ALRT and Allergan. Concurrently with the closing
of the Transaction, Allergan will acquire an undivided one-half
interest in the assets of ALRT. Ligand believes that it is in
the best interests of Ligand and Ligand's stockholders to
exercise the Stock Purchase Option at this time.
(b) As Ligand is exercising certain previously granted rights, no
other options were considered.
(c) The Transaction is structured pursuant to the terms of the
previously granted Stock Purchase Option as set forth in the
ALRT Certificate. This Transaction is being undertaken at this
time because based on the current levels of product development
expenditures, ALRT has announced that it could use substantially
all of the funds available for research and development in late
1997 or early 1998, which would require Ligand to exercise the
Stock Purchase Option within a certain period of time or provide
operating funds to ALRT, or Ligand would lose rights to products
being developed by ALRT.
(d) The Transaction will cause ALRT to become a wholly-owned
subsidiary of Ligand. ALRT will be de-listed from the Nasdaq
National Market and will have its public reporting obligations
suspended. The federal tax consequences to ALRT are that
utilization of ALRT's losses and other tax carryovers may be
limited under Section 382 of the Internal Revenue Code of 1986,
as amended (the "Code").
Following the Transaction, Ligand will own 100% of the Callable
Common Stock. As a result, Ligand will indirectly own all of the
assets of ALRT. Accordingly, Ligand will report 100% of the net
book value and net earnings of ALRT. There will be no
significant federal tax consequences to Ligand as a result of
the exercise of the Stock Purchase Option. Concurrently with the
closing of the Transaction, Allergan will acquire an undivided
one-half interest in the assets of ALRT.
Under the Transaction, the holders of Callable Common Stock will
be required to dispose of all their outstanding shares of
Callable Common Stock for consideration equal to each holder's
pro rata share of the Stock Purchase Option Exercise Price
identified in Item 4(a) above.
The following is a discussion of the U.S. federal income tax
consequences to the holders of Callable Common Stock resulting
from the exercise of the Stock Purchase Option by Ligand and the
issuance of shares of Ligand Common Stock and cash for the
shares of Callable Common Stock pursuant to the Stock Purchase
Option. This discussion does not deal with all aspects of
federal taxation that may be relevant to a particular holder of
Callable Common Stock, or to certain types of holders
(including, for example, insurance companies, tax-exempt
organizations, financial institutions or broker-dealers, foreign
corporations and persons who are not citizens or residents of
the United States) subject to special treatment under the U.S.
federal income tax laws. This discussion also does not deal with
the effects of state, local or foreign income taxation. The
statements in this discussion are based on current provisions of
the Internal Revenue Code of 1986, as amended (the "Code"),
existing, temporary, and currently proposed Treasury
regulations, existing administrative interpretations and
judicial decisions. Future legislative, judicial, or
administrative changes could significantly change such
authorities either prospectively or retroactively. Neither
Ligand nor ALRT has requested a ruling from the Internal Revenue
Service (the "Service") in connection with the Transaction.
IN VIEW OF THE INDIVIDUAL NATURE OF TAX CONSEQUENCES, HOLDERS OF
CALLABLE COMMON STOCK ARE URGED TO CONSULT WITH THEIR OWN TAX
ADVISORS REGARDING THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE
TRANSACTION, INCLUDING THE APPLICABILITY OF UNITED
13
STATES FEDERAL, STATE, LOCAL AND FOREIGN TAX LAWS.
Holders of Callable Common Stock will recognize a capital gain
or loss due to the Transaction equal to the difference between
(a) the amount realized on the Transaction, which will generally
be equal to the value of the Ligand Common Stock plus any cash
received and (b) their basis in the Callable Common Stock
surrendered.
The gain or loss recognized should be mid-term if the Callable
Common Stock has been held for more than one year at the time of
the Transaction and long-term if the Callable Common Stock has
been held for more than 18 months at the time of the
Transaction. The Internal Revenue Service ("IRS") may assert,
however, that the holding period of the Callable Common Stock
does not begin until such date as the Stock Purchase Option is
exercised and that capital gain or loss upon exercise of the
Stock Purchase Option is therefore short-term. Limitations may
apply to deduction of capital loss.
To the extent that holders of Callable Common Stock have not
provided appropriate taxpayer identification numbers on IRS Form
W-9 or a substitute therefore, such stockholders may be subject
to backup withholding by Ligand.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a) Ligand reasonably believes that the Transaction is fair to the
holders of the Callable Common Stock. None of Ligand's directors
dissented to the Transaction. William C. Shepherd, a director of
Ligand and a director and executive officer of Allergan,
abstained from voting on the Transaction.
(b) The material factors upon which Ligand basis its belief stated
in Item 8(a) are as follows:
(1) Ligand's Stock Purchase Option was disclosed to the
holders of Callable Common Stock at the time the
Callable Common Stock was offered to the public pursuant
to the registered Offering, and was described in the
prospectus distributed in connection with the Offering.
Ligand's Stock Purchase Option also was set forth in the
ALRT Certificate which was publicly filed both with the
Delaware Secretary of State and the Commission prior to
the distribution of the Callable Common Stock. Further,
pursuant to the ALRT Certificate, the stock certificates
for the Callable Common Stock were legended to provide
notice to the holders thereof of the Stock Purchase
Option. Holders of the Callable Common Stock have also
been advised of the Stock Purchase Option in each Form
10-K and Form 10-Q filed since the Offering. As a
result, every holder of Callable Common Stock received
substantial notice as to the terms of the Stock Purchase
Option both prior to making any investment decision with
respect to the Callable Common Stock and subsequently.
(2) The ALRT Certificate sets forth the terms of the Stock
Purchase Option. Ligand's exercise of the Stock Purchase
Option is consistent with the terms set forth in the
ALRT Certificate.
(3) In accordance with the ALRT Certificate, all holders of
Callable Common Stock, regardless of whether affiliated
or not, will receive the same consideration per share of
Callable Common Stock from Ligand.
(4) Under the terms of the ALRT Certificate, the holders of
the outstanding shares of Callable Common Stock are
obligated to deliver their shares to Ligand once Ligand
notifies such holders of its intention to exercise the
Stock Purchase Option and complies with the procedural
requirements set forth in the ALRT Certificate.
(c) The ALRT Certificate does not require any approval of the
stockholders of ALRT for the exercise by Ligand of the Stock
Purchase Option.
(d) After making reasonable inquiry, Ligand believes that the
directors of ALRT have not retained an unaffiliated
representative to act solely on behalf of any unaffiliated
holder of Callable Common Stock.
(e) Under the ALRT Certificate, no action is required by either
ALRT's directors or the holders of the Callable Common Stock to
effect the Stock Purchase Option.
14
(f) Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a) Neither Ligand nor, to the best of Ligand's knowledge after
reasonable inquiry of management of ALRT, ALRT, has received any
report, opinion (other than opinion of counsel) or appraisal
from an outside party which is materially related to the
Transaction.
(b) Not applicable.
(c) Not applicable.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of September 22, 1997, no shares of Callable Common Stock
were beneficially owned by Ligand, by any pension, profit
sharing or similar plan of Ligand, by any executive officer or
director of Ligand, or by any associate or majority owned
subsidiary of Ligand or, to Ligand's knowledge after reasonable
inquiry of management of ALRT, by ALRT, by any pension, profit
sharing or similar plan of ALRT, by any executive officer or
director of ALRT or by any associate or majority owned
subsidiary of ALRT, except as set out in the following table:
15
Name of Holder Position Number of Shares Owned Percentage Ownership(1)
-------------- -------- ---------------------- -----------------------
Alexander D. Cross Director of Ligand 746 *
Irving S. Johnson Director of Ligand 10 *
David E. Robinson Director, Chairman, President and 5,067 *
Chief Executive Officer of Ligand;
Director of ALRT
William C. Shepherd Director of Ligand; Director of 1,721(2) *
ALRT
Susan E. Atkins Vice President of Ligand, Investor 1,075 *
Relations and Corporate
Communications
George M. Gill Vice President of Ligand, Clinical 259(3) *
Research and Medical Affairs
Howard T. Holden Vice President of Ligand, 81 *
Regulatory Affairs and Compliance
Paul V. Maier Senior Vice President, Chief 3,263(4) *
Financial Officer and Treasurer of
Ligand
William L. Respess Senior Vice President and General 8,093 *
Counsel of Ligand; Secretary of
ALRT
Glenn F. Kiplinger Director of ALRT 300 *
Marvin E. Rosenthale President and Chief Executive 5,000 *
Officer of ALRT
Dwight J. Yoder Chief Financial Officer of ALRT 13 *
* Less than one percent (1%)
(1) Based on 3,250,000 outstanding shares of Callable Common Stock.
(2) Included in this amount are 1,156 shares of Callable Common
Stock held in Tenancy-in-Common with Mr. Shepherd's wife.
(3) Included in this amount are 196 shares of Callable Common Stock
held as Community Property.
(4) Included in this amount are 1,535 shares of Callable Common
Stock held by Mr. Maier's wife and 153 shares of Callable Common
Stock held in Tenancy-in-Common with Mr. Maier's wife.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES.
The ALRT Certificate sets forth the terms of the Transaction
involving Ligand and ALRT. The ALRT Certificate provides Ligand with the
Stock Purchase Option under which Ligand obtained the right to purchase
all, but not less than all, of the issued and outstanding shares of
Callable Common Stock. The basic terms of the Stock Purchase Option, as
set forth in the ALRT Certificate, have been described in Items 1, 4 and
6. See Items 1, 4 and 6 above.
As of the date of this filing, Ligand and Allergan each own 50
percent of the issued and outstanding shares of Special Common Stock of
ALRT. Section 4.4 of the ALRT Certificate provides that upon exercise of
the Stock Purchase Option, the rights of the holders of Special Common
Stock to, among other things, elect two directors of ALRT, approve
certain extraordinary corporate transactions involving ALRT, and approve
the transfer of any shares of Special Common Stock shall
16
terminate. As the Stock Purchase Option has now been exercised by
Ligand, such rights of the holders of Special Common Stock described in
the foregoing sentence have accordingly terminated.
Section 4.5 of the ALRT Certificate provides that ALRT may, on
and after the exercise of the Stock Purchase Option, redeem all of the
outstanding shares of Special Common Stock by paying in cash $1.00 per
share for each redeemed share (the "Redemption Price"). At least 15 days
before the date of redemption, a written redemption notice shall be
given to each holder of Special Common Stock by first-class mail,
postage prepaid, at the holder's address as shown on ALRT's records,
stating: (i) all of the shares of Special Common Stock to be redeemed,
(ii) the date fixed for the redemption (the "Redemption Date"), (iii)
the Redemption Price, and (iv) the place of payment of the Redemption
Price. On or before the date fixed for redemption, each holder of shares
of Special Common Stock to be redeemed shall surrender the certificates
representing these shares to ALRT at the place designated for payment in
the redemption notice and shall then be entitled to receive payment of
the Redemption Price. If the redemption notice is given in the manner
provided in Article IV of the ALRT Certificate, and if on the Redemption
Date the Redemption Price is available for payment, whether or not the
certificates covering these shares are surrendered, all rights with
respect to the redeemable shares shall terminate except the right of the
holders to receive the Redemption Price without interest on the
surrender of the certificates. Ligand has agreed to cause ALRT to redeem
the shares of Special Common Stock held by Allergan immediately
following the closing of the Stock Purchase Option.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
THE TRANSACTION.
(a) Not applicable.
(b) Not applicable.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) Appraisal rights are not afforded to the holders of Callable
Common Stock under either applicable law or the ALRT Certificate
with respect to the exercise of the Stock Purchase Option, and
no appraisal rights will be afforded by either Ligand or ALRT.
Ligand is not aware of any rights available to objecting holders
of Callable Common Stock under applicable law.
(b) Ligand is unaware, after making reasonable inquiry of management
of ALRT, of any grant of access to unaffiliated security holders
to the corporate files of either ALRT or Ligand or the
appointment of counsel or appraisal services for unaffiliated
security holders at the expense of either ALRT or Ligand.
(c) Not applicable.
ITEM 14. FINANCIAL INFORMATION.
(a)(1) The Annual Report on Form 10-K for the fiscal year ending
December 31, 1996 is the latest Annual Report filed by ALRT.
Financial information extracted from ALRT's Form 10-Ks for the
fiscal years ending December 31, 1995 and December 31, 1996 are
attached to this Statement as Exhibits 99.1 and 99.2,
respectively.
(a)(2) The Quarterly Report on Form 10-Q for the quarterly period
ending June 30, 1997 is the latest Quarterly Report filed by
ALRT. Financial information extracted from this Quarterly Report
is attached to this Statement as Exhibit 99.3.
(a)(3) Not applicable.
(a)(4) The book value per share of Callable Common Stock was $14.42 as
of December 31, 1996, the most recent fiscal year end, and $8.65
as of June 30, 1997, the end of the most recent quarterly
period.
(b) Not applicable.
17
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) Not applicable.
(b) None.
ITEM 16. ADDITIONAL INFORMATION.
Ligand does not believe that any additional information is
necessary to make the required disclosures in this Statement, in light
of the circumstances under which they are made, not materially
misleading.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(c) Amended and Restated Certificate of Incorporation of ALRT as
filed with the Secretary of State of the State of Delaware on
June 2, 1995.
(d) Stock Purchase Option Notice of Exercise materials, including:
(1) a cover letter from Ligand to the holders of Callable Common
Stock; (2) the Notice of Exercise of Stock Purchase Option; and
(3) the Letter of Transmittal.
99.1 Financial information extracted from ALRT's Form 10-K for the
year ended December 31, 1995.
99.2 Financial information extracted from ALRT's Form 10-K for the
year ended December 31, 1996.
99.3 Financial information extracted from ALRT's Form 10-Q for the
quarterly period ended June 30, 1997.
18
SIGNATURE
After due 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.
LIGAND PHARMACEUTICALS INCORPORATED
By: /s/ Paul V. Maier
--------------------------------
Paul V. Maier
Senior Vice President, Chief
Financial Officer and Treasurer
Date: September 24, 1997
The original Statement shall be signed by each person on whose behalf
the Statement is filed or his authorized representative. If the Statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of the person filing this Statement),
evidence of the representative's authority to sign on behalf of such person
shall be filed with the Statement. The name and title of each person who signs
the Statement shall be typed or printed beneath his or her signature.