===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE 14D-9/A
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION
14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
-----------------------
IMCLONE SYSTEMS INCORPORATED
(Name of Subject Company)
-----------------------
IMCLONE SYSTEMS INCORPORATED
(Name of Person Filing Statement)
-----------------------
Common Stock, par value $.001 per share
(Title of Class of Securities)
45245W109
(CUSIP Number of Class of Securities)
John B. Landes, Esq.
Senior Vice President, Legal & General Counsel
ImClone Systems Incorporated
180 Varick Street
New York, NY 10014
212-645-1405
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person Filing Statement)
With a Copy to:
Phillip R. Mills, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
212-450-4000
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
===============================================================================
This Amendment No. 2 amends and supplements the Schedule 14D-9 (the
"Schedule") initially filed with the Securities and Exchange Commission (the
"SEC") on September 28, 2001, as amended by Amendment No. 1 on October 12,
2001, by ImClone Systems Incorporated (the "Company"), relating to the tender
offer by Bristol-Myers Squibb Biologics Company ("Purchaser"), a wholly owned
subsidiary of Bristol-Myers Squibb Company ("Parent"), to purchase up to
14,392,003 shares of the Company's common stock, par value $.001 per share (the
"Shares"), for $70.00 per Share, net to the seller in cash, upon the terms and
subject to the conditions set forth in Purchaser's Offer to Purchase, dated
September 28, 2001, and in the related Letter of Transmittal (which, together
with any amendments or supplements thereto, collectively constitute the
"Offer"). The Offer is described in the Tender Offer Statement on Schedule TO,
dated September 28, 2001, which was filed with the SEC on September 28, 2001 by
Purchaser and Parent, as amended by Amendment No 1. on October 12, 2001.
Item 9. Exhibits.
(a)(6) Opinion of Morgan Stanley & Co. Incorporated dated September 19,
2001 (to replace Exhibit (a)(6) to the Schedule 14D-9 filed with the SEC on
September 28, 2001). (1)
(1) This revised opinion shall be deemed to replace, in all references in
the Schedule (including the full text of the opinion as it appears in Annex A),
the opinion of Morgan Stanley & Co. Incorporated dated as of September 19,
2001, which was previously filed as Exhibit (a)(6) to the Schedule.
2
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.
Dated: October 18, 2001
IMCLONE SYSTEMS INCORPORATED
By: /s/ John B. Landes
---------------------------
Name: John B. Landes
Title: Senior Vice President, Legal
& General Counsel
3