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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9/A
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION
14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
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IMCLONE SYSTEMS INCORPORATED
(Name of Subject Company)
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IMCLONE SYSTEMS INCORPORATED
(Name of Person Filing Statement)
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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.
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This Amendment No. 3 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
and Amendment No. 2 on October 18, 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 and Amendment No. 2 on October 26, 2001.
Capitalized terms used but not separately defined herein have the meanings
given to such terms in the Schedule.
Item 9. Exhibits.
(d)(3) Development, Promotion, Distribution and Supply Agreement, dated as
of September 19, 20001, among the Company, Parent and E.R. Squibb (to replace
Exhibit (d)(3) to the Schedule 14D-9 filed with the SEC on September 28, 2001).
**
** This revised agreement shall be deemed to replace, in all references in
the Schedule, the Development, Promotion, Distribution and Supply
Agreement dated as of September 19, 2001, which was previously filed as
Exhibit (d)(3) to the Schedule. Certain provisions of this agreement
have been omitted pursuant to an application for confidential treatment
filed with the SEC by Parent, Purchaser and the Company pursuant to Rule
24b-2 under the Exchange Act.
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 26, 2001
IMCLONE SYSTEMS INCORPORATED
By: /s/ John B. Landes
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Name: John B. Landes
Title: Senior Vice President,
Legal & General Counsel