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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
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ImClone Systems Incorporated
(Name of Subject Company (Issuer))
Bristol-Myers Squibb Company
Bristol-Myers Squibb Biologics Company
(Names of Filing Persons (Offerors))
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COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
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45245W109
(CUSIP Number of Class of Securities)
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BRISTOL-MYERS SQUIBB COMPANY
345 PARK AVENUE
NEW YORK, NEW YORK 10154
TELEPHONE: (212) 546-4000
ATTENTION: CORPORATE SECRETARY
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of filing persons)
Copies to:
Susan Webster, Esq.
Cravath, Swaine & Moore
825 Eighth Avenue
New York, New York 10019-7475
Telephone: (212) 474-1000
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| | Check the box if the filing relates to preliminary communications made
before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to
which the statement relates:
|X| third-party tender offer subject to Rule 14d-1.
| | issuer tender offer subject to Rule 13e-4.
| | going-private transaction subject to Rule 13e-3.
| | amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: |_|
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This Amendment No. 1 amends the Tender Offer Statement on Schedule TO
initially filed on September 28, 2001 by Bristol-Myers Squibb Biologics
Company, a Delaware corporation (the "Purchaser") and a wholly owned
subsidiary of Bristol-Myers Squibb Company, a Delaware corporation ("Parent"),
to purchase up to 14,392,003 of the outstanding shares of common stock, par
value $.001 per share (the "Shares"), of ImClone Systems Incorporated, a
Delaware corporation (the "Company"), at a purchase price of $70.00 per Share,
net to the seller in cash, without interest thereon, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated September
28, 2001.
ITEM 11. ADDITIONAL INFORMATION.
The waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976 for the Purchaser's offer to purchase up to 14,392,003 of the
outstanding Shares of the Company, expired yesterday, October 11th, at 11:59
p.m. Accordingly, Condition (i) in "THE TENDER OFFER--Section 14-Certain
Conditions to the Offer" of the Offer to Purchase dated September 28, 2001 has
been satisfied.
ITEM 12. EXHIBITS.
Item 12 is hereby amended and supplemented to include the following exhibit:
(a)(5)(A) Advertisement as published by Lehman Brothers, Parent's financial
advisor, in the Wall Street Journal on October 11, 2001.
SIGNATURES
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.
Bristol-Myers Squibb Biologics Company
By: /s/ Sandra Leung
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Name: Sandra Leung
Title: Vice President and Secretary
Bristol-Myers Squibb Company
By: /s/ Frederick S. Schiff
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Name: Frederick S. Schiff
Title: Senior Vice President and
Chief Financial Officer
Dated: October 12, 2001
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INDEX TO EXHIBITS
(a)(1)(A) Offer to Purchase dated September 28, 2001.
(a)(1)(B) Recommendation Statement on Schedule 14D-9 of the Company
dated September 28, 2001 (incorporated by reference to
Schedule 14D-9 filed with the Commission by the Company
on September 28, 2001).
(a)(1)(C) Letter of Transmittal.
(a)(1)(D) Notice of Guaranteed Delivery.
(a)(1)(E) Letter to Brokers, Dealers, Banks, Trust Companies and
Other Nominees.
(a)(1)(F) Letter to Clients for use by Brokers, Dealers, Banks,
Trust Companies and Other Nominees.
(a)(1)(G) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(1)(H) Press Release issued by Parent on September 19, 2001.
(a)(1)(I) Summary Advertisement published September 28, 2001.
(a)(1)(J) Letter to Stockholders of the Company from the President
and Chief Executive Officer of the Company dated
September 28, 2001.
(a)(1)(K) Form of Notice of Conditional Exercise.
(a)(1)(L) Instructions for Conditional Exercise.
(a)(1)(M) Memorandum to Eligible Option Holders.
** (a)(5)(A) Advertisement as published by Lehman Brothers, Parent's
financial advisor, in the Wall Street Journal on
October 11, 2001.
(b) Not applicable.
(d)(1) Acquisition Agreement dated as of September 19, 2001,
among Parent, the Purchaser and the Company.
Stockholder Agreement dated September 19, 2001, among
Parent, the Purchaser and the Company.
(d)(2) Development, Promotion, Distribution and Supply Agreement
dated September 19, 2001 among Parent, E.R. Squibb &
Sons, L.L.C. and the Company.*
(d)(3) Confidentiality Agreement dated May 19, 2001 between
Parent and the Company.
(d)(4) Letter Agreement dated September 19, 2001 between Parent
and Dr. Harlan Waksal.
(d)(5) Letter Agreement dated September 19, 2001 between Parent
and Samuel Waksal, Ph.D.
(g) Not applicable.
(h) Not applicable.
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* Certain portions of this agreement have been omitted pursuant to an
application for confidential treatment filed with the Commission by
Parent, the Purchaser and the Company pursuant to Rule 24b-2, under the
Exchange Act.
** Filed herewith; all others previously filed.
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Exhibit (a)(5)(A)
Steadfast commitment, in all markets,
to our healthcare clients.
Pending
$2,000,000,000
Bristol-Myers Squibb Company Logo
Co-development and co-promotion agreement
with and agreement to acquire
approximately 20% of
ImClone Systems Incorporated Logo
Lehman Brothers
Lehman Brothers
Where vision gets built. (sm)
These securities having been previously sold, this announcement appears as
a matter of record only. (c) 2001 Lehman Brothers Inc. All Rights Reserved.
Member SPIC.