SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
ImClone Systems Incorporated
(Name of Issuer)
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
45245W109
(CUSIP Number)
Bristol-Myers Squibb Company
345 Park Avenue
New York, New York 10154
(212) 546-4000
Attn: General Counsel
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 5, 2002
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Section 240.13d-1(e), Section 240.13d-1(f) or Section
240.13d-1(g), check the following box |_|.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act.
(Continued on following page(s))
1
CUSIP No. 45245W109
_______________________________________________________________________________
1 Names of Reporting Persons
Identification Nos. of Above Persons (entities only)
Bristol-Myers Squibb Company
22-0790350
_______________________________________________________________________________
Check the Appropriate Box if a Member of a Group
_
2 (a) |X|
_
(b) |_|
_______________________________________________________________________________
3 SEC Use Only
_______________________________________________________________________________
4 Source of Funds
BK, OO
_______________________________________________________________________________
5 Check if Disclosure of Legal Proceedings is Required _
Pursuant to Items 2(d) or 2(e) |_|
_______________________________________________________________________________
6 Citizenship or Place of Organization
Delaware
_______________________________________________________________________________
7 Sole Voting Power
14,392,003
_______________________________________
Number of Shares 8 Shared Voting Power
Beneficially - 0 -
Owned by Each _______________________________________
Reporting 9 Sole Dispositive Power
Person with 14,392,003
_______________________________________
10 Shared Dispositive Power
- 0 -
_______________________________________________________________________________
Aggregate Amount Beneficially Owned by Each Reporting Person
11
14,392,003
_______________________________________________________________________________
Check Box if the Aggregate Amount in Row (11) Excludes _
12 Certain Shares |_|
_______________________________________________________________________________
Percent of Class Represented
13 by Amount in Row (11)
19.9%
_______________________________________________________________________________
Type of Reporting Person
14 CO
_______________________________________________________________________________
2
_______________________________________________________________________________
1 Names of Reporting Persons
Identification Nos. of Above Persons (entities only)
Bristol-Myers Squibb Biologics Company
22-3828046
_______________________________________________________________________________
Check the Appropriate Box if a Member of a Group
_
2 (a) |X|
_
(b) |_|
_______________________________________________________________________________
3 SEC Use Only
_______________________________________________________________________________
4 Source of Funds
BK, OO
_______________________________________________________________________________
5 Check if Disclosure of Legal Proceedings is Required _
Pursuant to Items 2(d) or 2(e) |_|
_______________________________________________________________________________
6 Citizenship or Place of Organization
Delaware
_______________________________________________________________________________
7 Sole Voting Power
14,392,003
_______________________________________
Number of Shares 8 Shared Voting Power
Beneficially - 0 -
Owned by Each _______________________________________
Reporting 9 Sole Dispositive Power
Person with 14,392,003
_______________________________________
10 Shared Dispositive Power
- 0 -
_______________________________________________________________________________
Aggregate Amount Beneficially Owned by Each Reporting Person
11
14,392,003
_______________________________________________________________________________
Check Box if the Aggregate Amount in Row (11) Excludes _
12 Certain Shares |_|
_______________________________________________________________________________
Percent of Class Represented
13 by Amount in Row (11)
19.9%
_______________________________________________________________________________
Type of Reporting Person
14 CO
_______________________________________________________________________________
3
Item 1. Security and Issuer.
--------------------
This Amendment No. 1 to Schedule 13D relates to the Common Stock,
par value $.001 per share, of ImClone Systems Incorporated ("Issuer" or
"ImClone") and is being filed on behalf of the undersigned to amend its
disclosure with respect to Section 13(d) of the Act and the rules and
regulations thereunder. Such disclosure constituted part of the undersigned's
Schedule TO previously filed on September 28, 2001, as amended by filings made
on October 12, 2001, October 26, 2001, October 29, 2001 and November 1, 2001
(the "Schedule TO").
Item 2. Identity and Background.
------------------------
The information with respect to Item 2 disclosure in the Schedule TO
is hereby amended, in pertinent part, by the following:
Since the date of the Schedule TO (as last amended), the persons set
forth on Schedule I attached hereto have ceased to be executive officers of
Bristol-Myers Squibb Company (the "Company"). Since the date of the Schedule
TO (as last amended), the persons set forth on Schedule II attached hereto
have become executive officers of the Company, as more fully described on
Schedule II.
During the last five years, none of the persons set forth on
Schedule II have been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
Item 4. Purpose of the Transaction.
---------------------------
The information with respect to Item 4 disclosure in the Schedule TO
is hereby amended, in pertinent part, by the following:
On November 1, 2001, Bristol-Myers Squibb Biologics Company, a
wholly-owned subsidiary of the Company, purchased 14,392,003 shares of ImClone
for $70 per share, which represented approximately 19.9% of the ImClone shares
outstanding just prior to the commencement of the public tender offer. In
connection with such purchase, the Company entered into a commercial agreement
with ImClone to co-develop and co-promote an investigational cancer drug,
Erbitux(R), and entered into a stockholder's agreement governing, among other
things, the resale by the Company of its ImClone stock.
On December 28, 2001, ImClone announced that the United States Food
& Drug Administration ("FDA") refused to accept for filing the Biologics
License Application ("BLA") that was submitted by ImClone for Erbitux(R). The
BLA was submitted to gain marketing approval to treat irinotecan-refractory
colorectal carcinoma. On January 18, 2002, the Subcommittee on Oversight and
Investigations of the House Energy and Commerce Committee announced that it is
investigating questions about the conduct of ImClone in the development of
Erbitux(R). On January 25, 2002, ImClone announced it received an informal
inquiry from the Securities and Exchange Commission and inquiries from the
Justice Department and the aforementioned Subcommittee.
4
The Company is currently evaluating its relationship with ImClone.
In connection with such evaluation, the Company has proposed to ImClone that
the economic and other terms of the commercial arrangement between the Company
and ImClone be restructured to provide for, among other things, (a) the
Company to have greater control over the FDA approval process and other
clinical and regulatory matters related to Erbitux(R), (b) changes in ImClone
senior management until FDA approval of Erbitux(R), (c) the Company to have
enhanced rights in ImClone's intellectual property related to Erbitux(R), and
(d) fewer restrictions on the Company's ability to resell ImClone shares.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
None of the persons set forth on Schedule II hereto beneficially own
any securities of ImClone.
Item 7. Material to be Filed as Exhibits.
---------------------------------
Exhibit A Press release of Bristol-Myers Squibb Company, dated February 5, 2002.
5
Signature
After reasonable 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.
Date: February 5, 2002
BRISTOL-MYERS SQUIBB COMPANY
by: /s/Frederick S. Schiff
-----------------------------------
Name: Frederick S. Schiff
Title: Senior Vice President and
Chief Financial Officer
BRISTOL-MYERS SQUIBB BIOLOGICS
COMPANY
by: /s/Sandra Leung
-----------------------------------
Name: Sandra Leung
Title: Vice President and Secretary
6
SCHEDULE I
Stephen I. Sadove
Beth C. Seidenberg
Charles G. Tharp
7
SCHEDULE II
Tamar D. Howson, Senior Vice President, Corporate Development, Bristol-Myers
Squibb Company. United States Citizen. Address: Bristol-Myers Squibb Company,
Route 206 & Province Line Road, Princeton, New Jersey 08543
Stephen E. Bear, Senior Vice President, Human Resources, Bristol-Myers Squibb
Company. United States Citizen. Address: Bristol-Myers Squibb Company, 345 Park
Avenue, New York, New York 10154
8
EXHIBIT A
PRESS RELEASE
CONTACT: Nancy Goldfarb Timothy Cost
Corporate Affairs Investor Relations
212-546-5107 212-546-4103
Wilson Grabill
Corporate Affairs
212-546-4377
BRISTOL-MYERS SQUIBB PROPOSES RESTRUCTURING
RELATIONSHIP WITH IMCLONE SYSTEMS, INC.
NEW YORK (February 5, 2002) - Peter R. Dolan, chairman and chief executive
officer, Bristol-Myers Squibb Company (NYSE:BMY), said today that he has
proposed steps to fundamentally restructure the company's relationship with
ImClone Systems, Inc. (NASDAQ:IMCL). "If these conditions are accepted,
Bristol-Myers Squibb will take the lead in the FDA approval process and other
clinical and regulatory matters related to Erbitux," said Mr. Dolan.
Bristol-Myers Squibb entered into a commercial agreement with ImClone on
September 19, 2001 to co-develop and co-promote Erbitux, an investigational
cancer drug, in the U.S., Canada and Japan.
Specifically, Bristol-Myers Squibb proposed that certain economic,
financial and other terms of the agreement be restructured. In addition to
assuming greater control over the U.S. Food and Drug Administration (FDA)
approval process for Erbitux, the terms include - but are not limited to -
changes in ImClone senior management effective until FDA approval of Erbitux;
expanded rights for the company to ImClone's intellectual property related to
Erbitux; and fewer restrictions on the company's ability to resell ImClone
shares.
9
- more -
-2-
"We are taking this action because we believe Erbitux has great potential
to treat cancer patients, and we want to move the process forward as quickly
as possible," said Mr. Dolan.
This press release includes certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 regarding,
among other things, statements relating to plans to restructure the company's
relationship with ImClone Systems. Such forward-looking statements are based
on current expectations and involve inherent risks and uncertainties,
including factors that could delay, divert or change any of them, and could
cause actual outcomes and results to differ materially from current
expectations. For further details and a discussion of these and other risks
and uncertainties, see the company's Securities and Exchange Commission
filings. The company undertakes no obligation to publicly update any
forward-looking statement, whether as a result of new information, future
events or otherwise.
10