Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 5)
ANORMED,
INC.
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(Name
of Issuer)
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Common
Stock, no par value per share
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(Title
of Class of Securities)
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|
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035910108
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(CUSIP
Number)
|
|
|
|
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Leo
Kirby
667
Madison Avenue, 19th Floor
New
York, NY 10021
(212)
521-2418
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(Name,
Address and Telephone Number of Person Authorized to Receive Notices
and
Communications)
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February
23, 2006
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(Date
of Event which Requires Filing of this Statement)
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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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 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
(the “Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE
13D
CUSIP
No. 035910108
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|
Page
2
of 9
Pages
|
1
|
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS
Julian
C. Baker
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) x
(b) o
|
3
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SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
WC
|
5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS
2(d) OR 2(e)
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
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SHARED
VOTING POWER
9,411,500
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
9,411,500
|
11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,411,500
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
(See
Instructions)
o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.3%
|
14
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TYPE
OF REPORTING PERSON (See Instructions)
IN
|
SCHEDULE
13D
CUSIP
No. 035910108
|
|
Page 3
of 9
Pages
|
1
|
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
x
(b) o
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
WC
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS
2(d) OR 2(e)
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
8
|
SHARED
VOTING POWER
9,411,500
|
9
|
SOLE
DISPOSITIVE POWER
|
10
|
SHARED
DISPOSITIVE POWER
9,411,500
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,411,500
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See
Instructions)
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.3%
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
This
Amendment No. 5 to Schedule 13D is being filed by Julian C. Baker and Felix
J.
Baker (the “Reporting Persons”) to amend and supplement the statement on
Schedule 13D previously filed by them, as heretofore amended. Except as amended
and supplemented hereby, that statement remains in full force and
effect.
Item
4. Purpose
of Transaction.
On
February 20, 2006 the Company issued a press release entitled “Anormed Responds
to Shareholder’s SEC Filing” which made certain statements regarding the
statement on Schedule 13D previously filed by the Reporting Persons. On February
23, 2006 Dr. Felix Baker sent a letter to David Scott, Chairman of the Board
of
the Company, responding to certain statements in the press release. A copy
of
Dr. Baker’s letter to Mr. Scott is attached as Exhibit 2 to this Amendment No.
5.
Item
7. Material
To Be Filed as Exhibits.
Exhibit
1 Agreement
regarding the joint filing of this statement.
Exhibit
2 Letter
dated February 23, 2006 from Felix Baker to David Scott.
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.
February
23, 2006
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/s/ Julian
C. Baker |
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/s/ Felix
J. Baker |
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Name:
Julian C. Baker |
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Name:
Felix J. Baker |
EXHIBIT
1
AGREEMENT
In
accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934,
as
amended, the undersigned hereby agree that this Statement on Schedule 13D
relating to the Common Stock, no par value, of Anormed Inc. is being filed
with
the Securities and Exchange Commission on behalf of each of them.
February
23, 2006
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/s/ Julian
C. Baker |
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/s/ Felix
J. Baker |
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Name:
Julian C. Baker |
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Name:
Felix J. Baker |
EXHIBIT
2
February
23, 2006
BAKER
BROTHERS INVESTMENTS
David
Scott
Chairman
of the Board
AnorMED
Inc.
200-20353
64th Avenue
Langley,
BC V2Y 1N5
Dear
David:
I
am
writing to you in response to the press release issued by AnorMED Inc. on
February 20, 2006. As AnorMED’s largest shareholder, we are deeply concerned by
the misleading statements in the press release regarding the attempts to
date by
Baker Brothers Investments Funds to come to an agreement with the Special
Committee of AnorMED on proposed and needed changes to the Company’s Board. We
are concerned that the release may not have been appropriate under applicable
Canadian securities laws governing proxy solicitations. By issuing this release
as a corporate release on behalf of AnorMED, Inc. the Special Committee has
again exceeded the boundaries of its mandate.
Our
primary concern, as shareholders, is that the Board as currently constituted
will fail to make decisions that will result in maximum value being realized
for
all shareholders of AnorMED.
Given
the
contents of the press release, I believe that it is critically important
that I
clarify in this letter the reason for the Baker Fund's initial approach to
you
and Mike Abrams regarding the reconstitution of AnorMED's Board.
Current
shareholders have no reason to take comfort in the statement in the press
release that “the willingness of the Company to replace and/or add new directors
is consistent with AnorMED’s past practice.” In fact, AnorMED’s past practice is
not consistent with making significant changes to the Board. If “the Company’s
goal has always been to recruit independent Directors, as necessary, that
bring
relevant business and industry experience and who will act in the best interests
of all AnorMED shareholders”, as the press release states, then the current
Board has failed the Company miserably in that goal.
Your
press release states that "the Chairman of AnorMED as well as other members
of
the Special Committee and management have been actively meeting and talking
to
[Dr. Baker] in a concerted effort to come to an agreement on a group of
directors that is satisfactory to all”. This is a clear exaggeration of any
efforts you or the Special Committee have made.
The
fact
is that this discussion started with the compromise proposal the Baker Funds
made to you and Mike Abrams on January 5 which would lead to the replacement
of
only four of the current AnorMED directors. In that proposal, only one of
the
five new directors we would recommend would be a representative of the Baker
Funds. The other four would all be directors who are fully independent of
the
Baker Funds and AnorMED management. We reiterated this proposal to you on
January 13, 2006. After almost two months, we have yet to receive a response
to
that proposal.
The
press
release further claims that "…to date Mr. Baker has been unwilling to consent to
the consideration of a Board that is fully independent of himself and the
shareholders he represents". This is completely false. In no instance have
you
or any member of the Special Committee asked us to consider a proposal that
precludes our continued representation on the Board. If you meant to suggest
by
this statement that Baker Brothers Investments is unwilling to consider a
Board
that is independent from Baker Brothers Investments, this is also clearly
false.
Both the initial proposal we made to you on January 5, 2006 and the slate
we
have proposed for election at the upcoming shareholders meeting would result
in
a Board that is independent from Baker Brothers Investments and the shareholders
we represent.
The
press
release also asserts that the Baker Funds have not been responsive to the
proposal you made to us on February 8, 2006 regarding the reconstitution
of the
Board. In so doing, it fails to inform AnorMED's shareholders that the Baker
Funds responded to your proposal within 48 hours of its receipt. We responded
that we could not consider your proposal without first understanding whether
any
of the independent director nominees the Baker Funds had previously suggested
for a new slate of directors would be “mutually acceptable”.
Since
first informing the Special Committee and Mike Abrams of our proposed slate
on
January 20, 2006, the Baker Funds have been persistently and patiently
attempting to elicit your response to what inadequacies, if any, can be found
in
any of the Board nominees we have proposed. Neither you nor any other member
of
the Special Committee has responded to this very simple and straightforward
question. You may call our belief that you are unwilling to find a consensual
solution “ridiculous”, but your claim that you are making a “concerted effort”
to resolve our differences suggests the opposite since you remain unwilling
to
discuss the merits of any of the independent candidates we have proposed.
AnorMED's
public mischaracterization of what has actually transpired between the Baker
Funds and AnorMED only heightens our concern that the Special Committee's
true
agenda is the entrenchment of the current Board. This is compounded by the
fact
that the Special Committee (comprised of all members of the Board other than
Mike Abrams and me) has embarked on a frolic by, first, adopting a Shareholder
Rights Plan that just six months earlier was not put before shareholders
for
renewal based on management’s conclusion that there was insufficient shareholder
support for such a plan and, second, exploring strategic "alternatives" in
response to our requisition. While the Special Committee may make attempts
at
this point to modestly evolve the current Board’s composition, we remain
confident that shareholders will recognize these attempts as a smokescreen
set
to create the illusion that the current Board is open to change -- when all
the
facts to date indicate otherwise.
Contrary
to your public assertions, we remain entirely committed to finding a mutually
acceptable solution that results in a meaningful change to the current
composition of the Board and its transformation into a Board comprised of
individuals in whom shareholders can reasonably have
confidence.
As
you
know, Baker Bros. Advisors manages over US$1 billion in assets for major
university endowments, foundations, and families. The Baker Funds, which
are managed by Baker Bros. Advisors and commonly referred to as Baker
Brothers
Investments, are long-term investment funds that focus on publicly traded
life
sciences companies. In each investment we seek to help companies optimize
strategic and financial decision-making in order to maximize long-term
value for
all shareholders. We have the same intentions for
AnorMED.
Yours,
Felix
Baker
Managing
Partner
Baker
Brothers Investments