SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
The Securities Exchange Act of 1934
(Amendment
No. 5)
ImClone Systems
Incorporated
(Name
of Issuer)
Common
Stock, Par Value $.001 Per Share
(Title
of Class of Securities)
(CUSIP
Number)
Bristol-Myers
Squibb Company
345 Park
Avenue
New York,
New York 10154
(212)
546-4000
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box q.
NOTE: Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See § 240.13d-7 for other
parties to whom copies are to be sent.
*
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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.
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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))
CUSIP No. 45245W109
1
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Names
of Reporting Persons:
I.R.S.
Identification Nos. of Above Persons (entities only):
Bristol -Myers
Squibb Biologics Company
22-3828046
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2
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Check
the Appropriate Box If a Member of a Group (See
Instructions):
(a) þ
(b) o
|
3
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SEC
Use Only:
|
4
|
Source
of Funds (See Instructions):
BK,
OO
|
5
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Check
Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e): o
|
6
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Citizenship
or Place of Organization
Delaware
|
Number
of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With
|
7
|
Sole
Voting Power
14,392,003
|
8
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Shared
Voting Power
- 0
-
|
9
|
Sole
Dispositive Power
14,392,003
|
10
|
Shared
Dispositive Power
-
0 -
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
14,392,003
|
12
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Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
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13
|
Percent
of Class Represented by Amount in Row (11):
16.6%
|
14
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Type
of Reporting Person
CO
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Item 1.
Security and
Issuer.
Item 1 is hereby amended, in
pertinent part, by the following:
This
Amendment No. 5 to Schedule 13D relating to the common stock, par value
$.001 per share, of ImClone Systems Incorporated (“ImClone” or the “Company”) is
being filed on behalf of the undersigned to further amend their 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. Such disclosure was also amended by
Amendment No. 1 to Schedule 13D filed by the undersigned on
February 6, 2002, Amendment No. 2 to Schedule 13D filed by the
undersigned on March 6, 2002, Amendment No. 3 to Schedule 13D
filed by the undersigned on February 1, 2006 and Amendment No. 4 to
Schedule 13D filed by the undersigned on July 31, 2008.
Item 4.
Purpose of the
Transaction.
Item 4 is hereby amended, in
pertinent part, by the following:
Bristol-Myers Squibb Company (“BMS”) owns 14,392,003 shares of ImClone
common stock, or approximately 16.6% of ImClone’s outstanding
shares. On September 22, 2008, James M. Cornelius, Chairman and Chief
Executive Officer of BMS, delivered to Carl C. Icahn, Chairman of the Board of
Directors of ImClone, a letter conveying BMS’ intention to (i) commence a tender
offer to acquire all of ImClone’s outstanding shares of common stock not already
owned by BMS and its subsidiaries for $62.00 per share in cash (the “BMS Offer”)
and (ii) file with the Securities Exchange Commission a preliminary consent
solicitation statement relating to, among other things, the solicitation of
written consents from ImClone stockholders to remove all existing members of the
ImClone board of directors and replace them with five nominees to be proposed by
BMS (the “Consent Solicitation”). The letter to ImClone is incorporated herein
by reference and is attached as Exhibit 99.1 to this Amendment No. 5 to Schedule
13D.
The BMS Offer is not contingent on due
diligence or financing. The BMS Offer represents an approximately 48%
premium to the average share price of ImClone’s common stock during
the three-month period ended on July 30, 2008, the last trading day prior
to BMS’ initial public announcement of its offer to acquire
ImClone. In addition, the BMS Offer represents an approximately 49%
premium to the average share price of ImClone’s common stock during the 12-month
period ended on July 30, 2008. The BMS Offer and the Consent Solicitation
were authorized by the BMS Board of Directors.
John E. Celentano, who was nominated by
BMS to serve on the ImClone board of directors, resigned effective as of
September 22, 2008.
In the event BMS does not acquire all
outstanding shares of ImClone common stock, BMS will continue to evaluate its
investment in ImClone from a financial point of view and may sell a portion of
or all its ImClone shares or may continue to hold its ImClone shares, subject to
business and market conditions that may exist at the time. Any sale
by BMS of its ImClone shares would be made subject to the terms and conditions
of the stockholder’s agreement between BMS and ImClone which imposes certain
restrictions on the timing and manner of sale by BMS of its ImClone
shares.
BMS also has a commercialization
agreement with ImClone for the codevelopment and copromotion of ERBITUX® in the
United States, Canada and Japan. Under its terms, the
commercialization agreement would survive any sale by BMS of its shares of
ImClone.
The Stockholder Agreement dated as of
September 19, 2001, among BMS, Bristol-Myers Squibb Biologics Company and
ImClone, and the Development, Promotion, Distribution and Supply Agreement dated
as of September 19, 2001, and amended as on March 5, 2002,
July 27, 2007, and October 12, 2007 among
E. R. Squibb & Sons, LLC, BMS and ImClone, are included as
Exhibits 99(d)(2) and 99(d)(3) to the Schedule to Tender Offer Statement
filed on September 28, 2001, Exhibit A to Schedule 13D (Amendment
No. 2) filed on March 6, 2002, and Exhibit 10.41 to ImClone’s
Quarterly Report on Form 10-Q for the quarter ended September 30, 2007
filed on November 9, 2007.
Item
7. Material
to be Filed as Exhibits
99.1 Letter
from Bristol-Myers Squibb Company to ImClone Systems Incorporated
dated September 22, 2008.
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: September
22, 2008
BRISTOL-MYERS SQUIBB
COMPANY,
by: /s/ Sandra Leung
Name: Sandra
Leung
Title: Senior
Vice President, General Counsel
and
Secretary
BRISTOL-MYERS SQUIBB
BIOLOGICS COMPANY,
by: /s/ Jeffrey Galik
Name: Jeffrey
Galik
Title: Vice
President and
Treasurer
EXHIBIT
INDEX
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Exhibit
No.
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Description
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99.1
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Letter
from Bristol-Myers Squibb Company to the Board of Directors of ImClone
Systems
Incorporated
dated September 22, 2008.
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