-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BSedLplj+dRgMPXeyKdDzBSuNqMSBww0TChGbNqd01OKael7oE8IxnenaMCMdJUK J1iNYLJbbMd9jLdTUfStrg== 0000897204-01-000018.txt : 20010123 0000897204-01-000018.hdr.sgml : 20010123 ACCESSION NUMBER: 0000897204-01-000018 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010122 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IMCLONE SYSTEMS INC/DE CENTRAL INDEX KEY: 0000765258 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 042834797 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-42743 FILM NUMBER: 1512875 BUSINESS ADDRESS: STREET 1: 180 VARICK ST CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 2126451405 MAIL ADDRESS: STREET 1: 180 VARICK ST CITY: NEW YORK STATE: NY ZIP: 10014 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MERCK KGAA /FI CENTRAL INDEX KEY: 0001004059 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 64271 DARMSTADT CITY: GERMANY HRB 6164 STATE: I8 FORMER COMPANY: FORMER CONFORMED NAME: MERCK KGAA /FI DATE OF NAME CHANGE: 19970219 SC 13G/A 1 0001.txt AMENDMENT PURSUANT TO RULE 13D-2 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------------- SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1**)1 ImClone Systems Incorporated - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 45245W109 - -------------------------------------------------------------------------------- (CUSIP Number) December 5, 2000 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of This Statement) **THE SOLE PURPOSE OF THIS AMENDMENT TO SCHEDULE 13G IS TO CORRECT ERRONEOUS INFORMATION ABOUT THE REPORTING PERSON'S PERCENTAGE OWNERSHIP OF THE ISSUER'S COMMON STOCK THAT WAS INADVERTENTLY FILED ON SCHEDULE 13G ON JANUARY 16, 2001. THE REPORTING PERSON HAS NOT SOLD OR OTHERWISE DISPOSED OF ANY SHARES OF THE ISSUER'S COMMON STOCK SINCE THE DATE OF SUCH FILING. Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |_| Rule 13d-1(b) |X| Rule 13d-1(c) |_| Rule 13d-1(d) - -------------------------- 1 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 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.) 13G - --------------------------------- ----------------------------- CUSIP No. 45245W109 Page 2 of 5 Pages - --------------------------------- ----------------------------- - ---------- --------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Merck KGaA - ---------- --------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - ---------- --------------------------------------------------------------------- 3. SEC USE ONLY - ---------- --------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION Federal Republic of Germany - --------------------------------------- --------- ------------------------------ 5. 5. SOLE VOTING POWER 2,099,220 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH --------- ------------------------------ 6. 6. SHARED VOTING POWER 0 --------- ------------------------------ 7. 7. SOLE DISPOSITIVE POWER 2,099,220 --------- ------------------------------ 8. 8. SHARED DISPOSITIVE POWER 0 - ---------- --------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,099,220 - ---------- --------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_| - ---------- --------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.2%** - ---------- --------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON* CO - ---------- --------------------------------------------------------------------- **THE SOLE PURPOSE OF THIS AMENDMENT TO SCHEDULE 13G IS TO CORRECT ERRONEOUS INFORMATION ABOUT THE REPORTING PERSON'S PERCENTAGE OWNERSHIP OF THE ISSUER'S COMMON STOCK, WHICH WAS INADVERTENTLY INCLUDED IN THE SCHEDULE 13G FILED ON JANUARY 16, 2001. THE REPORTING PERSON HAS NOT SOLD OR OTHERWISE DISPOSED OF ANY SHARES OF THE ISSUER'S COMMON STOCK SINCE THE DATE OF SUCH FILING. *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1(a). Name of Issuer: ImClone Systems Incorporated Item 1(b). Address of Issuer's Principal Executive Offices: 180 Varick Street, New York, NY 10014 Item 2(a). Name of Person Filing: Merck KGaA Item 2(b). Address of Principal Business Office or, if None, Residence: Frankfurter Strasse 250, D-64293 Darmstadt, Federal Republic of Germany Item 2(c). Citizenship: Federal Republic of Germany Item 2(d). Title of Class of Securities: Common Stock, par value $0.001 per share Item 2(e). CUSIP Number: 45245W109 Item 3. If This Statement is Filed Pursuant to Rule 13d-1 (b), or 13d-2 (b) or (c), Check Whether the Person Filing is a: (a) |_| Broker or dealer registered under Section 15 of the Exchange Act. (b) |_| Bank as defined in Section 3 (a) (6) of the Exchange Act. (c) |_| Insurance company as defined in Section 3 (a) (19) of the Exchange Act. (d) |_| Investment company registered under Section 8 of the Investment Company Act. (e) |_| An investment adviser in accordance with Rule 13d-1 (b) (1) (ii) (E); (f) |_| An employee benefit plan or endowment fund in accordance with Rule 13d-1 (b) (1) (ii) (F); (g) |_| A parent holding company or control person in accordance with Rule 13d-1 (b) (1) (ii) (G) (h) |_| A savings association as defined in Section 3 (b) of the Federal Deposit Insurance Act; (i) |_| A church plan that is excluded from the definition of an investment company under Section 3 (c) (14) of the Investment Company Act; (j) |_| Group, in accordance with Rule 13d-1 (b) (1) (ii) (J). Item 4. Ownership. (a) Amount beneficially held: 2,099,220 shares (b) Percent of class: 3.2%** **THE SOLE PURPOSE OF THIS AMENDMENT TO SCHEDULE 13G IS TO CORRECT ERRONEOUS INFORMATION ABOUT THE REPORTING PERSON'S PERCENTAGE OWNERSHIP OF THE ISSUER'S COMMON STOCK, WHICH WAS INADVERTENTLY INCLUDED IN THE SCHEDULE 13G FILED ON JANUARY 16, 2001. THE REPORTING PERSON HAS NOT SOLD OR OTHERWISE DISPOSED OF ANY SHARES OF THE ISSUER'S COMMON STOCK SINCE THE DATE OF SUCH FILING. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: 2,099,220 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 2,099,220 (iv) Shared power to dispose or to direct the disposition of: 0 Item 5. Ownership of Five Percent or Less of a Class. NOT APPLICABLE. Item 6. Ownership of More Than Five Percent on Behalf of Another Person. NOT APPLICABLE. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. NOT APPLICABLE. Item 8. Identification and Classification of Members of the Group. NOT APPLICABLE. Item 9. Notice of Dissolution of Group. NOT APPLICABLE. Item 10. Certifications. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 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: January 22, 2001 MERCK KGaA By: /s/ Michael Volz Name: Michael Volz Title: Legal Counsel -----END PRIVACY-ENHANCED MESSAGE-----