-----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, Ag7YdYOqaJnP7Y9P5G+HhidfteFAWlsN3kW2X31xr7qk/ptEFZRc+/8B1jITOj8B 08XQbjd6vtfZTTyFqM0xgQ== 0001348883-06-000127.txt : 20060928 0001348883-06-000127.hdr.sgml : 20060928 20060928154711 ACCESSION NUMBER: 0001348883-06-000127 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060928 DATE AS OF CHANGE: 20060928 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IMCLONE SYSTEMS INC 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 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-42743 FILM NUMBER: 061113983 BUSINESS ADDRESS: STREET 1: 180 VARICK STREET - 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 646-638-5078 MAIL ADDRESS: STREET 1: 180 VARICK STREET - 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 FORMER COMPANY: FORMER CONFORMED NAME: IMCLONE SYSTEMS INC/DE DATE OF NAME CHANGE: 19940211 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAM North America, LLC CENTRAL INDEX KEY: 0001348883 IRS NUMBER: 010846058 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 800-691-6959 MAIL ADDRESS: STREET 1: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 imclone13d.txt IMCLONE SYSTEMS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) Imclone Systems Incorporated ------------------------------------------------ (Name of Issuer) Common Stock, $0.001 par value ------------------------------------------------ (Title of Class of Securities) 45245W109 - ------------------------------------------------ (CUSIP Number) Leonard Larrabee CAM North America, LLC 300 First Stamford Place Stamford, CT 06902 203-890-7011 - ------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 28, 2006 ------------------------------------------------ (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 Rule 240.13d-1(b)(e), 240.13d-1(f) or 240.13d-1(g) check the following box [X]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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 (however, see the Notes). SCHEDULE 13D CUSIP NO. 45245W109 1. Name Of Reporting Person: CAM North America, LLC Tax Identification No: 01-0846058 2. Check The Appropriate Box If A Member Of A Group (a) [X] (b) [ ] 3. Sec Use Only 4. Source Of Funds: OO 5. Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) or 2(e): [ ] 6. Place Of Organization: Delaware Number of shares beneficially owned by Reporting Person with: 7. Sole Voting Power: - 0 - 8. Shared Voting Power Beneficially: 8,245,695 9. Sole Dispositive Power: - 0 - 10. Shared Dispositive Power: 9,384,943 11. Aggregate Amount Beneficially Owned By Reporting Person: 9,384,943 12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares: [ ] 13. Percent Of Class Represented By Amount In Row (11): 11.14% 14. Type Of Reporting Person: IA - ------------------------------------------------------------- SCHEDULE 13D CUSIP NO. 45245W109 1. Name Of Reporting Person: Smith Barney Fund Management LLC Tax Identification No: 13-2616913 2. Check The Appropriate Box If A Member Of A Group (a) [X] (b) [ ] 3. Sec Use Only 4. Source Of Funds: OO 5. Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) or 2(e): [ ] 6. Place Of Organization: Delaware Number of shares beneficially owned by Reporting Person with: 7. Sole Voting Power: - 0 - 8. Shared Voting Power Beneficially: 107,920 9. Sole Dispositive Power: - 0 - 10. Shared Dispositive Power: 107,920 11. Aggregate Amount Beneficially Owned By Reporting Person: 107,920 12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares [ ] 13. Percent Of Class Represented By Amount In Row (11): 0.13% 14. Type Of Reporting Person: IA - --------------------------------------------------------------- SCHEDULE 13D CUSIP NO. 45245W109 1. Name Of Reporting Person: Salomon Brothers Asset Management Inc Tax Identification No: 13-3440564 2. Check The Appropriate Box If A Member Of A Group* (a) [X] (b) [ ] 3. Sec Use Only 4. Source Of Funds: OO 5. Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) or 2(e): [ ] 6. Place Of Organization: Delaware Number of shares beneficially owned by Reporting Person with: 7. Sole Voting Power: - 0 - 8. Shared Voting Power Beneficially: 25,077 9. Sole Dispositive Power: - 0 - 10. Shared Dispositive Power: 25,077 11. Aggregate Amount Beneficially Owned By Reporting Person: 24,247 12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares: [ ] 13. Percent Of Class Represented By Amount In Row (11): 0.03% 14. Type Of Reporting Person: IA - ------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER. This Schedule 13D relates to the Common Stock $0.001 par value (the "Common Stock") of Imclone Systems Incorporated, a Delaware corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 180 Varick Street, New York, New York 10014. ITEM 2. IDENTITY AND BACKGROUND. This statement is filed jointly by CAM North America, LLC ("CAM NA"), Smith Barney Fund Management LLC ("SBFM") and Salomon Brothers Asset Management Inc ("SaBAM", and together with CAM NA and SBFM, the "Reporting Persons"). Each of CAM NA and SBFM is a Delaware limited liability company, and SaBAM is a Delaware corporation. Each of CAM NA, SBFM and SaBAM is a registered investment adviser under the Investment Advisers Act of 1940 ("Advisers Act") with its principal office located at 399 Park Avenue - 4th Floor, New York, NY 10043. Except as described below, none of the entities identified in this Item 2 has during the past five years been convicted in any criminal proceeding, nor been 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. On May 31, 2005, the Securities and Exchange Commission (the "SEC") issued an order in connection with the settlement of an administrative proceeding against SBFM, the then-investment adviser or manager to certain of the Funds and CGMI, relating to the appointment of an affiliated transfer agent for the Smith Barney family of mutual funds (the "Affected Funds"). The SEC order finds that SBFM and CGMI willfully violated Section 206(1) of the Investment Advisers Act of 1940, as amended, and the rules promulgated thereunder (the "Advisers Act"). Specifically, the order finds that SBFM and CGMI knowingly or recklessly failed to disclose to the boards of the Affected Funds in 1999 when proposing a new transfer agent arrangement with an affiliated transfer agent that: First Data Investors Services Group ("First Data"), the Affected Funds' then-existing transfer agent, had offered to continue as transfer agent and do the same work for substantially less money than before; and that Citigroup Asset Management ("CAM"), the Citigroup business unit that, at the time, included the Affected Funds' investment manager and other investment advisory companies, had entered into a side letter with First Data under which CAM agreed to recommend the appointment of First Data as sub-transfer agent to the affiliated transfer agent in exchange, among other things, for a guarantee by First Data of specified amounts of asset management and investment banking fees to CAM and CGMI. The order also finds that SBFM and CGMI willfully violated Section 206(2) of the Advisers Act by virtue of the omissions discussed above and other misrepresentations and omissions in the materials provided to the Affected Funds' boards, including the failure to make clear that the affiliated transfer agent would earn a high profit for performing limited functions while First Data continued to perform almost all of the transfer agent functions, and the suggestion that the proposed arrangement was in the Affected Funds' best interests and that no viable alternatives existed. SBFM and CGMI do not admit or deny any wrongdoing or liability. The settlement does not establish wrongdoing or liability for purposes of any other proceeding. The SEC censured SBFM and CGMI and ordered them to cease and desist from violations of Sections 206(1) and 206(2) of the Advisers Act. The order required Citigroup to pay $208.1 million, including $109 million in disgorgement of profits, $19.1 million in interest, and a civil money penalty of $80 million. Approximately $24.4 million has already been paid to the Affected Funds, primarily through fee waivers. The remaining $183.7 million, including the penalty, has been paid to the U.S. Treasury and will be distributed pursuant to a plan submitted for the approval of the SEC. At this time, there is no certainty as to how the above-described proceeds of the settlement will be distributed, to whom such distributions will be made, the methodology by which such distributions will be allocated, and when such distributions will be made. The order also required that transfer agency fees received from the Affected Funds since December 1, 2004, less certain expenses, be placed in escrow and provided that a portion of such fees might be subsequently distributed in accordance with the terms of the order. On April 3, 2006, an aggregate amount of approximately $9 million held in escrow was distributed to the Affected Funds. The order required SBFM to recommend a new transfer agent contract to the Fund boards within 180 days of the entry of the order; if a Citigroup affiliate submitted a proposal to serve as transfer agent or sub-transfer agent, SBFM and CGMI would have been required, at their expense, to engage an independent monitor to oversee a competitive bidding process. On November 21, 2005, and within the specified timeframe, the Affected Funds' Boards selected a new transfer agent for the Affected Funds. No Citigroup affiliate submitted a proposal to serve as transfer agent. Under the order, SBFM also must comply with an amended version of a vendor policy that Citigroup instituted in August 2004. Although there can be no assurance, SBFM does not believe that this matter will have a material adverse effect on the Affected Funds. On December 1, 2005, Citigroup completed the sale of substantially all of its global asset management business, including SBFM, to Legg Mason. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The source of funds used for the purchase of the Issuer's securities were funds in certain investment advisory accounts managed by the Reporting Persons. The aggregate funds used by the Reporting Persons to make the purchases were $300,182,531. ITEM 4. PURPOSE OF TRANSACTION. The Reporting Persons have acquired the Issuer's Common Stock for investment purposes on behalf of certain investment advisory accounts, and such purchases have been made in the Reporting Persons' ordinary course of business as investment advisers. Depending on the Reporting Persons' assessment of future developments, one or more of the Reporting Persons may acquire additional securities of the Issuer or may determine to sell or otherwise dispose of all or some holdings in the Issuer. On September 28, 2006, Carl Icahn and affiliates filed an amended Schedule 13D with the Commission regarding intent to solicit consents from stockholders of the Issuer to remove certain directors from the Board of the Issuer and to fill one of the vacancies with a nominee to be proposed by Mr. Icahn and his affiliates, and, in connection therewith, today filed a preliminary consent solicitation statement with the Securities and Exchange Commission. On September 28, 2006, CAM NA, on behalf of itself and certain affiliated advisers, sent a letter (the "Letter") to Mr. David Kies, Chairman of the Board of Directors of the Issuer, to communicate support of Mr. Icahn's recommended actions. A copy of the Letter is attached as Exhibit B to this Schedule 13D and is incorporated herein by reference. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) and (b). Set forth below is the beneficial ownership of shares of Common Stock of the Issuer for the Reporting Persons named in Item 2. As of the date hereof, CAM NA is the beneficial owner of 9,384,943 shares of Common Stock, representing approximately 11.14% of the Issuer's outstanding Common Stock, SBFM is the beneficial owner of 107,920 shares of Common Stock, representing approximately 0.13% of the Issuer's outstanding Common Stock, and SaBAM is the beneficial owner of 25,077 shares of Common Stock, representing approximately 0.03% of the Issuer's outstanding Common Stock. All percentages set forth in this Schedule 13D are based upon the Issuer's reported 84,217,766 outstanding shares of Common Stock reported in the Issuer's Form 10-Q for the quarterly period ended June 30, 2006. (c) The following table sets forth the Reporting Persons' transactions in the shares of Common Stock of the Issuer during the sixty (60) days preceding the date of this report: Reporting Date Shares Price Transaction Person CAM NA 7/31/2006 1300 32.47 Open Market Sale CAM NA 8/1/2006 1135 32.26 Open Market Sale SaBAM 8/1/2006 65 32.35 Open Market Sale CAM NA 8/2/2006 1290 31.98 Open Market Sale SaBAM 8/2/2006 5 32.17 Open Market Purchase SaBAM 8/2/2006 115 31.95 Open Market Purchase CAM NA 8/3/2006 3355 31.84 Open Market Sale SBFM 8/3/2006 380 31.76 Open Market Sale SaBAM 8/3/2006 270 32.95 Open Market Purchase CAM NA 8/4/2006 845 33.41 Open Market Sale SaBAM 8/4/2006 51 33.42 Open Market Purchase CAM NA 8/7/2006 990 33.02 Open Market Sale SaBAM 8/7/2006 55 33.27 Open Market Sale CAM NA 8/8/2006 1520 32.96 Open Market Sale CAM NA 8/9/2006 1465 32.72 Open Market Sale SaBAM 8/9/2006 35 32.80 Open Market Sale CAM NA 8/10/2006 860 28.03 Open Market Sale SaBAM 8/10/2006 28 27.96 Open Market Sale CAM NA 8/11/2006 1005 27.94 Open Market Sale SaBAM 8/11/2006 59 28.14 Open Market Purchase SaBAM 8/11/2006 10 27.87 Open Market Sale CAM NA 8/14/2006 2935 28.61 Open Market Purchase CAM NA 8/14/2006 1618 28.64 Open Market Sale SBFM 8/14/2006 200 28.65 Open Market Sale SaBAM 8/14/2006 29 28.14 Open Market Purchase SaBAM 8/14/2006 59 28.14 Open Market Sale CAM NA 8/15/2006 750 28.66 Open Market Purchase CAM NA 8/15/2006 1520 28.47 Open Market Sale SaBAM 8/15/2006 60 28.44 Open Market Sale CAM NA 8/16/2006 1451 29.05 Open Market Sale CAM NA 8/17/2006 5 29.97 Open Market Purchase CAM NA 8/17/2006 955 29.65 Open Market Sale CAM NA 8/18/2006 1365 30.02 Open Market Sale CAM NA 8/21/2006 1745 30.24 Open Market Sale SaBAM 8/21/2006 10 30.21 Open Market Sale CAM NA 8/22/2006 20 30.24 Open Market Purchase CAM NA 8/22/2006 1980 30.04 Open Market Sale CAM NA 8/23/2006 1170 30.16 Open Market Sale CAM NA 8/24/2006 200 30.07 Open Market Purchase CAM NA 8/24/2006 1175 30.10 Open Market Sale CAM NA 8/25/2006 750 30.05 Open Market Sale SaBAM 8/25/2006 60 30.01 Open Market Sale CAM NA 8/28/2006 910 30.37 Open Market Sale SaBAM 8/28/2006 25 30.25 Open Market Sale CAM NA 8/29/2006 1112 30.34 Open Market Sale CAM NA 8/30/2006 795 30.11 Open Market Sale CAM NA 8/31/2006 25 29.90 Open Market Purchase CAM NA 8/31/2006 1150 29.92 Open Market Sale CAM NA 9/1/2006 930 29.82 Open Market Sale SaBAM 9/1/2006 200 29.85 Open Market Sale CAM NA 9/5/2006 5 28.81 Open Market Purchase CAM NA 9/5/2006 1093 28.91 Open Market Sale SaBAM 9/5/2006 110 28.69 Open Market Sale SaBAM 9/5/2006 964 29.64 Open Market Purchase CAM NA 9/6/2006 680 28.49 Open Market Sale CAM NA 9/7/2006 1077 28.54 Open Market Sale CAM NA 9/8/2006 4925 28.17 Open Market Sale SaBAM 9/8/2006 30 28.03 Open Market Sale CAM NA 9/11/2006 850 28.10 Open Market Sale SaBAM 9/11/2006 10 28.10 Open Market Sale CAM NA 9/12/2006 430 28.41 Open Market Purchase CAM NA 9/12/2006 1535 28.37 Open Market Sale SBFM 9/12/2006 200 28.38 Open Market Sale CAM NA 9/13/2006 2492 29.76 Open Market Sale CAM NA 9/14/2006 825 30.19 Open Market Sale CAM NA 9/15/2006 4782 30.46 Open Market Sale SaBAM 9/15/2006 100 30.50 Open Market Sale CAM NA 9/18/2006 1435 30.56 Open Market Sale CAM NA 9/19/2006 1213 28.71 Open Market Sale CAM NA 9/20/2006 30 29.28 Open Market Purchase CAM NA 9/20/2006 1155 28.95 Open Market Sale CAM NA 9/21/2006 1885 29.71 Open Market Sale SaBAM 9/21/2006 3 29.96 Open Market Sale CAM NA 9/22/2006 381 29.56 Open Market Sale SaBAM 9/26/2006 60 29.22 Open Market Sale (d) and (e): Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Other than as described elsewhere in this Schedule 13D, the Reporting Persons have no understandings, arrangements, relationships or contracts relating to the Common Stock which are required to be described hereunder. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS A) Joint Filing Agreement B) Letter from CAM NA dated September 28, 2006 to the Issuer. SIGNATURES 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 28, 2006 CAM North America, LLC By: /s/ Leonard Larrabee Leonard Larrabee, Secretary Smith Barney Fund Management LLC By: /s/ Michael Kocur Michael Kocur, Assistant Secretary Salomon Brothers Asset Management Inc By: /s/ Leonard Larrabee Leonard Larrabee, Secretary Exhibit A JOINT FILING UNDERTAKING This Joint Filing Agreement confirms the agreement by and among the undersigned parties that the Schedule 13D is being filed jointly on behalf of each of them with the Securities and Exchange Commission pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended. Date: September 28, 2006 CAM North America, LLC By: /s/ Leonard Larrabee Leonard Larrabee, Secretary Smith Barney Fund Management LLC By: /s/ Michael Kocur Michael Kocur, Assistant Secretary Salomon Brothers Asset Management Inc By: /s/ Leonard Larrabee Leonard Larrabee, Secretary Exhibit B LETTER September 28, 2006 Via Fax & Overnight Delivery September 28, 2006 David Kies, Chairman of the Board ImClone Systems Incorporated 180 Varick Street New York, NY 10014 Dear David, I am writing in relation to the form 13D filed on September 28, 2006 on behalf of Carl Icahn in which he announced his intent to solicit consent from stockholders of Imclone to remove certain directors of the board and to fill one of the vacancies with a nominee proposed by himself. I have also reviewed the filing dated September 20, 2006 on form 13D which contained a letter directed at you in which Mr. Icahn called for you to relinquish your position as Chairman of Imclone. In the letter, Mr. Icahn recounts a series of events that have occurred during your tenure that have had an adverse impact on the company and have hurt shareholders. I too have grown increasingly concerned with a number of developments at the company, most recently the loss of the Yeda patent and the emergence of a significant new competitor to your only marketed drug. I have been a long-term investor in Imclone having owned the stock since 1999. After reading the letter penned by Mr. Icahn, and using my best judgment, I find myself in agreement with his conclusions and so choose to support his actions. Sincerely, Richard A. Freeman -----END PRIVACY-ENHANCED MESSAGE-----