UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
ISIS PHARMACEUTICALS, INC.
(Name of Issuer)
Common Stock, $0.001 Par Value
(Title of Class of Securities)
4643300109
(CUSIP Number)
Wayne P. Merkelson, Esq.
Novartis Corporation
564 Morris Avenue
Summit, NJ 07901-1398
Telephone: (908) 522-6777
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications)
Copy to:
Spencer D. Klein, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Telephone: (212) 848-4000
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)
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CUSIP No. 4643300109
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Novartis AG
(2) Check the Appropriate Box if a Member of Group (See Instructions)
|_| (a)
|_| (b)
(3) SEC Use Only
(4) Citizenship or Place of Organization Switzerland
Number of (5) Sole Voting Power 0
----------------------------------
Shares
----------------------------------------------------
Beneficially (6) Shared Voting Power 2,354,150
---------------------------------
Owned by
----------------------------------------------------
Each (7) Sole Dispositive Power 0
---------------------------
Reporting
----------------------------------------------------
Person (8) Shared Dispositive Power 2,354,150
----------------------------------------------------
With
- ------- -------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person 2,354,150
----------
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
(11) Percent of Class Represented by Amount in Row (9)
8.75%
(12) Type of Reporting Person (See Instructions) CO
CUSIP No. 4643300109
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Novartis Pharma AG
(2) Check the Appropriate Box if a Member of Group (See Instructions)
|_| (a)
|_| (b)
(3) SEC Use Only
(4) Citizenship or Place of Organization Switzerland
Number of (5) Sole Voting Power 0
----------------------------------
Shares
----------------------------------------------------
Beneficially (6) Shared Voting Power 2,219,000
---------------------------------
Owned by
----------------------------------------------------
Each (7) Sole Dispositive Power 0
------------------------------
Reporting
----------------------------------------------------
Person (8) Shared Dispositive Power 2,219,000
-------------------------------------
With
- ------- -------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person 2,219,000
----------
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
(11) Percent of Class Represented by Amount in Row (9)
8.25%
(12) Type of Reporting Person (See Instructions) CO
CUSIP No. 4643300109
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Novartis Pharmaceuticals Corporation
(2) Check the Appropriate Box if a Member of Group (See Instructions)
|_| (a)
|_| (b)
(3) SEC Use Only
(4) Citizenship or Place of Organization Delaware
Number of (5) Sole Voting Power 0
----------------------------------
Shares
----------------------------------------------------
Beneficially (6) Shared Voting Power 38,053
---------------------------------
Owned by
----------------------------------------------------
Each (7) Sole Dispositive Power 0
------------------------------
Reporting
----------------------------------------------------
Person (8) Shared Dispositive Power 38,053
-------------------------------------
With
- ------- -------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person 38,053
----------
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
(11) Percent of Class Represented by Amount in Row (9)
0.14%
(12) Type of Reporting Person (See Instructions) CO
CUSIP No. 4643300109
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Genetic Therapy, Inc.
(2) Check the Appropriate Box if a Member of Group (See Instructions)
|_| (a)
|_| (b)
(3) SEC Use Only
(4) Citizenship or Place of Organization Delaware
Number of (5) Sole Voting Power 0
----------------------------------
Shares
----------------------------------------------------
Beneficially (6) Shared Voting Power 97,097
---------------------------------
Owned by
----------------------------------------------------
Each (7) Sole Dispositive Power 0
------------------------------
Reporting
----------------------------------------------------
Person (8) Shared Dispositive Power 97,097
-------------------------------------
With
- ------- -------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person 97,097
----------
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
(11) Percent of Class Represented by Amount in Row (9)
0.36%
(12) Type of Reporting Person (See Instructions) CO
Item 1. Issuer
(a) Isis Pharmaceuticals, Inc.
(b) 2292 Faraday Avenue
Carlsbad, California 92008
Item 2. Persons Filing
(a) Name of Person Filing: Novartis AG ("Novartis"), Novartis
Pharma AG, Novartis Pharmaceuticals Corporation and Genetic
Therapy, Inc.
(b) Address of Principal Offices:
(i) The principal offices of Novartis are located at
Schwarzwaldallee 215, CH-4002, Basel, Switzerland.
(ii) The principal offices of Novartis Pharma AG are
located at Lichtstrasse 35, CH-4002, Basel,
Switzerland.
(iii) The principal offices of Novartis Pharmaceuticals
Corporation are located at 59 Route 10, East Hanover,
New Jersey 07936.
(iv) The principal offices of Genetic Therapy, Inc. are
located at 938 Clopper Road, Gaithersburg, Maryland 20878.
(c) Citizenship: Novartis and Novartis Pharma AG are Swiss
corporations. Novartis Pharmaceuticals Corporation and
Genetic Therapy, Inc. are Delaware corporations.
(d) Title of Class of Securities: Common Stock, $0.001 par value.
(e) CUSIP Number: 464300109
Item 3. This statement is filed pursuant to ss.240.13d-1(c).
Item 4. Ownership
(a) Novartis Pharma AG owns 2,219,000 shares of Common
Stock, Novartis Pharmaceuticals Corporation owns
38,053 shares of Common Stock and Genetic Therapy,
Inc. owns 97,097 shares of Common Stock. By virtue
of the shares held by Novartis Pharma AG, Novartis
Pharmaceuticals Corporation and Genetic Therapy,
Inc., Novartis, as the ultimate parent entity,
beneficially owns 2,354,150 shares of Common Stock.
(b) Together the shares of Common Stock held by Novartis
Pharma AG, Novartis Pharmaceuticals Corporation and
Genetic Therapy, Inc. constitute approximately 8.75%
of the outstanding Common Stock of the Issuer.
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. Certification if Statement Filed Pursuant to Rule 13d-1(c)
(a) Not applicable.
(b) 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: February 13, 1999
NOVARTIS AG
By: /s/ Dr. Urs Baerlocher
Name: Dr. Urs Baerlocher
Title: General Counsel
By: /s/ Martin Henrich
Name: Martin Henrich
Title: Associate General Counsel
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 10, 1999
NOVARTIS PHARMA AG
By: /s/ Joseph Mamie
Name: Joseph Mamie
Title: Pharma Finance, Financial Investment
By: /s/ Olivier Bassi
Name: Olivier Bassi
Title: Senior Legal Counsel
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 11, 1999
NOVARTIS PHARMACEUTICALS
CORPORATION
By: /s/ Kenneth P. Schuster
Name: Kenneth P. Schuster
Title: Vice President and Controller
By: /s/ Urs A. Naegelin
Name: Urs A. Naegelin
Title: Senior Vice President and CFO
Finance and Administration
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 10, 1999
GENETIC THERAPY, INC.
By: /s/ James T. DePalma
Name: James T. DePalma
Title: Vice President and Chief Financial
Officer
Finance and Information Technology