Centocor Inc. said Wednesday that it has filed for a 1.5 million-unit offering for a new company, Tocor II Inc., at a proposedprice of $40 per unit.

Each unit consists of one callable common share of Tocor II, oneseries T warrant to purchase one common share of Centocorand one callable warrant to purchase one common share ofCentocor.

Centocor has the option to acquire exclusive rights to productsdeveloped by Tocor II.

If the offering is completed, Centocor would receive netproceeds of $55 million. Underwriters PaineWebber Inc., TheFirst Boston Corp., Hambrecht & Quist Inc. and J.P. MorganSecurities Inc. have a 225,000-unit overallotment option, whichcould bring net proceeds to $63.4 million.

Centocor stock (NASDAQ:CNTO) closed unchanged Wednesday at$48.75

Tocor II will use the proceeds to engage Centocor in researchand development of small peptide molecules targeting fiveareas. Targets include tumor necrosis factor, which plays a rolein sepsis; the CD-4 receptor on T cells, which plays a role inautoimmune disease; and the GPIIb/IIIa receptor on bloodplatelets, which is involved in platelet aggregation. Centocoralready has monoclonal antibodies in clinical trials in theseareas.

The other two targets are the CD-18 receptor on neutrophils,which is involved in the migration of neutrophils across theendothelial wall in inflammation; and the GMP-140 receptor onendothelial cells, which also plays a role in inflammation.

The units will trade on NASDAQ under the symbol "TOCRZ"through Dec. 31, 1993. After that, the T warrants will tradeseparately. The T warrants will be exercisable from Jan. 1,1994 through Dec. 31, 1996. The price hasn't been set.

Malvern, Pa.-based Centocor may acquire the callable stock for$58 per share during 1993; for $76 during 1994; and for $107during 1995. If the purchase option is exercised, the callablewarrants will terminate. If Centocor doesn't acquire the stock,the callable warrants will be exercisable from Jan. 1, 1996,through Dec. 31, 1997.

In July, Centocor purchased the 2.9 million shares outstandingof Tocor Inc., which Centocor spun off in 1989 to developmonoclonal antibody-based products to treat rheumatoidarthritis, multiple sclerosis and systemic lupus erythematosus.

-- Karen Bernstein BioWorld Staff

(c) 1997 American Health Consultants. All rights reserved.