Coley Pharmaceutical Group, Inc. - Written communication relating to an issuer or third party (SC TO-C)
November 16 2007 - 8:35AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE TO
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TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)
OR 13(e)(1) OF
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THE SECURITIES EXCHANGE ACT OF 1934
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Coley Pharmaceutical Group, Inc.
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(Name of Subject Company (Issuer))
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Corvette Acquisition Corp.
an indirect wholly owned subsidiary of Pfizer Inc.
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(Names of Filing Person (Offerors))
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Common Stock, $.01 par value per share
(Title of Class of Securities)
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19388P106
(CUSIP Number of Class of Securities)
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(Underlying Options to Purchase Common Shares)
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MARGARET M. FORAN, ESQ.
PFIZER INC.
235 EAST 42ND STREET
NEW YORK, NEW YORK, 10017
(212) 773-4902
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(Name, address, and telephone numbers of person authorized to receive
notices and communications on behalf of filing persons)
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Copies to:
Scott F. Smith, Esq.
Covington & Burling LLP
THE NEW YORK TIMES BUILDING
620 EIGHTH AVENUE
New York, New York, 10018
Telephone: (212) 841-1000
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CALCULATION OF FILING
FEE
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Transaction Valuation*
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Amount of Filing Fee*
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Not Applicable*
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Not Applicable*
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*
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A
filing fee is not required in connection with this filing as it relates
solely to preliminary communications made before the commencement
of a tender offer.
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o
Check
the box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid:
Not applicable
Form or Registration No.:
Not applicable
Filing Party:
Not applicable
Date Filed:
Not applicable
[X]
Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes
below to designate any transactions to which the statement relates:
[X]
third-party
tender offer subject to Rule 14d-1.
[
]
issuer tender offer subject to Rule 13e-4.
[
]
going-private
transaction subject to Rule 13e-3.
[ ]
amendment to Schedule 13D
under Rule 13d-2.
Check the following box
if the filing fee is a final amendment reporting the results of the tender
offer: [ ]
EXHIBIT INDEX
Exhibit No.
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Description
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99.1
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Joint Press Release issued by Pfizer Inc. and Coley Pharmaceutical
Group, Inc. dated November 16, 2007.
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