-----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, QFOMFM8h+MXzfraAyaS5/Fn8epS72XavKmTQY8O9nUiaR+HhHLbJdAVhNyKF3uqv LS/1W3gva+hXrl/YSxjc9A== 0000912057-97-029756.txt : 19970912 0000912057-97-029756.hdr.sgml : 19970912 ACCESSION NUMBER: 0000912057-97-029756 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970903 SROS: NONE GROUP MEMBERS: BAY CITY CAPITAL FUND I, L.P. GROUP MEMBERS: BAY CITY CAPITAL LLC GROUP MEMBERS: BAY CITY CAPITAL MANAGEMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEORX CORP CENTRAL INDEX KEY: 0000755806 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 911261311 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-40119 FILM NUMBER: 97674454 BUSINESS ADDRESS: STREET 1: 410 W HARRISON ST CITY: SEATTLE STATE: WA ZIP: 98119 BUSINESS PHONE: 206-286-25 MAIL ADDRESS: STREET 1: 410 W. HARRISON STREET 2: 410 W. HARRISON CITY: SEATTLE STATE: WA ZIP: 98119 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BAY CITY CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001045170 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 943272853 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 750 BATTERY STREET SUITE 600 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4156763830 MAIL ADDRESS: STREET 1: 750 BATTERY STREET SUITE 600 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13D 1 SCHEDULE 13D ______________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________ SCHEDULE 13D Under the Securities Exchange Act of 1934 NeoRx Corporation ----------------- (Name of Issuer) COMMON STOCK, par value $0.02 ------------------------------ (Title of Class of Securities) 640520300 --------------- CUSIP Number BAY CITY CAPITAL MANAGEMENT LLC 750 Battery Street, Suite 600 San Francisco, California 94111 (415) 837-0996 with a copy to: Brett R. Dick, Esq. Heller Ehrman White & McAuliffe 333 Bush Street San Francisco, California 94104 (415) 772-6394 ------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) August 21, 1997 --------------------- (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 which is the subject of this statement, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following: / / (Page 1 of 9 pages) CUSIP NO. 640520300 13D 1) Name of Reporting Persons: Bay City Capital Fund I, L.P. _________________________________________________________________ 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) / / ________________________________________ (b) / XX / ________________________________________ _________________________________________________________________ 3) SEC Use Only ___________________________________ _________________________________________________________________ 4) Source of Funds (See Instructions): WC _________________________________________________________________ 5) / / Check if Disclosure of Legal proceedings is Required Pursuant to Items 2(d) or 2(e) _________________________________________________________________ 6) Citizenship or Place of Organization: Delaware _________________________________________________________________ Number 7) Sole Voting Power: -0- of ___________________________________________ Shares Beneficially 8) Shared Voting Power: 1,010,000 Owned ___________________________________________ by Each 9) Sole Dispositive Power: -0- Reporting ___________________________________________ Person With 10) Shared Dispositive Power: 1,010,000 _________________________________________________________________ 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,010,000 _________________________________________________________________ 12) / / Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) _________________________________________________________________ 13) Percent of Class Represented by amount in Row (11): 5.83% _________________________________________________________________ 14) Type of Reporting Person (See Instructions): PN _________________________________________________________________ (Page 2 of 9 pages) CUSIP NO. 640520300 13D 1) Name of Reporting Persons: Bay City Capital Management LLC _________________________________________________________________ 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) / / ________________________________________ (b) / XX / ________________________________________ _________________________________________________________________ 3) SEC Use Only ___________________________________ _________________________________________________________________ 4) Source of Funds (See Instructions): OO _________________________________________________________________ 5) / / Check if Disclosure of Legal proceedings is Required Pursuant to Items 2(d) or 2(e) _________________________________________________________________ 6) Citizenship or Place of Organization: Delaware _________________________________________________________________ Number 7) Sole Voting Power: -0- of ___________________________________________ Shares Beneficially 8) Shared Voting Power: 1,010,000 Owned ___________________________________________ by Each 9) Sole Dispositive Power: -0- Reporting ___________________________________________ Person With 10) Shared Dispositive Power: 1,010,000 _________________________________________________________________ 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,010,000 _________________________________________________________________ 12) / / Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) _________________________________________________________________ 13) Percent of Class Represented by amount in Row (11): 5.83% _________________________________________________________________ 14) Type of Reporting Person (See Instructions): OO _________________________________________________________________ (Page 3 of 9 pages) CUSIP NO. 640520300 13D 1) Name of Reporting Persons: Bay City Capital LLC _________________________________________________________________ 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) / / ________________________________________ (b) / XX / ________________________________________ _________________________________________________________________ 3) SEC Use Only ___________________________________ _________________________________________________________________ 4) Source of Funds (See Instructions): OO _________________________________________________________________ 5) / / Check if Disclosure of Legal proceedings is Required Pursuant to Items 2(d) or 2(e) _________________________________________________________________ 6) Citizenship or Place of Organization: Delaware _________________________________________________________________ Number 7) Sole Voting Power: -0- of ___________________________________________ Shares Beneficially 8) Shared Voting Power: 1,010,000 Owned ___________________________________________ by Each 9) Sole Dispositive Power: -0- Reporting ___________________________________________ Person With 10) Shared Dispositive Power: 1,010,000 _________________________________________________________________ 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,010,000 _________________________________________________________________ 12) / / Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) _________________________________________________________________ 13) Percent of Class Represented by amount in Row (11): 5.83% _________________________________________________________________ 14) Type of Reporting Person (See Instructions): OO __________________________________________________________________ (Page 4 of 9 pages) CUSIP NO. 640520300 13D ITEM 1. SECURITY AND ISSUER. The class of equity securities to which this Statement relates is the class of common stock, $0.02 par value (the "Common Stock"), of NeoRx Corporation (the "Issuer"), a corporation incorporated under the laws of Washington, the principal executive offices of which are located at 410 W. Harrison Street, Seattle, Washington 98119. ITEM 2. IDENTITY AND BACKGROUND. This Statement is filed on behalf of Bay City Capital Fund I, L.P., a Delaware limited partnership (the "Fund"), Bay City Capital Management LLC, a Delaware limited liability company ("Management"), and Bay City Capital LLC, a Delaware limited liability company ("Bay City LLC"), which serves as investment advisor to Management pursuant to an advisory agreement. The Fund, Management and Bay City LLC are each referred to herein as a "Reporting Person" and are collectively referred to herein as the "Reporting Persons." a. THE FUND The principal executive offices of the Fund are located at 750 Battery Street, Suite 600, San Francisco, CA 94111. The Fund is a Delaware limited partnership the principal business of which is making investments in a variety of special situations, including without limitation, recapitalizations and bio- technology companies. b. MANAGEMENT The principal executive offices of Management are located at 750 Battery Street, Suite 600, San Francisco, CA 94111. Management is a Delaware limited liability company the principal business of which is serving as the general partner of the Fund. The members of Management are two limited liability companies, The Craves Group LLC, a Delaware limited liability company, and BCC Amalgamated, LLC, a Delaware limited liability company. Each member has a 50% membership interest in Management. The names, business addresses, present principal occupations and citizenships of the managing directors and managers of Management are set forth on Appendix 1 hereto. c. BAY CITY LLC. The principal executive offices of Bay City LLC are located at 750 Battery Street, Suite 600, San Francisco, CA 94111. The principal business of Bay City LLC is to provide consulting and other investment banking services to life science companies. Bay City LLC is a Delaware limited liability company. The members of Bay City LLC are two limited liability companies, The Craves Group LLC, a Delaware limited liability company, and BCC Amalgamated, LLC, a Delaware limited liability company. Each member has a 50% membership interest in Bay City LLC. The names, business addresses, present principal occupations and citizenships of the managing directors and managers of Bay City LLC are set forth on Appendix 2 hereto. (Page 5 of 9 pages) CUSIP NO. 640520300 13D During the last five years none of the Reporting Persons, nor any of the managers or managing directors of any of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor has any of such persons been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person 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. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. In August 1997, the Fund acquired an aggregate 1,010,000 shares of Common Stock of the Issuer (the "Shares") on Nasdaq as set forth in the following table: - ------------------------------------------------------------------- - ------------------------------------------------------------------- Purchase Date Purchase Price Number of Purchase Price per Share Shares - ------------------------------------------------------------------- 8/13/97 $4.8438 200,000 $968,760 - ------------------------------------------------------------------- 8/15/97 $4.9271 30,000 $147,813 - ------------------------------------------------------------------- 8/18/97 $4.9375 170,000 $839,375 - ------------------------------------------------------------------- 8/20/97 $5.0625 115,000 $582,188 - ------------------------------------------------------------------- 8/21/97 $5.0625 495,000 $2,505,938 - ------------------------------------------------------------------- Total 1,010,000 $5,044,074 - ------------------------------------------------------------------- - ------------------------------------------------------------------- The funds used by the Fund to pay the purchase price were capital contributions made by its partners pursuant to pre-existing capital commitments. The purchase price was paid in cash. ITEM 4. PURPOSE OF TRANSACTION. The Reporting Persons have acquired and currently hold the Shares for investment purposes. Depending on market and other conditions, all and/or any of the Reporting Persons may continue to hold the Shares, acquire additional shares of Common Stock, or dispose of all or a portion of the Shares they now own or Common Stock they may hereafter acquire. Except as set forth herein, the Reporting Persons have no plans or proposals which relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D; it is noted, however, that Mr. Frederick B. Craves, the Chairman and one of the managers of Bay City LLC and Management, is the Chairman of the Board of Directors of the Issuer. Item 5. INTEREST IN SECURITIES OF THE ISSUER. (a) and (b) The aggregate number of shares and percentage of Common Stock of the Issuer (based upon the number of shares of Common Stock shown to be outstanding in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997) beneficially owned by each person named in Item 2 is set forth in the following table: (Page 6 of 9 pages) CUSIP NO. 640520300 13D
- -------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------- No. of Shares Beneficially Percentage Power to Vote Power to Dispose Person Owned of Class Sole Shared Sole Shared - -------------------------------------------------------------------------------------------------------- The Fund 1,010,000 5.83% 0 1,010,000 0 1,010,000 - -------------------------------------------------------------------------------------------------------- Management 1,010,000 5.83% 0 1,010,000 0 1,010,000 - -------------------------------------------------------------------------------------------------------- Bay City LLC 1,010,000 5.83% 0 1,010,000 0 1,010,000 - -------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------
Each of The Fund, Management and Bay City LLC share power to vote and to dispose of the 1,010,000 Shares beneficially owned by them with each other. The Reporting Persons have been advised that: (a) trusts primarily for the benefit of the lineal descendants of Nicholas J. Pritzker, deceased (the "RA Trusts") own indirect interests in each of the Fund, Management and Bay City LLC; (b) as of August 29, 1997, other trusts primarily for the benefit of the lineal descendants of Nicholas J. Pritzker, deceased (the "Oregon Trusts") also owned 185,000 shares of Common Stock of the Issuer; (c) different individuals serve as trustees of the RA Trusts and the Oregon Trusts and there is no overlap in trusteeships; (d) the RA Trusts have no express or implied agreement with the Oregon Trusts to act together for the purpose of acquiring, holding, voting or disposing of the Common Stock or any other equity securities of the Issuer; and (e) the RA Trusts expressly disclaim (i) the existence of any group with the Oregon Trusts and (ii) beneficial ownership of the shares of Common Stock currently or hereafter owned by the Oregon Trusts. The Reporting Persons have been advised that: (a) Gerald L. Cohn, a manager of each of Management and Bay City LLC, is also the indirect owner of interests in each of the Fund, Management and Bay City LLC; (b) Mr. Cohn serves as one of six directors of the Hannah S. and Samuel A. Cohn Memorial Foundation, a charitable foundation (the "Foundation"); (c) as of August 29, 1997, the Foundation owned 51,000 shares of Common Stock of the Issuer; (d) Mr. Cohn has no express or implied agreement with the Foundation to act together for the purpose of acquiring, holding, voting or disposing of the Common Stock or any other equity securities of the Issuer; and (e) Mr. Cohn expressly disclaims (i) the existence of any group with the Foundation and (ii) beneficial ownership of the shares of Common Stock currently or hereafter owned by the Foundation. In addition, the Reporting Persons note that: (a) Frederick B. Craves, the Chairman and one of the managers of Management and the Managing Director of Bay City LLC, is also the Chairman of the Board of Directors of the Issuer; (b) Mr. Craves, individually, currently holds options to acquire 210,000 shares of Common Stock of the Issuer and may, in the future, individually acquire additional options and/or shares of Common Stock; (c) except for those capacities noted in (a) above, Mr. Craves has no express or implied agreement with any of the Reporting Persons to act together for the purpose of acquiring, holding, voting or disposing of the Common Stock or any other equity securities of the Issuer; and (d) except for those capacities noted in (a) above, they expressly disclaim (i) the existence of any group with Mr. Craves and (ii) beneficial ownership of the Issuer's equity securities currently or hereafter owned by Mr. Craves. (c) To the best knowledge of the Reporting Persons, no person described in paragraph (a) of this Item 5 has effected any transaction in the Common Stock of the Issuer during the past 60 days other than as described in Item 3 and 4 above. (d) To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Stock of the Issuer held by the Reporting Persons. (e) Not applicable. (Page 7 of 9 pages) CUSIP NO. 640520300 13D Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Except as set forth in this Schedule 13D, none of the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any of the managing directors or managers (if applicable) of the Reporting Persons, has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to transfer or voting of any securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, guarantees of profits or the giving or withholding of proxies. Item 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 7 (1). Agreement with respect to Schedule 13D. (Page 8 of 9 pages) CUSIP NO. 640520300 13D SIGNATURE After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. BAY CITY CAPITAL FUND I, L.P., a Delaware limited partnership By: BAY CITY CAPITAL MANAGEMENT LLC, its general partner By:_______________________________ Title:____________________________ Dated: September 2, 1997 (Page 9 of 9 pages) CUSIP NO. 640520300 13D LIST OF EXHIBITS Exhibit No Description Page - ---------- ----------- ---- 7(1) Agreement with respect to Schedule 13D. CUSIP NO. 640520300 13D APPENDIX 1 BAY CITY CAPITAL MANAGEMENT LLC MANAGERS AND EXECUTIVE OFFICERS
PRESENT PRINCIPAL NAME AND BUSINESS ADDRESS(1) TITLE OCCUPATION OR EMPLOYMENT - --------------------------- ----- ------------------------ Frederick B. Craves Manager Chairman, Manager and Managing Bay City Capital Management LLC Director of Bay City LLC and 750 Battery St., Suite 600 Manager of Bay City Capital San Francisco, CA 94111 Management LLC John D. Diekman Manager Chairman of Affymetrix Bay City Capital Management LLC 750 Battery St., Suite 600 San Francisco, CA 94111 Roger H. Salquist Manager Manager and Managing Director Bay City Capital Management LLC of Bay City LLC and Manager of 750 Battery St., Suite 600 Bay City Capital Management LLC San Francisco, CA 94111 Thomas J. Pritzker Manager President of Hyatt 200 West Madison Street Corporation, a 38th Floor diversified company Chicago, IL 60606 primarily engaged in real estate and hotel management activities. Jay A. Pritzker Manager Chairman of the Board 200 West Madison Street of Hyatt Corporation, 38th Floor a diversified company Chicago, IL 60606 primarily engaged in real estates and hotel management activities. Gerald L. Cohn Manager Investor 19355 Turnberry Way, Apt. TH-3 North Miami, FL 33180
- ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ (1) Each of Messrs. Craves, Diekman, Salquist, Thomas J. Pritzker, Jay A. Pritzker and Gerald L. Cohn are United States citizens. CUSIP NO. 640520300 13D APPENDIX 2 BAY CITY CAPITAL LLC MANAGERS AND EXECUTIVE OFFICERS
PRESENT PRINCIPAL NAME AND BUSINESS ADDRESS(1) TITLE OCCUPATION OR EMPLOYMENT - --------------------------- ----- ------------------------ Frederick B. Craves Chairman, Manager Chairman, Manager and Managing Bay City Capital Management LLC Director of Bay City LLC and 750 Battery St., Suite 600 Manager of Bay City Capital San Francisco, CA 94111 Management LLC John D. Diekman Manager and Managing Director Chairman of Affymetrix Bay City Capital Management LLC 750 Battery St., Suite 600 San Francisco, CA 94111 Roger H. Salquist Manager and Managing Director Manager and Managing Director Bay City Capital Management LLC of Bay City LLC and Manager of 750 Battery St., Suite 600 Bay City Capital Management LLC San Francisco, CA 94111 Thomas J. Pritzker Manager President of Hyatt 200 West Madison Street Corporation, a 38th Floor diversified company Chicago, IL 60606 primarily engaged in real estate and hotel management activities. Jay A. Pritzker Manager Chairman of the Board 200 West Madison Street of Hyatt Corporation, 38th Floor a diversified company Chicago, IL 60606 primarily engaged in real estates and hotel management activities. Gerald L. Cohn Manager Investor 19355 Turnberry Way, Apt. TH-3 North Miami, FL 33180
- ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ (1) Each of Messrs. Craves, Diekman, Salquist, Thomas J. Pritzker, Jay A. Pritzker and Gerald L. Cohn are United States citizens. EX-7.1 2 AGREEMENT WITH RESPECT TO SCHEDULE 13D CUSIP NO. 640520300 13D EXHIBIT 7(1) AGREEMENT WITH RESPECT TO SCHEDULE 13D The undersigned hereby agree that any Statement on Schedule 13D to be filed with the Securities and Exchange Commission by any of the undersigned, including any amendment thereto, with respect to securities of NeoRx Corporation, a Washington corporation, may be filed by Bay City Capital Management LLC on behalf of each of the undersigned. IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed in counterparts by their duty authorized signatories as of the 2nd day of September 1997. BAY CITY CAPITAL LLC By: ------------------------------------------------ Title: --------------------------------------------- BAY CITY CAPITAL MANAGEMENT LLC By: ------------------------------------------------ Title: --------------------------------------------- BAY CITY CAPITAL FUND I, L.P., by Bay City Capital Management LLC, its general partner By: ------------------------------------------------ Title: --------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----