-----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, NfAwujqgpX4o2seL3ZvKSs+SndewLS4ij7ARen5VV27H1Vk+4/oX+0qHuMye8P3u 0g/rkOHI/hl52619wzsRFA== 0000893838-97-000113.txt : 19970710 0000893838-97-000113.hdr.sgml : 19970710 ACCESSION NUMBER: 0000893838-97-000113 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970709 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEDIMMUNE INC /DE CENTRAL INDEX KEY: 0000873591 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 521555759 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42057 FILM NUMBER: 97638378 BUSINESS ADDRESS: STREET 1: 35 W WATKINS MILL RD CITY: GAITHERSBURG STATE: MD ZIP: 20878 BUSINESS PHONE: 3014170770 MAIL ADDRESS: STREET 1: 35 W WATKINS MILL ROAD CITY: GAITHERSBURG STATE: MD ZIP: 20878 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HONER BERND DIETHELM CENTRAL INDEX KEY: 0000922846 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O SUMMIT ASSET MANAGEMENT CO INC STREET 2: 666 PLAINSBORO RD #445 CITY: PLAINSBORO STATE: NJ ZIP: 08536 MAIL ADDRESS: STREET 1: C/O SUMMIT ASSET MANAGEMENT CO INC STREET 2: 666 PLAINSBORO RD #445 CITY: PLAINSBORO STATE: NJ ZIP: 08536 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* MedImmune, Inc. ------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - ------------------------------------------------------------------------------- (Title of Class of Securities) 584699102 ------------------------------------------------------- (CUSIP Number) Bernd Diethelm Honer c/o Summit Asset Management Co., Inc. Suite 445 666 Plainsboro Rd. Plainsboro, NJ 08536 609-275-1890 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 7, 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 Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box |_| Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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. 584699102 Page 2 of 4 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bernd Diethelm Honer 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (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 CITIZENSHIP OR PLACE OF ORGANIZATION Federal Republic of Germany NUMBER OF 7 SOLE VOTING POWER SHARES 1,615,213 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -0- EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,615,213 PERSON 10 SHARED DISPOSITIVE POWER WITH -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,615,213 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.8% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. - ------------------------------------------------------------------------------- CUSIP NO. 584699102 SCHEDULE 13D Page 3 of 4 Pages - ------------------------------------------------------------------------------- This Amendment No. 1 amends the Schedule 13D filed by Bernd Diethelm Honer with the Securities and Exchange Commission on January 21, 1997 and relates to 265,660 shares of the Common Stock, par value $0.01 per share, of MedImmune, Inc. (the "Issuer") distributed by the Partnerships (as defined in Item 3) to Mr. Honer. Item 3. Source and Amount of Funds or Other Consideration. On June 16, 1997, as a result of owning certain limited partnership interests described below, the Reporting Person received aggregate distributions of 208,315 Shares from HealthCare Ventures I, L.P. and HealthCare Ventures II, L.P. (collectively with HealthCare Partners I, L.P. and HealthCare Partners II, L.P., the "Partnerships"). On July 7, 1997, the Reporting Person received aggregate distributions of 57,345 Shares from HealthCare Partners I, L.P. and HealthCare Partners II, L.P. Item 5. Interest in Securities of the Issuer. (a) As of the date hereof, Mr. Honer is the beneficial owner of 1,615,213 Shares, which represents approximately 6.8% of the outstanding Shares of the Issuer. This percentage has been calculated from information received from the Issuer's management. (b) Mr. Honer has sole power to vote or direct the vote and sole power to dispose or direct the disposition of all Shares beneficially owned by him. Mr. Honer does not share the power to vote or direct the disposition of any Shares beneficially owned by him. (c) Other than the transactions described in this Statement, The Reporting Person has not effected any other transactions in the Shares during the 60 days preceding July 7, 1997 or subsequently thereto. (d) None. (e) Not applicable. Item 7. Material to be filed as Exhibits. Exhibit A - Power of Attorney - ------------------------------------------------------------------------------- CUSIP NO. 584699102 SCHEDULE 13D Page 4 of 4 Pages - ------------------------------------------------------------------------------- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this Statement is true, complete and correct. Dated: July 9, 1997 BERND DIETHELM HONER By: /s/ Scott M. Ciccone Scott M. Ciccone, as duly authorized attorney-in-fact* - -------- * Power of attorney is filed as an exhibit to this Amendment No. 1 to Schedule 13D. EX-99 2 EXHIBIT A Exhibit A DURABLE GENERAL POWER OF ATTORNEY NEW YORK STATUTORY SHORT FORM THE POWERS YOU GRANT BELOW CONTINUE TO BE EFFECTIVE SHOULD YOU BECOME DISABLED OR INCOMPETENT Caution: This is an important document. It gives the person whom you designate (your "Agent") broad powers to handle your property during your lifetime, which may include powers to mortgage, sell, or otherwise dispose of any real or personal property without advance notice to you or approval by you. These powers will continue to exist even after you become disabled or incompetent. These powers are explained more fully in New York General Obligations Law, Article 5, Title 15, Sections 5-1502A through 5-1503, which expressly permit the use of any other or different form of power of attorney. This document does not authorize anyone to make medical or other health care decisions. You may execute a health care proxy to do this. If there is anything about this form that you do not understand, you should ask a lawyer to explain it to you. This is intended to constitute a DURABLE GENERAL POWER OF ATTORNEY pursuant to Article 5, Title 15 of the New York General Obligations Law: I, BERND DIETHELM HONER do hereby appoint: SCOTT M. CICCONE, 24 Church Road, Lawrenceville, NJ 08648 my attorney(s)-in-fact TO ACT IN MY NAME, PLACE AND STEAD in any way which I myself could do, if I were personally present, with respect to the following matters as each of them is defined in Title 15 of Article 5 of the New York General Obligations Law to the extent that I am permitted by law to act through an agent: (DIRECTIONS: Initial in the blank space to the left of your choice any one or more of the following lettered subdivisions as to which you WANT to give your agent authority. If the blank space to the left of any particular lettered subdivision is NOT initialed, NO AUTHORITY WILL BE GRANTED for matters that are included in that subdivision. Alternately, the letter corresponding to each power you wish to grant may be written or typed on the blank line in subdivision "(Q)", and you may then put your initials in the blank space to the left of subdivision "(Q)" in order to grant each of the powers so indicated.) [DH] (A) real estate transactions; [DH] (B) chattel and good transactions; [DH] (C) bond, share and commodity transactions; [DH] (D) banking transactions; [DH] (E) business operating transactions; [DH] (F) insurance transactions; [DH] (G) estate transactions; [DH] (H) claims and litigation; [DH] (I) personal relationships and affairs; [DH] (J) benefits from military service; [DH] (K) records, reports and statements; [DH] (L) retirement benefit transactions; [ ] (M) making gifts to my spouse, children and more remote descendants, and parents, not to exceed in the aggregate $10,000 to each of such persons in any year; [DH] (N) tax matters; [ ] (O) all other matters; [ ] (P) full and unqualified authority to my attorney(s)-in-fact to delegate any or all of the foregoing powers to any person or persons whom my attorney(s)-in-fact shall select'; [ ] (Q) each of the above matters identified by the following letters: - --------------------------------------------- This Durable Power of Attorney shall not be affected by my subsequent disability or incompetence. If every agent named above is unable or unwilling to serve, I appoint [left blank] to be my agent for all purposes hereunder. To induce any third party to act hereunder, I hereby agree that any third party receiving a duly executed copy or facsimile of this instrument may act hereunder, and that revocation or termination hereof shall be ineffective as to such third party unless and until actual notice or knowledge of such revocation or termination shall have been received by such third party, and I for myself and for my heirs, executors, legal representatives and assigns, hereby agree to indemnify and hold harmless any such third party from and against any and all claims that may arise against such third party by reason of such third party having relied on the provisions of this instrument. This Durable General Power of Attorney may be revoked by me at any time. IN WITNESS WHEREOF, I have hereunto signed my name this 2nd day of June, 1997 /s/ Bernd Diethelm Honer Bernd Diethelm Honer ACKNOWLEDGEMENTS STATE OF New Jersey COUNTY OF Mercer ss: On June 2, 1997, before me personally came BERND DIETHELM HONER to me known, and known to me to be the individual described in, and who executed the foregoing instrument, and he acknowledged to me that he executed the same. /s/ Irene S. March Irene S. March Notary Public of New Jersey My commision expires March 26, 1998 -----END PRIVACY-ENHANCED MESSAGE-----