-----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, GeQVmeNGtYD9kStY/7nFnZIGWnGWLh3ZNPW4id0iE2wbxqOGDs5R/jtYNTNFMKZy YlpFu876Th6D+J2wLrQGog== 0001047469-98-044312.txt : 19981218 0001047469-98-044312.hdr.sgml : 19981218 ACCESSION NUMBER: 0001047469-98-044312 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981217 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LA JOLLA PHARMACEUTICAL CO CENTRAL INDEX KEY: 0000920465 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 330361285 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-44849 FILM NUMBER: 98771151 BUSINESS ADDRESS: STREET 1: 6455 NANCY RIDGE DR CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6194526600 MAIL ADDRESS: STREET 1: 6455 NANCY RIDGE DR CITY: SAN DIEGO STATE: CA ZIP: 92121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ABBOTT LABORATORIES CENTRAL INDEX KEY: 0000001800 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 360698440 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 100 ABBOTT PARK ROAD STREET 2: D-322 AP6D CITY: ABBOTT PARK STATE: IL ZIP: 60064-3500 BUSINESS PHONE: (708)-937-6100 SC 13D/A 1 SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* --- La Jolla Pharmaceutical Company -------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share -------------------------------------------------------- (Title of Class of Securities) 503 459 10 9 -------------------------------------------------------- (CUSIP Number) Jose M. de Lasa, Abbott Laboratories, AP6D D-364, 100 Abbott Park Road; Abbott Park, Illinois 60064-3500; phone (847) 937-8905 -------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 22, 1998 -------------------------------------------------------- (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). (Continued on following page(s)) Page 1 of 6 Pages --- CUSIP No. 503459109 13D Page 2 of 6 Pages --------- --- --- - ------------------------------------------------------------------------------- (1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons (entities only) Abbott Laboratories IRS Identification Number: 36-0698440 - ------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member (a) / / of a Group* (b) /X/ - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Source of Funds* WC - ------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) - ------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Illinois - ------------------------------------------------------------------------------- Number of Shares (7) Sole Voting Beneficially Owned Power 3,369,604 by Each Reporting -------------------------------------------------- Person With (8) Shared Voting Power -------------------------------------------------- (9) Sole Dispositive Power 3,369,604 -------------------------------------------------- (10) Shared Dispositive Power - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 3,369,604 - ------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* (See instructions) - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 16.78% - ------------------------------------------------------------------------------- (14) Type of Reporting Person* CO - ------------------------------------------------------------------------------- The following information amends and supplements the Schedule 13D filed on January 2, 1997 (the "Schedule 13D") and the First Amendment to the Schedule 13D filed September 26, 1997 (the "First Amendment"). ITEM 1. SECURITY AND ISSUER This statement relates to the common stock, par value $.01 per share (the "Common Stock"), of La Jolla Pharmaceutical Company, a Delaware corporation (the "Issuer"), whose principal executive offices are located at 6455 Nancy Ridge Drive, San Diego, California 92121. ITEM 2. IDENTITY AND BACKGROUND (a) - (c), and (f) The person filing this statement is Abbott Laboratories ("Abbott"), an Illinois corporation. Abbott's principal business is the discovery, development, manufacture, and sale of a broad and diversified line of health care products and services. Abbott's principal office is located at 100 Abbott Park Road, Abbott Park, Illinois 60064-3500. The names, citizenship, business addresses, present principal occupation or employment and the name, and the principal business and address of any corporation or other organization in which such employment is conducted of the directors and executive officers of Abbott are as set forth in Exhibit 1 hereto and incorporated herein by this reference. (d) and (e) Neither Abbott, nor to the best of its knowledge, any person listed on Exhibit 1 has during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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 The consideration used by Abbott for the acquisition reported in this Second Amendment to Schedule 13D came from the working capital of Abbott. The aggregate purchase price for the 1,538,402 shares of Common Stock acquired by Abbott since the date on which the First Amendment was filed, as described in Item 4, was four million dollars ($4,000,000). The aggregate purchase price for the 3,369,604 shares of Common stock owned by Abbott is twelve million dollars ($12,000,000) all of which came from the working capital of Abbott. -3- K. Frank Austen, M.D., a director of Abbott, has advised Abbott that he is the beneficial owner of 2,500 shares of Common Stock, that he holds options to purchase an additional 36,300 shares of Common Stock (of which, options covering 11,800 shares of Common Stock are currently exercisable) and that he used his personal assets to acquire his shares of Common Stock. Dr. Austen acquired these securities independently of Abbott's acquisitions. ITEM 4. PURPOSE OF THE ACQUISITION On October 22, 1998, as the result of the exercise by the Issuer of its Additional Investment Right (described below), Abbott purchased 1,538,402 shares (the "Shares") of Common Stock. Abbott acquired the Shares as an investment and is bound by the terms and conditions of the Agreement between Abbott Laboratories and La Jolla Pharmaceutical Company dated December 23, 1996 (the "Agreement") (a copy of which is attached to the Schedule 13D as Exhibit 2). Dr. Austen has advised Abbott that he acquired his shares of Common Stock as an investment. (a) Under Section 2(b) of the Agreement, the Issuer had the right (the "Additional Investment Right") to require Abbott to purchase additional shares of the Issuer's Common Stock. The Additional Investment Right is described in greater detail in Item 6 of the Schedule 13D. (b) - (j) At present, Abbott does not have (and has been advised by Dr. Austen that he does not have) any plans or proposals which would relate to or result in transactions of the kind described in paragraphs (b) through (j) of Item 4 of schedule 13D of the Securities and Exchange Commission. They do, however, reserve the right to adopt such plans or proposals subject to compliance with applicable regulatory requirements and, with respect to Abbott, its obligations under the Agreement. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Abbott is the beneficial owner of 3,369,604 shares of the Common Stock representing approximately sixteen and 78/100 percent (16.78%) of the outstanding shares of the Common Stock. Dr. Austen is the beneficial owner of the shares of Common Stock and options described in Item 3. His shares represent less than one percent of the outstanding shares of the Common Stock. The calculation of the foregoing percentages is based on the number of shares of Common Stock shown as being outstanding on the Form 10-Q Quarterly Report filed by the Issuer with the Securities and Exchange Commission for the quarter ended September 30, 1998. -4- (b) Abbott has sole power to vote or to direct the vote and the sole power to dispose or to direct the disposition of its 3,369,604 shares of Common Stock. Section 5(b) of the Agreement does, however, limit the ability of Abbott to sell or transfer any Shares except as allowed by the Agreement. K. Frank Austen, M.D., a director of Abbott Laboratories, has advised Abbott that he is the beneficial owner of 2,500 shares of Common Stock and holds options to purchase an additional 36,300 shares of Common Stock (of which, options covering 11,800 shares of Common Stock are currently exercisable) and that he has sole power to vote or to direct the vote and the sole power to dispose or to direct the disposition of his shares of Common Stock. (c) Except as described herein, there have been no transactions by Abbott or the persons whose names are listed on Exhibit 1 in securities of the Issuer during the past sixty days. (d) No one other than Abbott is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from a sale of the Shares. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER There are no contracts, arrangements, understandings or relationships among the persons named in Item 2 or between either of those persons and any other person with respect to securities of the Issuer, except as referred to or described herein or in the Schedule 13D. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1 - Information Concerning Executive Officers and Directors of Abbott Laboratories. ******************************* 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. Abbott Laboratories DATED: December 16, 1998 By: /s/ Thomas C. Freyman -------------------------------------- Thomas C. Freyman, Vice President and Treasurer -5- EXHIBIT INDEX
SEQUENTIAL PAGE EXHIBIT NUMBER DESCRIPTION NUMBER - -------------- ----------- --------------- 1 Information Concerning Executive Officers and Directors of Abbott Laboratories.
-6- EX-1 2 EXHIBIT 1 Exhibit 1 Information Concerning Executive Officers and Directors of Abbott Laboratories _______________________________ The current corporate officers and directors of Abbott Laboratories are listed below. The address of Abbott Laboratories is: Abbott Laboratories, 100 Abbott Park Road, Abbott Park, Illinois 60064-3500. Abbott Laboratories does not consider all of its corporate officers to be executive officers as defined by the Securities Exchange Act of 1934 or Releases thereunder. Unless otherwise indicated, all positions set forth below opposite an individual's name refer to positions within Abbott Laboratories, and the business address listed for each individual not principally employed by Abbott Laboratories is also the address of the corporation or other organization which principally employs that individual.
NAME POSITION / PRESENT PRINCIPAL CITIZENSHIP OCCUPATION OR EMPLOYMENT AND BUSINESS ADDRESS Corporate Officers - ------------------ Duane L. Burnham(1) Chairman of the Board and Chief U. S. A. Executive Officer Thomas R. Hodgson(1) President and Chief Operating U. S. A. Officer Miles D. White(1) Executive Vice President U. S. A. Robert L. Parkinson, Jr.(1) Executive Vice President U. S. A. Joy Amundson(1) Senior Vice President, Ross Products U. S. A. Thomas D. Brown(1) Senior Vice President, Diagnostic U. S. A. Operations Gary P. Coughlan(1) Senior Vice President, Finance & U. S. A. Chief Financial Officer Jose M. de Lasa(1) Senior Vice President, Secretary & U. S. A. General Counsel William G. Dempsey(1) Senior Vice President, Chemical & U. S. A. Agricultural Products Richard A. Gonzalez(1) Senior Vice President, Hospital U. S. A. Products Arthur J. Higgins(1) Senior Vice President, United Pharmaceutical Operations Kingdom Ellen M. Walvoord(1) Senior Vice President, Human U. S. A. Resources Josef Wendler(1) Senior Vice President, International Germany Operations
-7- Exhibit 1 Information Concerning Executive Officers and Directors of Abbott Laboratories _______________________________
NAME POSITION / PRESENT PRINCIPAL CITIZENSHIP OCCUPATION OR EMPLOYMENT AND BUSINESS ADDRESS Corporate Officers - ------------------ - continued Catherine V. Babington(1) Vice President, Investor Relations U. S. A. and Public Affairs Patrick J. Balthrop Vice President, Diagnostic U. S. A. Commercial Operations Mark E. Barmak Vice President, Litigation and U. S. A. Government Affairs Christopher B. Begley(1) Vice President, Abbott HealthSystems U. S. A. Douglas C. Bryant Vice President, Diagnostic U. S. A. Operations, Asia and Pacific Gary R. Byers(1) Vice President, Internal Audit U. S. A. Thomas R. Chen Vice President, Pacific, Asia and U. S. A. Africa Operations Kenneth W. Farmer(1) Vice President, Management U. S. A. Information Services & Administration Edward J. Fiorentino Vice President, Pharmaceutical U. S. A. Products, Marketing and Sales Thomas C. Freyman(1) Vice President and Treasurer U. S. A. David B. Goffredo Vice President, European Operations U. S. A. Guillermo A. Herrera Vice President, Latin America and Colombia Canada Operations Jay B. Johnston Vice President, Diagnostic Assays U. S. A. and Systems James J. Koziarz Vice President, Diagnostic Products U. S. A. Research and Development John F. Lussen(1) Vice President, Taxes U. S. A.
-8- Exhibit 1 Information Concerning Executive Officers and Directors of Abbott Laboratories _______________________________
NAME POSITION / PRESENT PRINCIPAL CITIZENSHIP OCCUPATION OR EMPLOYMENT AND BUSINESS ADDRESS Corporate Officers - ------------------ - continued Edward L. Michael Vice President, Diagnostic U. S. A. Operations, Europe, Africa and Middle East Theodore A. Olson(1) Vice President and Controller U. S. A. Andre G. Pernet Vice President, Pharmaceutical U. S. A. Products Research and Development William H. Stadtlander Vice President, Ross Medical U. S. A. Nutritional Products Marcia A. Thomas Vice President, Corporate Quality U. S. A. Assurance and Regulatory Affairs Steven J. Weger, Jr.(1) Vice President, Corporate Planning U. S. A. and Development Susan M. Widner Vice President, Diagnostic U. S. A. Operations, U.S. and Canada Lance B. Wyatt(1) Vice President, Corporate U. S. A. Engineering
-9- Exhibit 1 Information Concerning Executive Officers and Directors of Abbott Laboratories _______________________________
NAME POSITION / PRESENT PRINCIPAL CITIZENSHIP OCCUPATION OR EMPLOYMENT AND BUSINESS ADDRESS Directors - --------- K. Frank Austen, M.D. Smith Building U. S. A. Room 638 75 Francis Street Boston, Massachusetts 02115 Duane L. Burnham Officer of Abbott U. S. A. H. Laurance Fuller Chairman and Chief Executive U. S. A. Officer Amoco Corporation 200 East Randolph Drive Mail Code 3000 Chicago, Illinois 60601 Thomas R. Hodgson Officer of Abbott U. S. A. David A. Jones Chairman of the Board U. S. A. Humana, Inc. 500 W. Main Street Humana Building Louisville, Kentucky 40202 The Rt. Hon. Lord Owen CH Physician, Politician, and United Kingdom Businessman House of Lords Westminster, London SW1A OPW, England Robert L. Parkinson, Jr. Officer of Abbott U. S. A.
-10- Exhibit 1 Information Concerning Executive Officers and Directors of Abbott Laboratories _______________________________
NAME POSITION / PRESENT PRINCIPAL CITIZENSHIP OCCUPATION OR EMPLOYMENT AND BUSINESS ADDRESS Directors - continued - --------- Boone Powell, Jr. President and Chief Executive U. S. A. Officer Baylor Health Care System and Baylor University Medical Center 3500 Gaston Avenue Dallas, Texas 75246 Addison Barry Rand Executive Vice President U. S. A. Xerox Corporation 800 Long Ridge Road Stamford, Connecticut 06904- 1600 W. Ann Reynolds, Ph.D. President U. S. A. The University of Alabama at Birmingham 701 South 20th Street Birmingham, Alabama 35294- 0110 Roy S. Roberts Vice President, and Group U. S. A. Executive, North American Vehicle Sales, Service and Marketing General Motors Corporation 100 Renaissance Center Mail Code 482-A30-D10 Detroit, Michigan 48243 William D. Smithburg Retired Chairman, President and U. S. A. Chief Executive Officer, The Quaker Oats Company 676 N. Michigan Avenue Suite 3860 Chicago, Illinois 60611 John R. Walter Chairman Ashlin Management Corp. U. S. A. 100 South Wacker Drive Suite 2100 Chicago, IL 60606
-11- Exhibit 1 Information Concerning Executive Officers and Directors of Abbott Laboratories _______________________________
NAME POSITION / PRESENT PRINCIPAL CITIZENSHIP OCCUPATION OR EMPLOYMENT AND BUSINESS ADDRESS Directors - continued - --------- William L. Weiss Chairman Emeritus, Ameritech U. S. A. Corporation One First National Plaza Suite 2530C Chicago, Illinois 60603-2006 Miles D. White Officer of Abbott U. S. A.
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