-----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, AlY/jMdlraw95barmyOXnglrVyfaADaxGBCSyWR22Db2wihUHCQT7OqBOiT+NHhI ar+1atx34gYVr84IQynFbg== 0000068100-98-000288.txt : 19980609 0000068100-98-000288.hdr.sgml : 19980609 ACCESSION NUMBER: 0000068100-98-000288 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980608 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SEQUUS PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000812444 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943031834 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-39102 FILM NUMBER: 98644072 BUSINESS ADDRESS: STREET 1: 960 HAMILTON COURT CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (415)-323- MAIL ADDRESS: STREET 1: 960 HAMILTON CT STREET 2: 960 HAMILTON CT CITY: MENLO PARK STATE: CA ZIP: 94025 FORMER COMPANY: FORMER CONFORMED NAME: LIPOSOME TECHNOLOGY INC /DE/ DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN J P & CO INC CENTRAL INDEX KEY: 0000068100 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 132625764 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 60 WALL ST CITY: NEW YORK STATE: NY ZIP: 10260 BUSINESS PHONE: 2124832323 MAIL ADDRESS: STREET 1: P O BOX 271 STREET 2: C/O WILLIAM D HALL CITY: WILMINGTON STATE: DE ZIP: 19899 SC 13D/A 1 June 2, 1998 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. 20549 VIA EDGAR Re: Amendment No. 2 to Schedule 13D of J.P. Morgan & Co. Incorporated, J.P. Morgan Capital Corporation and J.P. Morgan Investment Corporation Dear Sirs: On behalf of J.P. Morgan & Co. Incorporated, J.P. Morgan Capital Corporation and J.P. Morgan Investment Corporation (together, the Reporting Persons), I am filing pursuant to Rule 13d-2 under the Securities Exchange Act of 1934, as amended (the Exchange Act), the Reporting Persons' Amendment No. 2 to Schedule 13D, (the Amendment) a copy of which has been manually signed and is in my records. The Amendment filed herewith relates to the Reporting Persons' ownership of Shares of the Common Stock, par value $.001 per Share of SEQUUS Pharmaceuticals, Inc., a Delaware corporation (the Company). Separate copies of this letter, together with a copy of the Schedule 13D filed herewith, are being sent to the Company and to the NASD by hand or courier delivery. Very truly yours, /s/ Bee-Ann Benson Legal Assistant Attachment cc: w/enclosures SEQUUS Pharmaceuticals, Inc. 960 Hamilton Court Menlo Park, California 94025 Attention: Sally Davenport, Corporate Secretary National Association of Securities Dealers, Inc. 9513 Key West Avenue Rockville, MD 20850 Attention: Market Surveillance Dept. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 2 SEQUUS Pharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $.001 per Share (Title of Class of Securities) (CUSIP No. 817471105 J. Edmund Colloton, J.P. Morgan & Co. Incorporated, 60 Wall Street, New York, New York 10260-0060 Telephone: (212) 648-3406 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 25, 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 [ ]. (Continued on the following page(s)) 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON J.P. Morgan & Co. Incorporated 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ x ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* 00 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware 7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER: 0 8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED VOTING POWER: 1,027,500 9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE DISPOSITIVE POWER: 0 10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED DISPOSITIVE POWER: 1,027,500 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,027,500 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 3.51% 14. TYPE OF REPORTING PERSON*: HC, CO * SEE INSTRUCTIONS TO SCHEDULE 13D 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON J.P. Morgan Capital Corporation 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ x ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* 00 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware 7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER: 0 8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED VOTING POWER: 1,027,500 9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE DISPOSITIVE POWER: 0 10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED DISPOSITIVE POWER: 1,027,500 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,027,500 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 3.51% 14. TYPE OF REPORTING PERSON*: CO * SEE INSTRUCTIONS TO SCHEDULE 13D 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON J.P. Morgan Investment Corporation 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ x ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* 00 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware 7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER: 0 8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED VOTING POWER: 1,027,500 9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE DISPOSITIVE POWER: 0 10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED DISPOSITIVE POWER: 1,027,500 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,027,500 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 3.51% 14. TYPE OF REPORTING PERSON*: CO * SEE INSTRUCTIONS TO SCHEDULE 13D Schedule 13D Item 5. Interest in Securities of the Company. The response to Item 5 is hereby amended by deleting the prior responses thereof and inserting the following in its place: From September 12, 1997 through September 25, 1997, J.P. Morgan Investment Corporation (formerly Morgan Investment Corporation; JPMIC), a wholly-owned subsidiary of J.P. Morgan Capital Corporation, which is a wholly-owned subsidiary of J.P. Morgan & Co. Incorporated, made various open market sales of shares of Common Stock of the Company at prices ranging between $8.875 and $9.00 aggregating 472,500 shares. Such sales reduced JPMIC ownership to 1,027,500 shares constituting approximately 3.51% of the outstanding shares of SEQUUS Pharmaceuticals, Inc. Common Stock based on 29,660,319 outstanding shares as of September 30, 1997. JPMIC has subsequently sold all of its remaining shares of the Company. Each of the Reporting Persons share with the other Reporting Person the sole power to vote or direct the vote of, and the sole power to dispose or direct the disposition of, shares of common stock of SEQUUS Pharmaceuticals, Inc. owned by JPMIC. Signature After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Dated: June 2, 1998 J.P. MORGAN & CO. INCORPORATED By: /s/ J. Edmund Colloton Title: Vice President J.P. MORGAN CAPITAL CORPORATION By: /s/ J. Edmund Colloton Title: Secretary J.P. MORGAN INVESTMENT CORPORATION By: /s/ J. Edmund Colloton Title: Secretary Schedule A Executive Officers and Directors of J.P. Morgan & Co. Incorporated The names of the Directors and names and titles of the Executive Officers of J.P. Morgan & Co. Incorporated (JPM) and their business addresses and present principal occupations are set forth below. If no address is given, the Director's or Officer's business address is that of JPM. Unless otherwise indicated, each individual is a citizen of the United States. Name, Residence or Business Address Present Principal Occupation Directors Paul A. Allaire Chairman and Chief Executive Officer of Xerox Corporation P.O. Box 1600 Xerox Corporation 800 Long Ridge Road Stamford, CT 06904 Riley P. Bechtel Chairman and Chief Executive Officer Bechtel Group, Inc. of Bechtel Group, Inc. P.O. Box 193965 San Francisco, CA 94119-3965 Lawrence A. Bossidy Chairman and Chief Executive Officer AlliedSignal Inc. of AlliedSignal, Inc. Morristown, NJ 07962-2245 Martin Feldstein President and Chief Executive National Bureau of Economic Officer of National Research, Inc. Bureau of Economic Research, Inc. 1050 Massachusetts Avenue (economic research) Cambridge, MA 02138-5398 Ellen V. Futter President of the American Museum of American Museum of Natural History Natural History Central Park West At 79th Street New York, NY 10024 Hanna H. Gray President Emeritus and Harry Pratt Judson The University of Chicago Distinguished Service Professor of History Department of History of The University of Chicago 1126 East 59th Street (higher learning) Chicago, IL 60637 Walter A. Gubert Vice Chairman of the Board of J.P. Morgan & Co. J.P. Morgan & Co. Incorporated Incorporated 60 Wall Street New York, NY 10260-0060 James R. Houghton Retired Chairman of the Board Corning Incorporated of Corning Incorporated 80 E. Market Street (diversified industrial) 2nd Floor Corning, NY 14830 James L. Ketelsen Retired Chairman and Chief Tenneco Inc., c/o El Paso Energy Executive Officer of Tenneco Inc. P.O. Box 2511 (diversified industrial) Houston, TX 77252-2511 John A. Krol Chairman of the Board of E.I. du Pont E.I. du Pont de Nemours and Company Nemours and Company 1007 Market Street Wilmington, DE 19898 Roberto G. Mendoza Vice Chairman of the Board of J.P. Morgan & Co. J.P. Morgan & Co. Incorporated Incorporated 60 Wall Street New York, NY 10260-0060 Michael E. Patterson Vice Chairman of the Board of J.P. Morgan & Co. J.P. Morgan & Co. Incorporated Incorporated 60 Wall Street New York, NY 10260-0060 Lee R. Raymond Chairman of the Board and Chief Exxon Corporation Executive Officer and Director of Exxon 5959 Las Colinas Boulevard Corporation Irving, TX 75039-2298 (national resources and energy) Richard D. Simmons Retired: Former President of the Washington Post 105 North Washington Street Company and the International Herald Tribune Suite 202 (print media) Alexandria, VA 22314 Kurt F. Viermetz Retired: Former Vice Chairman of the Board of J.P. J.P. Morgan & Co. Incorporated Morgan & Co. Incorporated 60 Wall Street New York, NY 10260-0060 Douglas A. Warner III Chairman of the Board and Chief Executive Officer J.P. Morgan & Co. Incorporated of J.P. Morgan & Co. Incorporated 60 Wall Street New York, NY 10260-0060 Douglas C. Yearley Chairman, President, Chief Executive Officer and Phelps Dodge Corporation Director of Phelps Dodge Corporation 2600 N. Central Avenue (minerals) Phoenix, AZ 85004-3014 Executive Officers Douglas A. Warner III Chairman of the Board and Chief Executive Officer of JPM Walter A. Gubert Vice Chairman of the Board of JPM Roberto G. Mendoza Vice Chairman of the Board of JPM Michael E. Patterson Vice Chairman of the Board of JPM Thomas B. Ketchum Chief Administrative Officer of JPM John A. Mayer, Jr. Chief Financial Officer of JPM Rachel F. Robbins Managing Director, General Counsel and Secretary of JPM David H. Sidwell Managing Director and Controller of JPM Stephen G. Thieke Managing Director and Head of Corporate Risk Management of JPM Schedule A Executive Officers and Directors of J.P. Morgan Investment Corporation The names of the Directors and names and titles of the Executive Officers of J.P. Morgan Investment Corporation (JPMIC) and their and present principal occupations are set forth below. Each Director's or Officer's business address is that of JPMIC. Unless otherwise indicated, each individual is a citizen of the United States. Name, Residence or Business Address Present Principal Occupation Directors Ramon de Oliveira John A. Mayer Clayton S. Rose Walter A. Gubert Managing Director of J.P. Morgan Securities Inc. and Chairman of the Board Chief Financial Officer of J.P. Morgan & Co. Incorporated Managing Director of J.P. Morgan Securities Inc. Managing Director of Morgan Guaranty Trust Company Thomas B. Ketchum Managing Director of J.P. Morgan & Co. Incorporated C. Nicholas Potter Consultant to J.P. Morgan Investment Management Inc. Peter L. Woicke Managing Director of Morgan Guaranty Trust Company Brian F. Watson President, Chief Executive Officer and Managing Director J.P. Morgan Capital Corporation Molly F. Ashby Managing Director of J.P. Morgan Capital Corporation Peter H. Gleason Managing Director of J.P. Morgan Capital Corporation Meryl D. Hartzband Managing Director of J.P. Morgan Capital Corporation Officers Ramon de Oliveira Brian F. Watson Molly F. Ashby Pierre Dupont Chairman President, Chief Executive Officer and Managing Director Managing Director Managing Director Peter H. Gleason Managing Director Meryl D. Hartzband Managing Director Brian T. Murphy Managing Director Martin O'Neil Managing Director Timothy Purcell Thomas S. Quinn, III Lincoln E. Frank Cheryl M. Eustace James P. Marriot Kevin K. Yip J. Edmund Colloton Lisa M. Dreyer Irena Dandic Managing Director Managing Director Vice President and Chief Operating Officer Vice President and Assistant Secretary Vice President and Assistant Secretary Vice President and assistant Secretary Vice President and Secretary Vice President and Treasurer Assistant Secretary Schedule A Executive Officers and Directors of J.P. Morgan Capital Corporation The names of the Directors and names and titles of the Executive Officers of J.P. Morgan Capital Corporation (JPMCC) and their and present principal occupations are set forth below. Each Director's or Officer's business address is that of JPMCC. Unless otherwise indicated, each individual is a citizen of the United States. Name, Residence or Business Address Present Principal Occupation Directors Ramon de Oliveira John A. Mayer Clayton S. Rose Walter A. Gubert Managing Director of J.P. Morgan Securities Inc. and Chairman of the Board Chief Financial Officer of J.P. Morgan & Co. Incorporated Managing Director of J.P. Morgan Securities Inc. Managing Director of Morgan Guaranty Trust Company Thomas B. Ketchum Managing Director of J.P. Morgan & Co. Incorporated C. Nicholas Potter Consultant to J.P. Morgan Investment Management Inc. Peter L. Woicke Managing Director of Morgan Guaranty Trust Company Brian F. Watson President, Chief Executive Officer and Managing Director J.P. Morgan Capital Corporation Molly F. Ashby Managing Director of J.P. Morgan Capital Corporation Peter H. Gleason Managing Director of J.P. Morgan Capital Corporation Meryl D. Hartzband Managing Director of J.P. Morgan Capital Corporation Officers Ramon de Oliveira Brian F. Watson Molly F. Ashby Pierre Dupont Chairman President, Chief Executive Officer and Managing Director Managing Director Managing Director Peter H. Gleason Managing Director Meryl D. Hartzband Managing Director Brian T. Murphy Managing Director Martin O'Neil Managing Director Timothy Purcell Thomas S. Quinn, III Lincoln E. Frank Cheryl M. Eustace James P. Marriot Kevin K. Yip J. Edmund Colloton Lisa M. Dreyer Irena Dandic Managing Director Managing Director Vice President and Chief Operating Officer Vice President and Assistant Secretary Vice President and Assistant Secretary Vice President and assistant Secretary Vice President and Secretary Vice President and Treasurer Assistant Secretary Italian citizen German citizen Italian citizen French Citizen Italian Citizen German Citizen Australian Citizen French citizen Australian citizen Belgian Citizen French Citizen Italian Citizen German Citizen Australian Citizen French citizen Australian citizen Belgian Citizen CUSIP No. 817471105 13D Page of Pages -----END PRIVACY-ENHANCED MESSAGE-----