-----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, U7B1qK9utwL4mfnotv9BM8ilmiHi/b+Hxix/ts7n32XP45G0ajBJ2BdMmpToHxER upHEhGfEtflGOH3nb2VXHA== 0001029869-98-001286.txt : 19981215 0001029869-98-001286.hdr.sgml : 19981215 ACCESSION NUMBER: 0001029869-98-001286 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981116 DATE AS OF CHANGE: 19981214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEPRACOR INC /DE/ CENTRAL INDEX KEY: 0000877357 STANDARD INDUSTRIAL CLASSIFICATION: 2834 IRS NUMBER: 222536587 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-51879 FILM NUMBER: 98752838 BUSINESS ADDRESS: STREET 1: 111 LOCKE DR CITY: MARLBOROUGH STATE: MA ZIP: 01757 BUSINESS PHONE: 5084816700 424B3 1 SEPRACOR INC. FORM 424B3 FILED PURSUANT TO RULE 424(b)(3) REGISTRATION NO. 333-51879 PROSPECTUS SUPPLEMENT (TO PROSPECTUS DATED JUNE 18, 1998) SEPRACOR INC. ---------------------------------------- $189,475,000 PRINCIPAL AMOUNT OF 6 1/4% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2005 (Interest payable August 15 and February 15) ---------------------------------------- 4,012,617 Shares of Common Stock ($0.10 par value per share) --------------------- The information in this Prospectus Supplement concerning the Selling Securityholders supplements the statements set forth under the caption "Selling Securityholders" in the Prospectus. Capitalized items used and not defined herein shall have the meanings given to them in the Prospectus. The information set forth under the caption "Selling Securityholders" in the Prospectus is supplemented as follows: SELLING SECURITYHOLDERS The Debentures were originally acquired on February 10, 1998 from the Company by the Initial Purchasers. The Initial Purchasers advised the Company that the Initial Purchasers have resold the Debentures in transactions exempt from the registration requirements of the Securities Act to "qualified institutional buyers" (as defined in Rule 144A of the Securities Act) and certain institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3), or (7) under the Securities Act). These subsequent purchasers, or their transferees, pledgees, donees or successors, may from time to time offer and sell any or all of the Debentures and/or Conversion Shares pursuant to this Prospectus. The Debentures and the Conversion Shares have been registered pursuant to the Registration Rights Agreement which provides that the Company file a Registration Statement with regard to the Debentures and the Conversion Shares within 90 days of the date of original issuance of the Debentures and keep such Registration Statement effective until the earlier of (i) the sale pursuant to the Registration Statement of all the securities registered pursuant to the Registration Rights Agreement thereunder and (ii) the expiration of the holding period applicable to such securities under Rule 144(k) under the Securities Act or any successor provision. In addition, 12,639 Additional Shares are being registered pursuant to the Registration Statement for the account of certain securityholders of the Company. The Selling Securityholders may choose to sell Debentures and/or Shares from time to time. See "Plan of Distribution." Debentures and Conversion Shares. The following table sets forth the name of each Selling Securityholder who has provided the Company with notice as of the date of this Prospectus pursuant to the Registration Rights Agreement of such Selling Securityholder's intent to sell or otherwise dispose of Debentures and/or Conversion Shares pursuant to the Registration Statement, the principal amount of Debentures and the number of Conversion Shares which may be sold from time to time by such Selling Securityholder pursuant to the Registration Statement and the amount of outstanding Debentures and Common Stock beneficially owned by such Selling Securityholder prior to the offering (assuming no conversion of the Debentures). No such Selling Securityholder nor any of its affiliates has held any position or office with, been employed by or otherwise has had any material relationship with, the Company or any of its affiliates during the three years prior to the date of this Prospectus. Because the Selling Securityholder may offer all or some portion of the Debentures and Conversion Shares, no estimate can be given as to the amount or percentage of Debentures or Common Stock that will be held by the Selling Securityholders upon termination of sales pursuant to this Prospectus. In addition, the Selling Securityholders identified below may have sold, transferred or disposed of all or a portion of their Debentures since the date on which they provided the information regarding their holdings in transactions exempt from the registration requirements of the Securities Act.
Amount of Shares of Amount of Debentures Common Stock Debentures that Owned Before Shares That May Owned Before Name (1) May be Sold Offering be Sold(2) Offering -------- ------------- ---------- ------------ --------- ICI American Holdings Trust $425,000 $425,000 8,972 0 Zeneca Holdings Trust 425,000 425,000 8,972 0 State of Delaware PERS 1,000,000 1,000,000 21,110 0 Starvest Fund- Discretionary 500,000 500,000 10,555 0 State of Oregon/SAIF Corporation 4,000,000 4,000,000 84,443 0 State of Oregon PERS 4,500,000 4,500,000 94,998 0 Nalco Chemical Corp. Retirement 225,000 225,000 4,749 0 Kapiolani Medical Center for Women and Children 100,000 100,000 2,111 0 Hawaiian Airlines Pension for Salaried Employees 15,000 15,000 316 0 Hawaiian Airlines Pilots' Retirement Plan 70,000 70,000 1,477 0 Hawaiian Airlines Pension Plan - IAM 50,000 50,000 1,055 0 Allstate Insurance Company 2,000,000 2,000,000 42,221 0 2 Shepard Investments International Inc. 14,875,000 14,875,000 314,023 0 Silverton International Fund Limited 4,250,000 4,250,000 89,721 0 Nomura Securities (Bermuda) Ltd. 10,000,000 10,000,000 211,108 0 Paloma Securities L.L.C. 4,475,000 4,475,000 94,471 0 Ell & Co., as nominee for The Northern Trust Company of New York 580,000 580,000 12,244 0 Salkeld & Co., as nominee for Bankers Trust Company 615,000 615,000 12,983 0 Bankers Trust Company 1,500,000 1,500,000 31,666 0 Bear Stearns Securities Corp. 1,500,000 1,500,000 31,666 0 The Income Fund of America, Inc. 7,350,000 7,350,000 155,164 0 The TCW Group, Inc. 12,315,000 12,315,000 259,980 0 Deutsche Bank AG 12,105,000 12,105,000 255,546 0 Morgan Stanley Dean Witter 2,045,000 2,045,000 43,171 0 Colonial Penn Life Insurance Company 2,000,000 2,000,000 42,221 0 OCM Convertible Trust 3,575,000 3,575,000 75,471 0 OCM Convertible Limited Partnership 100,000 100,000 2,111 0 Delta Air Lines Master Trust 1,025,000 1,025,000 21,638 0 State Employees' Retirement Fund of the State of Delaware 840,000 840,000 17,733 0 State of Connecticut Combined Investment Funds 3,210,000 3,210,000 67,765 0 3 Vanguard Convertible Securities Fund, Inc. 2,200,000 2,200,000 46,443 0 Partner Reinsurance Company Ltd. 280,000 280,000 5,911 0 Chrysler Corporation Master Retirement Trust 2,405,000 2,405,000 50,771 0 Raytheon Company Master Pension Trust 1,115,000 1,115,000 23,538 0 Mainstay Convertible Fund 4,750,000 4,750,000 100,276 0 Century National Insurance Company 425,000 425,000 8,972 0 Chrysler Insurance Company -Total Return 30,000 30,000 633 0 AAM/Zazove Institutional Income Fund L.P. 2,500,000 2,500,000 52,777 0 Zazove Convertible Fund L.P. 745,000 745,000 15,727 0 McMahan Securities Company L.P. 290,000 290,000 6,122 0 Stephenson Ventures 500,000 500,000 10,555 0 Delaware State Employees' Retirement Fund 3,300,000 3,300,000 69,665 0 Declaration of Trust for the Defined Benefit Plans of ICI American Holdings, Inc. 1,030,000 1,030,000 21,744 0 Declaration of Trust for the Defined Benefit Plans of Zeneca Holdings Inc. 700,000 700,000 14,777 0 Thermo Electron Balanced Investment Fund 950,000 950,000 20,055 0 Hillside Capital Incorporated Corporate Account 330,000 330,000 6,966 0 4 General Motors Employees Domestic Group Trust 11,630,000 11,630,000 245,519 0 Summer Hill Global Partners L.P. 80,000 80,000 1,688 0 The J.W. McConnell Family Foundation 380,000 380,000 8,022 0 TQA Vantage Fund Ltd. 1,000,000 1,000,000 21,110 0 TQA Arbitrage Fund, L.P. 750,000 750,000 15,833 0 California Public Employees' Retirement System 4,000,000 4,000,000 84,443 0 Millennium Trading Co., L.P. 185,000 185,000 3,905 0 Donaldson, Lufkin & Jenrette Securities Corp. 220,000 220,000 4,644 0 Fidelity Financial Trust: Fidelity Convertible Securities Fund (3) 7,815,000 7,815,000 164,981 0 Fidelity Securities Fund: Fidelity OTC Portfolio (3) 14,500,000 14,500,000 306,107 0 MFS Series Trust I- MFS Convertible Securities Fund 2,000 2,000 42 0 MFS Series Trust V- MFS Total Return Fund 1,998,000 1,998,000 42,179 0 J. P. Morgan & Co. 3,000,000 3,000,000 63,332 81,500 General Motors Employees Domestic Group Pension Trust (4) 8,679,000 8,679,000 183,221 47,600 Motors Insurance Corporation (4) 2,002,000 2,002,000 42,263 0 General Motors Foundation, Inc. (4) 319,000 319,000 6,734 0 5 Nicholas-Applegate Convertible Fund 2,157,000 2,157,000 45,536 0 Nicholas-Applegate Global Holdings Company LP 70,000 70,000 1,477 0 Baptist Health of South Florida 118,000 118,000 2,491 0 Boston Museum of Fine Arts 59,000 59,000 1,245 0 Engineers Joint Pension Fund 218,000 218,000 4,602 0 Physicians Life 450,000 450,000 9,499 0 Wake Forest University 466,000 466,000 9,837 0 Dunham & Associates II 41,000 41,000 865 0 Dunham & Associates III 22,000 22,000 464 0 San Diego City Retirement 589,000 589,000 12,434 0 San Diego County Convertible 1,800,000 1,800,000 37,999 0 TQA Leverage Fund, L.P. 565,000 565,000 11,927 0 Anchor Pathway Growth-Income Series 3,650,000 3,650,000 77,054 0 GLG Market Neutral Fund 2,000,000 2,000,000 42,221 0 Putnam Convertible Income-Growth Trust 4,880,000 4,880,000 103,020 0 Putnam Balanced Retirement Fund 300,000 300,000 6,333 0 Putnam Convertible Opportunities and Income Trust 390,000 390,000 8,233 0 Museum of Fine Arts, Boston 60,000 60,000 1,266 0 Boston College 100,000 100,000 2,111 0 6 ProMutual 500,000 500,000 10,555 0 Employers' Reinsurance Corporation 550,000 550,000 11,610 0 University of Rochester 120,000 120,000 2,533 0 Rhone-Poulenc Rorer Pension Plan 120,000 120,000 2,533 0 Parker-Hannifin Corporation 140,000 140,000 2,955 0 New Hampshire Retirement System 600,000 600,000 12,666 0 - - --------------------
(1) Certain of the Debentures are currently evidenced by a global Debenture which has been deposited with DTC and registered in the name of Cede & Co. as DTC's nominee. Therefore, the Company is unable to provide the names of any remaining Selling Stockholders. (2) Assumes conversion of full amount of Debentures held by such holder at the initial rate of $47.369 in principal amount of Debentures per share of Common Stock. (3) Debentures are held in the nominee name of Mag & Co. The entity is either an investment company or a portfolio of an investment company registered under Section 8 of the Investment Company Act of 1940, as amended, or a private investment account advised by Fidelity Management & Research Company ("FMR Co."). FMR Co. is a Massachusetts corporation and an investment advisor registered under Section 203 of the Investment Advisers Act of 1940, as amended, and provides investment advisory services to each of such Fidelity entities identified above, and to other registered investment companies and to certain other funds which are generally offered to a limited group of investors. FMR Co. is a wholly-owned subsidiary of FMR Corp. ("FMR"), a Massachusetts corporation. The holdings are as of September 2, 1998. (4) General Motors Investment Management Corporation, a wholly owned subsidiary of General Motors Corporation ("GM"), provides investment advice and investment management services with respect to the assets of certain employee benefit plans of GM and its subsidiaries, including the General Motors Employees Domestic Group Pension Trust, and with respect to the assets of certain direct and indirect subsidiaries of GM and associated entities, including Motors Insurance Corporation and the General Motors Foundation, Inc. Additional Shares. Set forth below are the names of certain other Selling Securityholders who acquired shares of Common Stock in certain transactions not related to the sale of Debentures and the maximum number of Additional Shares that may be sold by each such Selling Securityholder from time to time hereunder. No such Selling Securityholders nor any of their affiliates has held any position or office with, been employed by or otherwise have had any material relationship with, the Company or any of its affiliates during the three years prior to the date of this Prospectus. The percentage of Common Stock beneficially owned by each of the Selling Securityholders identified below both prior to and after giving effect to the offering being made hereby is less than 1%. 7
Number of Shares of Number of Shares of Common Stock Number of Shares of Common Stock Beneficially Owned Common Stock to be Beneficially Owned Name Prior to this Offering Offered Hereunder After this Offering ------ ----------------------- ------------------- ------------------- Robash Inc. 243 243 0 Beincke Investment Fund L.P. 1,944 1,944 0 Theodore H. Ashford 4,243 243 4,000 Bedrock Asset Trust I 7,778 7,778 0 Bankers Trust Company, as Trustee of the Hughes Aircraft Company Retirement Plans 80,539(1) 2,431(1) 78,108 - - --------------------
(1) Includes 2,431 shares of Common Stock subject to outstanding common stock purchase warrants held by Bankers Trust Company, as Trustee of the Hughes Aircraft Company Retirement Plans. The date of this Prospectus Supplement is November 16, 1998 8 -----END PRIVACY-ENHANCED MESSAGE-----