-----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, FZLqOUy3EtrqR9dEjjzZLg17eqC5o8GuLsnFcOGZGtJsQRklYjfatL/KDjAiEOW7 N3gQ2b104O34aYgpNvo1og== 0000944209-98-000311.txt : 19980217 0000944209-98-000311.hdr.sgml : 19980217 ACCESSION NUMBER: 0000944209-98-000311 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980212 SROS: NONE GROUP MEMBERS: MARK E. STROME GROUP MEMBERS: SSCO, INC GROUP MEMBERS: STROME SUSSKIND INVESTMENT MANAGEMENT LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NPS PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000890465 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 870439579 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-44877 FILM NUMBER: 98535690 BUSINESS ADDRESS: STREET 1: 420 CHIPETA WAY SUITE 240 CITY: SALT LAKE CITY STATE: UT ZIP: 84108-1256 BUSINESS PHONE: 8015834939 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STROME SUSSKIND INVESTMENT MANAGEMENT LP CENTRAL INDEX KEY: 0000936711 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 954450882 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 100 WILSHIRE BLVD STREET 2: 15TH FLOOR CITY: SANTA MONICA STATE: CA ZIP: 90401 MAIL ADDRESS: STREET 1: 100 WILSHIRE BLVD STREET 2: 15TH FLOOR CITY: SANTA MONICA STATE: CA ZIP: 90401 SC 13G/A 1 SCHEDULE 13G/A --------------------------- OMB APPROVAL --------------------------- OMB number: 3235-0145 Expires: December 31, 1997 Estimated average burden hours per response... 14.90 --------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1 )* ----- NPS Pharmaceuticals, Inc. ------------------------------------------------------------- (Name of Issuer) Common Stock --------------------------------------------------- (Title of Class of Securities) 62936P103 ----------------------------------------- (CUSIP Number) Check the following box if a fee is being paid with this statement [_]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). *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 the disclosures provided in a prior cover page. The information required in 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). Page 1 of 11 Pages - ----------------------- --------------------- CUSIP NO. 62936P103 13G PAGE 2 OF 11 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Strome Susskind Investment Management, L.P. 95-4450882 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 Delaware - ------------------------------------------------------------------------------ SOLE VOTING POWER 5 NUMBER OF SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 0 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 7 REPORTING PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 8 0 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 0 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 10 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11 0.0% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 12 PN, IA - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! - ----------------------- --------------------- CUSIP NO. 62936P103 13G PAGE 3 OF 11 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SSCO, Inc. 95-4450883 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 Delaware - ------------------------------------------------------------------------------ SOLE VOTING POWER 5 NUMBER OF SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 0 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 7 REPORTING PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 8 0 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 0 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 10 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11 0.0% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 12 CO, HC - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! - ----------------------- --------------------- CUSIP NO. 62936P103 13G PAGE 4 OF 11 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Mark E. Strome ###-##-#### - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 United States - ------------------------------------------------------------------------------ SOLE VOTING POWER 5 NUMBER OF SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 0 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 7 REPORTING PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 8 0 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 0 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 10 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11 0.0% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 12 IN, HC - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 5 of 11 This Amendment No. 1 to Schedule 13G relates to shares of the Common Stock, $.001 par value (the "Shares"), of NPS Pharmaceuticals, Inc. (the "Issuer"). This Amendment No. 1 supplementally amends the initial statement on Schedule 13G dated February 13, 1997, filed by the Reporting Persons (the "Initial Statement"). This Amendment No. 1 is being filed by the Reporting Persons to report that the Entities (as defined in the Schedule 13G) have disposed of all of their Shares held for their accounts and, as such, the Reporting Persons may no longer be deemed the beneficial owners of five percent or more of the outstanding Shares of the Issuer. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement. The Initial Statement is supplementally amended as follows. Item 2 (a) Name of Person Filing: This statement is being filed by: a. Strome-Susskind Investment Management, L.P. ("SSIM") b. SSCO, Inc. ("SSCO"); and c. Mark E. Strome ("Strome") collectively the "Reporting Persons". SSIM is a Delaware limited partnership and a registered investment adviser. SSIM is the sole general partner of and investment adviser to two investment limited partnerships that directly owned shares of common stock of NPS Pharmaceuticals, Inc. (the "Stock"). SSIM is also the investment adviser to one offshore investment corporation that directly owned shares of the Stock. SSCO is the sole general partner of SSIM. The Mark E. Strome Living Trust, dated 01/16/97 (the "Trust") is the controlling shareholder of SSCO. Mark E. Strome is the settlor and a trustee of the Trust. SSIM's beneficial ownership of the Stock was direct because of its general partnership interests in the investment limited partnerships that directly owned shares of the Stock. SSIM also had direct beneficial ownership of the Stock as a result of its discretionary authority to buy, sell and vote shares of such Stock for its investment advisory clients (i.e., the investment limited partnerships and the investment corporation (collectively referred to hereinafter as the "Entities")). SSCO's and Strome's beneficial ownership were indirect as a result of their ownership of SSIM, and was reported solely because Rule 13d-1(a) and (b) promulgated under the Securities Exchange Act of 1934, as amended, requires any person who is "directly or indirectly" the beneficial owner of more than five percent of any equity security of a specific class to file a Schedule 13G within the specific time period. The answers on blocks 6, 8, 9 and 11 on pages 3 and 4 above and in response to item 4 by SSCO and Strome are given on the basis of the Page 6 of 11 "indirect" beneficial ownership referred to in such Rule, based on the direct beneficial ownership of the Stock by SSIM and the relationship of SSCO and Strome to SSIM. Information with respect to each Reporting Person is given solely by the respective Reporting Person, and no Reporting Person undertakes hereby any responsibility for the accuracy or completeness of such information concerning any other Reporting Person. Item 4. Ownership: Ownership as of December 31, 1997 is incorporated by reference to Blocks 5 through 9 and block 11 on pages 2 through 4 above. Item 5. Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof, the reporting person[s] ha[ve] ceased to be the beneficial owner[s] of more than five percent of the class of securities, check the following [X]. The Reporting Persons have ceased to be the beneficial owners of more than five percent of the Shares. Item 6. Ownership of More than Five Percent on Behalf of Another Person: Not Applicable Item 10. Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. Page 7 of 11 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. /s/ Jeffrey S. Lambert ------------------------------------- Mark E. Strome STROME SUSSKIND INVESTMENT MANAGEMENT, L.P. By SSCO, Inc., its General Partner By: /s/ Jeffrey S. Lambert ------------------------------------------- Jeffrey S. Lambert, Chief Financial Officer SSCO, INC. By: /s/ Jeffrey S. Lambert ------------------------------------------- Jeffrey S. Lambert, Chief Financial Officer Date: 02/11/98 -------------------------------- Page 8 of 11 EXHIBITS EXHIBIT A Power of Attorney Granted by Mark E. Strome EXHIBIT B Statement With Respect to Joint Filing of Schedule 13G EXHIBIT C Identification and Classification of Subsidiary Which Acquired Security Being Reported On By the Parent Holding Company EX-1 2 POWER OF ATTORNEY FORMS Page 9 of 11 Exhibit A POWER OF ATTORNEY FORMS FOR SCHEDULES 13D AND 13G AND FORM 13F I, Mark E. Strome in my individual capacity and as a principal of Strome Susskind Investment Management, L.P., hereby appoint Jeffrey S. Lambert as attorney-in-fact and agent, in all capacities, to execute, on my behalf and on behalf of Strome Susskind Investment Management, L.P. and to file with the appropriate issuers, exchanges and regulatory authorities, any and all Schedules 13D and 13G and Forms 13F and documents relating thereto required to be filed under the Securities Exchange Act of 1934, including exhibits, attachments and amendments thereto and request for confidential information contained therein. I hereby grant to said attorney-in-fact full authority to do every act necessary to be done in order to effectuate the same as fully, to all intents and purposes, as I could if personally present, thereby ratifying all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof. I hereby execute this Power of Attorney as of this 12th day of August, 1994. /s/ Mark E. Strome ------------------------------ Mark E. Strome EX-2 3 JOINT FILING AGREEMENT Page 10 of 11 Exhibit B JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(f) (1) ---------------------------------------------------- This agreement is made pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as amended (the "Act") by and among the parties listed below, each referred to herein as a "Joint Filer." The Joint Filers agree that a statement of beneficial ownership as required by Section 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13D or Schedule 13G, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers states that they each satisfy the requirements for making a joint filing under Rule 13d-1. Dated: February 2, 1998 /s/ Jeffrey S. Lambert - -------------------------------- Mark E. Strome STROME SUSSKIND INVESTMENT MANAGEMENT, L.P. By SSCO, Inc., its General Partner By: /s/ Jeffrey S. Lambert ------------------------------------------- Jeffrey S. Lambert, Chief Financial Officer SSCO, INC. By: /s/ Jeffrey S. Lambert ------------------------------------------- Jeffrey S. Lambert, Chief Financial Officer EX-3 4 IDENTIFICATION AND CLASSIFICATION OF SUBSIDIARY Page 11 of 11 Exhibit C Identification and Classification of Subsidiary Which Acquired Security Being Reported On By the Parent Holding Company SSIM, a registered investment adviser, acquired "beneficial ownership" of the securities being reported on as a result of its discretionary authority to acquire, dispose and (with respect to certain of such securities) vote the securities being reported on. Under a series of SEC no-action letters, including the letter issued to Warren Buffet and Berkshire Hathaway, Inc. (available December 18, 1987), SSCO and Strome are each considered the equivalent of a parent holding company of SSIM and are therefore eligible to report their indirect beneficial ownership in such shares on Schedule 13G. -----END PRIVACY-ENHANCED MESSAGE-----