SC 13D/A 1 a2045339zsc13da.txt SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3)* La Jolla Pharmaceutical Company ---------------------------------------------------------------- (Name of Issuer) Common Stock, par value $ .01 per share ------------------------------------------------------------------ (Title of Class of Securities) 503459109 ---------- (CUSIP Number) Jose M. de Lasa, 100 Abbott Park Road Abbott Park, Illinois 60064-6049; Phone 847 937 8905 ------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 11, 2001 ------------------------------------------------------------------- (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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ _ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 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 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). CUSIP No. 503459109 -------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Abbott Laboratories IRS Identification No. 36-0698440 -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] --- (b) [ ] --- -------------------------------------------------------------------------------- 3) SEC USE ONLY -------------------------------------------------------------------------------- 4) SOURCE OF FUNDS Not Applicable -------------------------------------------------------------------------------- 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 (7) SOLE VOTING POWER SHARES 2,954,604 BENEFICIALLY ---------------------------------------------------------- OWNED BY (8) SHARED VOTING POWER EACH 0 REPORTING ---------------------------------------------------------- PERSON WITH (9) SOLE DISPOSITIVE POWER 2,954,604 ---------------------------------------------------------- (10) SHARED DISPOSITIVE POWER 0 -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,954,604 -------------------------------------------------------------------------------- 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] --- -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.4% (see Item 5 below) -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO -------------------------------------------------------------------------------- Page 2 of 6 pages The following information amends and supplements the Schedule 13D filed on January 2, 1997 (the "Schedule 13D"), the First Amendment to the Schedule 13D filed on September 26, 1997, and the Second Amendment to the Schedule 13D filed on December 17, 1998. ITEM 1. SECURITY AND ISSUER This statement relates to shares of 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 60064-6049. 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 5. INTEREST IN SECURITIES OF THE ISSUER (a) As of April 11, 2001, Abbott was the beneficial owner of 2,954,604 shares of Common Stock (the "Shares"), representing approximately 8.4% of the outstanding shares of the Common Stock. (b) Abbott has sole power to vote or to direct the vote and the sole power to dispose or to direct the disposition of the Shares. (c) In the past 60 days, Abbott has effected the following open market sales of the Common Stock: Page 3 of 6 pages
Date Number of Shares Sold Average Price Per Share ---- --------------------- ----------------------- February 20, 2001 4,000 $6.125 March 21, 2001 7,000 $5.25 March 23, 2001 5,000 $5.0313 March 27, 2001 10,000 $5.0625 March 28, 2001 10,000 $5.15 March 29, 2001 5,000 $5.1563 March 30, 2001 7,000 $5.4018 April 6, 2001 2,000 $5.1875 April 10, 2001 265,000 $5.1383 April 11, 2001 100,000 $5.55 April 16, 2001 5,000 $5.20
(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 The summary of certain terms of the following agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all provisions of the agreement and reference is made to the full text of such agreement, which is filed as an exhibit to this Statement and is incorporated herein by reference. Abbott and the Issuer have entered into a Waiver of Contractual Restrictions agreement (the "Agreement"), dated February 6, 2001. Under the Agreement, the Issuer waives (i) certain contractual restrictions on the transfer of the Shares and (ii) its right of first refusal with respect to the sale of the Shares by Abbott. Abbott waives (i) its contractual rights to receive certain periodic reports from the Issuer and (ii) its right of first refusal with respect to certain new issuances of securities of the Issuer. These contractual matters are described in greater detail in Item 6 of the Schedule 13D. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1 - Information Concerning Executive Officers and Directors of Abbott Laboratories. Exhibit 2 - Waiver of Contractual Restrictions, dated as of February 6, 2001. ******************************** Page 4 of 6 pages SIGNATURE 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: April 17, 2001 By: /s/ Thomas C. Freyman ----------------------------------------- Thomas C. Freyman, Senior Vice President, Finance and Chief Financial Officer Page 5 of 6 pages EXHIBIT INDEX Exhibit Number Description -------------- ----------- 1 Information Concerning Executive Officers and Directors of Abbott Laboratories. 2 Waiver of Contractual Restrictions, dated as of February 6, 2001. Page 6 of 6 pages