-----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, WsWyK607pije6yTZnjjm73aNMSh6tZORPkEe93v4Y6AFKg8GveAgmOa8MNmH06Hj CoCi/4P4Zl8x+TE3PS9FOQ== 0000950123-96-003632.txt : 19960717 0000950123-96-003632.hdr.sgml : 19960717 ACCESSION NUMBER: 0000950123-96-003632 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960716 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TARGETED GENETICS CORP /WA/ CENTRAL INDEX KEY: 0000921114 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 911549568 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44887 FILM NUMBER: 96595359 BUSINESS ADDRESS: STREET 1: 1100 OLIVE WAY STREET 2: STE 100 CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 2066237612 MAIL ADDRESS: STREET 1: 1100 OLIVE WAY STREET 2: STE 100 CITY: SEATTLE STATE: WA ZIP: 98101 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL BIOTECHNOLOGY TRUST PLC CENTRAL INDEX KEY: 0000942257 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: FIVE ARROWS HOUSE STREET 2: ST SWITHINS LN CITY: LONDON EC4N 8NR MAIL ADDRESS: STREET 1: FIVE ARROWS HOUSE STREET 2: ST SWITHINS LN CITY: LONDON EC4N 8NR SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D 1 CUSIP No. 87612M108 Page 1 of 8 Pages SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 Targeted Genetics Corporation (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 87612M108 (CUSIP Number) Nicole Vitullo John C. MacMurray, Esq. Rothschild Asset Management Ltd. Reboul, MacMurray, Hewitt, Five Arrows House Maynard & Kristol St. Swithin's Lane 45 Rockefeller Plaza London EC4N 8NR England New York, New York 10111 Tel. 011-171-280-5000 Tel. (212) 841-5700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 19, 1996 (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 / /. Check the following box if a fee is being paid with this statement / /. 2 CUSIP No. 87612M108 Page 2 of 8 Pages - -------------------------------------------------------------------------------- 1) Name of Reporting Person International S.S. or I.R.S. Identification Biotechnology No. of Above Person Trust plc - -------------------------------------------------------------------------------- 2) Check the Appropriate Box (a) / / if a Member of a Group (b) / / - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds WC - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Not Applicable Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization United Kingdom - -------------------------------------------------------------------------------- Number of 7) Sole Voting 1,750,000 shares of Shares Beneficially Power Common Stock, Owned by including 300,000 Reporting Person issuable upon exercise of Warrants --------------------------------------------------------- 8) Shared Voting Power -0- --------------------------------------------------------- 9) Sole 1,750,000 shares of Dispositive Common Stock, Power including 300,000 issuable upon exercise of Warrants --------------------------------------------------------- 10) Shared Dispositive -0- Power --------------------------------------------------------- 3 CUSIP No. 87612M108 Page 3 of 8 Pages 11) Aggregate Amount Beneficially 1,750,000 shares of Owned by Each Reporting Person Common Stock, including 300,000 issuable upon exercise of Warrants - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares - -------------------------------------------------------------------------------- 13) Percent of Class Represented by 10.7% Amount in Row (11) - -------------------------------------------------------------------------------- 14) Type of Reporting Person CO 4 CUSIP No. 87612M108 Page 4 of 8 Pages Amendment No. 1 to Schedule 13D Reference is hereby made to the statement on Schedule 13D originally filed with the Securities and Exchange Commission on August 1, 1995 (the "Schedule 13D). Item 1. Security and Issuer. This statement relates to the Common Stock, $.01 par value per share (the "Common Stock"), and the warrants to purchase Common Stock (the "Warrants") of Targeted Genetics Corporation, a Washington corporation (the "Issuer"). Each Warrant entitles its holder to purchase one share of Common Stock at an exercise price of $4.68 per share, subject to adjustment, for a period through and including July 31, 1997. The Warrants are registered separately from the Common Stock, under CUSIP No. 87612M116, and trade separately from the Common Stock on the Nasdaq National Market. The principal executive offices of the Issuer are located at 1100 Olive Way, Suite 100, Seattle, Washington 98101. Item 2. Identity and Background. (a) The undersigned hereby files this Schedule 13D on behalf of International Biotechnology Trust plc, a corporation organized under the laws of the United Kingdom ("IBT" or the "Reporting Person"). The name, business address and occupation of each executive officer and director of IBT is set forth on Schedule A hereto. (b) The principal business of IBT is that of a publicly-traded investment trust company. (c) IBT's principal business address is Five Arrows House, St. Swithin's Lane, London EC4N 8NR, England. (d) Neither IBT nor any of the persons identified in this Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Neither IBT nor any of the persons identified in this Item 2 has, during the last five years, 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. 5 CUSIP No. 87612M108 Page 5 of 8 Pages Item 3. Source and Amount of Funds or Other Consideration. This statement relates to the acquisition by IBT of 250,000 shares of Common Stock (the "Shares") in a secondary offering by the Issuer on the public market. The Shares were registered under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S-1 filed by the Issuer with the Securities and Exchange Commission and declared effective on June 20, 1996 (SEC Registration No. 333-03592). The purchase price paid by IBT was $4.00 per Share, and the source of such funds was IBT's funds available for investment. On July 13, 1995 IBT purchased 300,000 Units (the "Units") in a secondary offering by the Issuer on the public market. Each Unit consisted of four shares of Common Stock and one Warrant. The Warrants are described in Item 1 above. The Units were registered under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S-1 filed by the Issuer with the Securities and Exchange Commission and declared effective on July 10, 1995 (SEC Registration No. 33-94478). The purchase price paid by IBT was $15.00 per Unit, and the source of such funds was IBT's funds available for investment. Item 4. Purpose of Transaction. IBT acquired the Shares and the Units for investment purposes. Jeremy L. Curnock Cook, Stephan A. Duzan and James D. Grant, Directors of IBT, are members of the Issuer's Board of Directors. Mr. Cook is also a Director of Rothschild Asset Management Limited ("RAM"), which, as further described in Item 6 below, is IBT's discretionary investment manager. Item 5. Interest in Securities of the Issuer. (a) Based on a total of 16,073,631 shares of Common Stock outstanding, and giving effect to the exercise of 300,000 presently exercisable Warrants, IBT owns 1,750,000 shares of Common Stock, or approximately 10.7% of the Common Stock outstanding. (b) IBT has sole power to vote or direct the voting of and to dispose or to direct the disposition of the shares of Common Stock referred to in paragraph (a) above. (c) Except as described in this statement, neither IBT nor any of the persons identified in Item 2 above has effected 6 CUSIP No. 87612M108 Page 6 of 8 Pages any transaction in the Common Stock or Warrants in the past 60 days. (d) No other person has the power to direct the receipt of dividends on, or the proceeds from sales of, the shares of Common Stock owned IBT. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Pursuant to a contractual agreement, IBT has engaged RAM to act as its discretionary investment manager. Pursuant to such agreement RAM manages the business and assets of IBT, which includes the authority to make decisions regarding the acquisition or disposition of portfolio securities by IBT and to exercise any rights (including voting rights) with respect to such securities. IBT has the right to terminate RAM's appointment as manager at any time if RAM is not performing its duties as manager to the satisfaction of the Board of Directors of IBT. Item 7. Material to be Filed as Exhibits. Not Applicable. 7 CUSIP No. 87612M108 Page 7 of 8 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. Dated: June 30, 1996 INTERNATIONAL BIOTECHNOLOGY TRUST PLC By: /s/ Jeremy L. Curnock Cook -------------------------- Director 8 CUSIP No. 87612M108 Page 8 of 8 Pages SCHEDULE A EXECUTIVE OFFICERS AND DIRECTORS OF IBT The business address of each person listed below is c/o Rothschild Asset Management Limited, Five Arrows House, St. Swithin's Lane, London EC4N 8NR, England. The occupation of each person listed below refers to his relationship to IBT.
Name Occupation Citizenship ---- ---------- ----------- John M. Green-Armytage Chairman U.K. Donald Cecil Deputy U.S. Chairman Gary M. Brass Director U.K. Jeremy L. Curnock Cook Director U.K. Peter B. Collacott Director U.K. Stephen A. Duzan Director U.S. James D. Grant Director U.S. Howard E. Greene Director U.S. Dennis M.J. Turner Director U.K.
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