-----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, WLJMbMLij0WUCDpVrhtDlJg8nxcqJHL1HVRG4337tKhf5IZ2C3M6vL3yfdDr3qld E2kJ2MVnOvjHJGizWrunAA== 0000891836-97-000591.txt : 19971217 0000891836-97-000591.hdr.sgml : 19971217 ACCESSION NUMBER: 0000891836-97-000591 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971216 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COULTER PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000942416 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943219075 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-52083 FILM NUMBER: 97738810 BUSINESS ADDRESS: STREET 1: 550 CALIFORNIA AVE STE 200 CITY: PALO ALTO STATE: CA ZIP: 94306 BUSINESS PHONE: 4158427300 MAIL ADDRESS: STREET 1: 550 CALIFORNIA AVE STE 200 CITY: PALO ALTO STATE: CA ZIP: 94306 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COULTER FAMILY LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0001051433 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: WILLIAMS & LLC STREET 2: 333 NORTH MICHIGAN AVENUE SUITE 728 CITY: CHICAGO STATE: IL ZIP: 60601 MAIL ADDRESS: STREET 1: WILLIAMS & LEE LLC STREET 2: WILLIAMS & LEE LLC CITY: CHICAGO STATE: IL ZIP: 60601 SC 13D 1 SCHEDULE 13D :--------------------------------: : OMB APPROVAL : : OMB Number: 3235-0145: : Expires: October 31, 1997: : Estimated average burden : : hours per form............14.90: :--------------------------------: UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 Coulter Pharmaceutical, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 222116105 ------------------------------------------------------- (CUSIP Number) Sue Van c/o H. Randolph Williams, Esq. Williams & Lee LLC 330 North Michigan Avenue Suite 728 Chicago, Illinois 60601 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Laura G. Coulter-Jones Joseph R. Coulter, III National Resorts, Inc. 9130 South Dadeland Blvd. II Datran Center Suite 1113 Miami, Florida 33158 10/31/97 ------------------------------------------------------- (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 |_|. NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. SEC 1746(12-91) SCHEDULE 13D - -------------------------- -------------------------- CUSIP NO. 222116105 PAGE OF PAGES - -------------------------- -------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Coulter Family Limited Partnership. I.R.S. identification number: 65-0485885 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| The Wallace H. Coulter Trust (the "WHC Trust") and the Joseph R. Coulter Jr. Trust (the "JRC Trust") are the (b) |X| co-general partners of the reporting person. The Wallace H. Coulter Charitable Remainder Unitrust (the "WHC CRUT"), an affiliate of the WHC Trust (Sue Van is the trustee of each of the WHC CRUT and the WHC Trust and such trusts have a common beneficiary), and the JRC Trust own 389,166 and 326,166 shares of the Common Stock of the Issuer, respectively. The reporting person, the WHC CRUT and the JRC Trust are not filing as a group because the Trustee of the WHC CRUT has sole dispositive power over the shares of the Issuer held by it, and the co-Trustees of the JRC Trust have sole dispositive power of the shares of the Issuer held by it. On the other hand, decisions with respect to the shares of the reporting person can only be made upon consensus of the Trustees of each of the WHC Trust and the JRC Trust. - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 The reporting person, formerly a stockholder of Coulter Corporation, received the securities as a dividend paid upon the shares of Coulter Corporation's stock in connection with the sale of the stock of Coulter Corporation to Beckman Instruments, Inc. - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| N/A - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION The reporting person is a Florida Limited Partnership. Each of its general partners, the WHC Trust and the JRC Trust, is a trust organized under the laws of the State of Florida. The Trustee of the WHC Trust is Sue Van, an individual. The co-Trustees of the JRC Trust are Laura G. Coulter-Jones, an individual, and Joseph R. Coulter III, an individual. - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 951,334 OWNED BY ------------------------------------------------------------ EACH 8 SHARED VOTING POWER REPORTING PERSON ------------------------------------------------------------ WITH 9 SOLE DISPOSITIVE POWER 951,334 ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 951,334 shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| N/A - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.18% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! ITEM 1. SECURITY AND ISSUER The class of equity securities to which this Statement on Schedule 13D relates is the Common Stock (the "Securities") of Coulter Pharmaceutical, Inc., a Delaware corporation (the "Issuer"), with its principal executive offices located at 550 California Avenue, Suite 200, Palo Alto, CA 94036. ITEM 2. IDENTITY AND BACKGROUND The Coulter Family Limited Partnership is a Florida limited partnership primarily engaged in the business of holding investments of the Coulter family. Its business address is c/o its general partners, which are trusts which have the addresses of their respective trustees. Coulter Family Limited Partnership c/o Wallace H. Coulter Trust (the "WHC Trust") c/o Sue Van, Trustee c/o H. Randolph Williams, Esq. Williams & Lee LLC 333 North Michigan Avenue Suite 728 Chicago, Illinois 60601 c/o Joseph R. Coulter, Jr. Trust (the "JRC Trust") c/o Laura G. Coulter-Jones, Co-Trustee 1121 Starling Avenue Miami Springs, FL 33166 and c/o Joseph R. Coulter III, Co-Trustee 260 Huntinglodge Drive Miami Springs, FL 33166 As of the date of this statement, Sue Van, Laura G. Coulter-Jones and Joseph R. Coulter III have recently resigned their positions as the executive officers of Coulter Corporation but remain employees of Coulter Corporation, working in a transitional capacity. The business address for each of Sue Van, Laura G. Coulter-Jones and Joseph R. Coulter III is as follows: Coulter Technology Center 11800 Southwest 147th Avenue Miami, Florida 33196-2500 During the last five years, neither the reporting person nor, to the best knowledge of the reporting person, any of its general partners, directors or any of the trustees of the general partners has been convicted in a criminal proceeding (excluding traffic violations or similar criminal misdemeanors) or was 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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The reporting person, formerly a stockholder of Coulter Corporation, received the Securities as a dividend paid upon the shares of Coulter Corporation's stock in connection with the sale of the stock of Coulter Corporation to Beckman Instruments, Inc. ITEM 4. PURPOSE OF TRANSACTION The reporting person has acquired the Securities for the purpose of making an investment in the Issuer and not with the present intention of acquiring control of the Issuer's business. The reporting person from time to time intends to review its investment in the Issuer on the basis of various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's securities in particular, as well as other developments and other investment opportunities. Based upon such review, the reporting person will take such actions in the future as the reporting person may deem appropriate in light of the circumstances existing from time to time. Depending on market and other factors, the reporting person may determine to dispose of some or all of the Securities currently owned by the reporting person or otherwise acquired by the reporting person either in the open market or in privately negotiated transactions. As of the date of this statement, the reporting person has no plans or proposals with respect to the Issuer that could relate to or could result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER The reporting person acquired 951,334 shares of Common Stock of the Issuer, approximately 9.18% of the total number of shares outstanding as of October 30, 1997. The reporting person has sole power to vote or to direct the vote and sole power to dispose or direct the disposition of all 951,334 shares. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER N/A. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS N/A. After reasonable inquiry and to the best of my knowledge and belief, I certify the information set forth in this statement is true, complete and correct. December 12, 1997 --------------------------------- (Date) /s/ Sue Van --------------------------------- Name: Sue Van Title: Trustee, Wallace H. Coulter Charitable Remainder Unitrust, general partner of the Coulter Family Limited Partnership /s/ Laura G. Coulter-Jones --------------------------------- Name: Laura G. Coulter-Jones Title: Co-Trustee, Joseph R. Coulter, Jr. Trust, general partner of the Coulter Family Limited Partnership /s/ Joseph R. Couter, III --------------------------------- Name: Joseph R. Coulter, III Title: Co-Trustee, Joseph R. Coulter, Jr. Trust, general partner of the Coulter Family Limited Partnership -----END PRIVACY-ENHANCED MESSAGE-----