SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Spiros Development Corporation II, Inc.
(Name of Issuer)
Units
(Title of Class of Securities)
848935201
(CUSIP Number)
June 3, 1998
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-(c)
/ / Rule 13d-1(d)
*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 on 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).
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CUSIP No. 848935201
1. Name of Reporting Person:
HBK Investments L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: 235,700 (1)(2)
Number of
Shares
Beneficially 6. Shared Voting Power: 116,500 (2)(3)
Owned By
Each
Reporting 7. Sole Dispositive Power: 235,700 (1)(2)
Person
With
8. Shared Dispositive Power: 116,500 (2)(3)
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
352,200 (1)(3)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 5.6%
12. Type of Reporting Person: PN
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(1) Represents 201,600 Units purchased by HBK Offshore Fund Ltd. and 34,100
Units purchased by HBK Securities Ltd. HBK Investments L.P. has sole
voting and dispositive power over these Units pursuant to an Investment
Management Agreement with HBK Offshore Fund Ltd. and HBK Securities Ltd.
Accordingly, neither HBK Offshore Fund Ltd. nor HBK Securities Ltd. has
any beneficial ownership of such Units.
(2) Power is exercised by its general partner, HBK Partners II L.P.,
whose general partner is HBK Management L.L.C.
(3) 116,500 Units were purchased by HBK Finance L.P. HBK Investments L.P.
has shared voting and dispositive power over these Units pursuant to an
Amended and Restated Management Agreement.
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CUSIP No. 848935201
1. Name of Reporting Person:
HBK Finance L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: -0-
Number of
Shares
Beneficially 6. Shared Voting Power: 116,500 (1)
Owned By
Each
Reporting 7. Sole Dispositive Power: -0-
Person
With
8. Shared Dispositive Power: 116,500 (1)
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
116,500
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 1.8%
12. Type of Reporting Person: BD
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(1) Power is exercised by its general partner, HBK Fund L.P., whose general
partner is HBK Capital L.P., whose general partner is HBK Partners I
L.P., whose general partner is HBK Management L.L.C. Power is shared
with HBK Investments pursuant to an Amended and Restated Management
Agreement.<PAGE>
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Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the
"Act"), the undersigned hereby amend their Schedule 13G Statement dated March
6, 1998 (the "Schedule 13D"), relating to the Units of Spiros Development
Corporation II, Inc. Unless otherwise indicated, all defined terms used
herein shall have the same meanings as those set forth in the Schedule 13D.
Item 2(b). Address of Principal Business Office, or if None, Residence.
Item 2(b) is hereby amended and restated in its entirety as follows:
The principal business office for each of the Item 2 persons is 300
Crescent Court, Suite 700, Dallas, Texas 75201.
Item 4. Ownership.
On June 3, 1998, Investments and Finance became the beneficial owners of
667,200 and 220,500 Shares, respectively (constituting 10.5% and 3.5% of the
outstanding Shares, respectively); however, on June 5, 1998, such persons'
beneficial ownership changed and is currently as reported herein. Item 4 is
consequently hereby amended and restated in its entirety as follows:
(a) - (b)
Reporting Person
Pursuant to an Investment Management Agreement with HBK Offshore Fund
Ltd. ("Offshore"), Investments may, pursuant to Rule 13d-3(a), be deemed to
be the beneficial owner of 201,600 Units held by Offshore, which constitutes
approximately 3.2% of the outstanding Units. Also, pursuant to an Investment
Management Agreement with HBK Securities Ltd. ("Securities"), Investments
may, pursuant to Rule 13d-3(a), be deemed to be the beneficial owner of
34,100 Units held by Securities, which constitutes approximately 0.5% of the
outstanding Units. Further, pursuant to an Amended and Restated Management
Agreement with Fund and Capital, Investments may, pursuant to Rule 13d-3(a),
be deemed to be the beneficial owner of 116,500 Units held by Finance, which
constitutes approximately 1.8% of the outstanding Units.
Pursuant to Rule 13d-3(a), Finance is the beneficial owner of 116,500
Units, which constitutes approximately 1.8% of the outstanding Units.
Controlling Persons
Because of its position as the sole general partner of Investments,
Partners II may be deemed to be the beneficial owner of 352,200 Units, which
constitutes approximately 5.6% of the outstanding Units.
Each of (1) Fund, as sole general partner of Finance, (2) Capital, as
sole general partner of Fund, and (3) Partners I, as sole general partner of
Capital, may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 116,500 Units, which constitutes approximately 1.8% of
the outstanding Units.
Each of (1) Management, as sole general partner of Partners I and
Partners II, and (2) the Managers, as controlling persons of Management, may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of an
aggregate of 352,200 Units, which constitutes approximately 5.6% of the
outstanding Units.
To the best of the knowledge of the Reporting Person, other than as set
forth above, none of the persons named in Item 2 herein is the beneficial
owner of any shares of the Stock.
(c)
Reporting Persons
Pursuant to an Investment Management Agreement with Offshore, and acting
through its general partner, Partners II, Investments has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of
201,600 Units. Also, pursuant to an Investment Management Agreement with
Securities, and acting through its general partner, Partners II, Investments
has the sole power to vote or to direct the vote and to dispose or to direct
the disposition of an additional 34,100 Units. Pursuant to an Amended and
Restated Management Agreement with Fund and Capital, and acting through its
general partner, Partners II, Investments has the shared power to vote or to
direct the vote and to dispose or to direct the disposition of 116,500 Units
held by Finance.
Finance has the shared power to vote or to direct the vote and to
dispose or to direct the disposition of 116,500 Units.
Controlling Persons
Acting through its general partner, Management, and in its capacity as
the general partner of Investments, Partners II has the sole power to vote or
to direct the vote and to dispose or to direct the disposition of 235,700
Units and the shared power to vote or to direct the vote and to dispose or to
direct the disposition of 116,500 Units.
Acting through its general partner, Capital, and in its capacity as the
general partner of Finance, Fund has the shared power to vote or to direct
the vote and to dispose or to direct the disposition of 116,500 Units.
Acting through its general partner, Partners I, and in its capacity as
the general partner of Fund, Capital has the shared power to vote or to
direct the vote and to dispose or to direct the disposition of 116,500 Units.
Acting through its general partner, Management, and in its capacity as
the general partner of Capital, Partners I has the shared power to vote or to
direct the vote and to dispose or to direct the disposition of 116,500 Units.
In its capacity as the general partner of Partners I and Partners II,
Management has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 352,200 Units.
Managers
In his capacity as a controlling person of Management, each of the
Managers has the shared power to vote or to direct the vote and to dispose or
to direct the disposition of 352,200 Units.
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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 5, 1998
HBK INVESTMENTS L.P.
By: /s/ H. Michael Reese
H. Michael Reese (1)
HBK FINANCE L.P.
By: /s/ H. Michael Reese
H. Michael Reese (2)
(1) An Authorization Certificate authorizing H. Michael Reese to act on
behalf of HBK Investments L.P. previously has been filed with the
Securities and Exchange Commission.
(2) An Authorization Certificate authorizing H. Michael Reese to act on
behalf of HBK Finance L.P. previously has been filed with the Securities
and Exchange Commission.
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement pursuant to Rule 13d-1(k)(1)(iii), filed herewith.
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Exhibit 99.1
Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General
Rules and Regulations of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, the undersigned agrees that the
statement to which this Exhibit is attached is filed on behalf of each of
them in the capacities set forth below.
HBK INVESTMENTS L.P.
By: /s/ H. Michael Reese
H. Michael Reese (1)
HBK FINANCE L.P.
By: /s/ H. Michael Reese
H. Michael Reese (2)
(1) An Authorization Certificate authorizing H. Michael Reese to act on
behalf of HBK Investments L.P. previously has been filed with the
Securities and Exchange Commission.
(2) An Authorization Certificate authorizing H. Michael Reese to act on
behalf of HBK Finance L.P. previously has been filed with the Securities
and Exchange Commission.
