SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Spiros Development Corporation II, Inc.
(Name of Issuer)
Units
(Title of Class of Securities)
848935201
(CUSIP Number)
December 31, 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-1(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: 106,700 (1)(2)
Number of
Units
Beneficially 6. Shared Voting Power: 53,700 (2)(3)
Owned By
Each
Reporting 7. Sole Dispositive Power: 106,700 (1)(2)
Person
With
8. Shared Dispositive Power: 53,700 (2)(3)
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
160,400 (1)(3)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Units:
/ /
11. Percent of Class Represented by Amount in Row (9): 2.5%
12. Type of Reporting Person: PN
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(1) Represents 106,700 Units purchased by HBK Offshore Fund 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. Accordingly, HBK Offshore Fund Ltd. has no 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) 53,700 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
Units
Beneficially 6. Shared Voting Power: 53,700 (1)
Owned By
Each
Reporting 7. Sole Dispositive Power: -0-
Person
With
8. Shared Dispositive Power: 53,700 (1)
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
53,700
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Units:
/ /
11. Percent of Class Represented by Amount in Row (9): 0.8%
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, as amended by Amendment No. 1 dated June 3, 1998 (the "Schedule
13G"), relating to the Units of Spiros Development Corporation II, Inc. (the
"Issuer"). Unless otherwise indicated, all defined terms used herein shall
have the same meanings as those set forth in the Schedule 13G.
Item 4. Ownership.
Item 4 is 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 106,700 Units held by Offshore, which constitutes
approximately 1.7% of the outstanding Units. Also, 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 53,700
Units held by Finance, which constitutes approximately 0.8% of the
outstanding Units.
Pursuant to Rule 13d-3(a), Finance is the beneficial owner of 53,700
Units, which constitutes approximately 0.8% 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 160,400 Units, which
constitutes approximately 2.5% 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 53,700 Units, which constitutes approximately 0.8% 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 160,400 Units, which constitutes approximately 2.5% 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 Units of the Issuer.
(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
106,700 Units. Also, 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 53,700 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 53,700 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 106,700
Units and the shared power to vote or to direct the vote and to dispose or to
direct the disposition of 53,700 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 53,700 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 53,700 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 53,700 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 160,400 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 160,400 Units.
Item 5. Ownership of Five Percent or Less of a Class.
Item 5 is hereby amended and restated in its entirety as follows:
The Reporting Persons have ceased to be the beneficial owners of five
percent or more of the 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: February 5, 1999
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), previously filed.
