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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
CORIXA CORPORATION
(Name of Issuer)
Common Stock, Par Value, $0.001 Per Share
(Title of Class of Securities)
21887F100
(CUSIP Number)
April 8, 1999
(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)
Mark R. Beatty
Preston Gates & Ellis LLP
701 Fifth Avenue, Suite 5000
Seattle, Washington 98104
(206) 623-7580
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
*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.: 21887F100
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1 NAME OF REPORTING PERSON
Castle Gate L.L.C.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
----------------
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Washington
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5 SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY 2,507,725
OWNED BY -------------------------------------------------
EACH 6 SHARED VOTING POWER
REPORTING
PERSON -0-
WITH -------------------------------------------------
7 SOLE DISPOSITIVE POWER
2,507,725
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8 SHARED DISPOSITIVE POWER
-0-
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,507,725
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.6%
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12 TYPE OF REPORTING PERSON
CO
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CUSIP No.: 21887F100
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1 NAME OF REPORTING PERSON
William H. Gates III
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
----------------
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5 SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY 2,507,725
OWNED BY -------------------------------------------------
EACH 6 SHARED VOTING POWER
REPORTING
PERSON -0-
WITH -------------------------------------------------
7 SOLE DISPOSITIVE POWER
2,507,725
-------------------------------------------------
8 SHARED DISPOSITIVE POWER
-0-
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,507,725
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.6%
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12 TYPE OF REPORTING PERSON
IN
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Item 1.
(a) NAME OF ISSUER: Corixa Corporation (the "Issuer")
(b) ADDRESS OF PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER:
1124 Columbia St., Suite 200
Seattle, WA 98104
Item 2.
(a) NAME OF PERSON FILING:
(1) Castle Gate L.L.C. ("Company"), a limited liability
company organized under the laws of the State of Washington
(2) William H. Gates III
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
(1) 2365 Carillon Point, Kirkland, Washington 98033
(2) One Microsoft Way, Redmond, WA 98052
(c) CITIZENSHIP:
(1) State of Washington
(2) United States
(d) TITLE OF CLASS OF SECURITIES: Common Stock, Par Value, $0.001
Per Share ("Common Stock")
(e) CUSIP NUMBER: 21887F100
Item 3. Not Applicable.
Item 4. OWNERSHIP.
(a) AMOUNT BENEFICIALLY OWNED: 2,507,725. On April 8, 1999, the
Company entered into an Equity Line of Credit and Securities
Purchase Agreement (the "Agreement") with the Issuer. Pursuant
to the Agreement, the Company agreed to provide the Issuer with
up to $50 million of equity capital under a line of credit and
the Issuer agreed to issue one share of Series A Preferred
Stock ("Preferred Stock") to the Company for each $1,000
provided pursuant to the line of credit. Upon execution of the
Agreement, the Issuer drew down $12,500,000 on the line of
credit and issued 12,500 shares of Preferred Stock to the
Company. The Preferred Stock is convertible into 1,470,588 shares
of Common Stock, subject to certain potential adjustments, as stated
in the Certificate of Designation of Rights, Preferences and
Privileges of Series A Preferred Stock of Corixa Corporation. In
addition, pursuant to the Agreement, the Issuer issued two
separate warrants (the "Warrants") to the Company to purchase
Common Stock. The Warrants are currently exercisable for a total
of 1,037,137 shares of Common Stock.
The Preferred Stock and Warrants were issued to the Company
and are held in the Company's name. William H. Gates III is a member
of the Company and has the sole power to direct the vote of the
Preferred Stock (on an as-converted basis) and the vote and
disposition of the Common Stock issuable upon conversion of the
Preferred Stock and exercise of the Warrants.
(b) PERCENT OF CLASS: 14.6%.
(c) NUMBER OF SHARES AS TO WHICH THE PERSON HAS:
(i) Sole power to vote or to direct the vote 2,507,725. Includes
all shares of Common Stock issuable upon conversion of the
Preferred Stock and exercise of the Warrants issued to and
held by the Company. William H. Gates III has the sole power
to direct the vote of the Preferred Stock (on an as-converted
basis) and the Common Stock issuable upon conversion of the
Preferred Stock and exercise of the Warrants.
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(ii) Shared power to vote or to direct the vote -0-.
(iii) Sole power to dispose or to direct the disposition of:
2,507,725. Includes all shares of Common Stock issuable upon
conversion of the Preferred Stock and exercise of the Warrants
issued to and held by the Company. William H. Gates III has
the sole power to direct the disposition of the Common Stock
issuable upon conversion of the Preferred Stock and exercise
of the Warrants.
(iv) Shared power to dispose or to direct the disposition of: -0-.
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not Applicable
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON:
Under certain circumstances, the other member of the Company is
entitled to receive a portion of the profits from a sale of the
Common Stock.
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY:
Not Applicable
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable
Item 9. NOTICE OF DISSOLUTION OF A GROUP:
Not Applicable
Item 10. CERTIFICATION:
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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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.
April 19, 1999
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Date
Castle Gate L.L.C.
By /s/ Michael Larson
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Michael Larson, Manager
The undersigned, on April 19, 1999, agrees and consents to the joint
filing on his behalf of this Schedule 13G in connection with his beneficial
ownership of the Common Stock, par value, $0.001 per share of Corixa
Corporation.
/s/ William H. Gates III
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By Michael Larson, Attorney in Fact
Duly authorized under Power of Attorney dated March 31, 1999, by and on
behalf of William H. Gates III.
EXHIBITS
EXHIBIT 1.1 Special Power of Attorney Appointing Michael Larson Attorney in
Fact dated March 31, 1999.
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EXHIBIT 1.1
SPECIAL POWER OF ATTORNEY
I, William H. Gates III, hereby appoint Michael Larson, my true and
lawful attorney in fact for purposes of my separate investment(s) to purchase,
sell (including short sales), dispose of, liquidate, transfer, exchange and/or
otherwise participate in, common or preferred stock, debt (including
convertible debt), interests or memberships in corporations, limited
partnerships, limited liability partnerships, and/or limited liability
companies, subject to the limitations stated below. I hereby give Michael
Larson full power and authority to sign, execute, deliver and acknowledge all
necessary or convenient agreements, amendments, extensions, consents,
resolutions and consent resolutions, joint representation letters and waivers
of conflicts of interest, proxies and other similar types of documents or
instruments related to any such investment(s) and to file any and all documents
and forms with any governmental office or agency, whether U.S., foreign, state
or local government (including, without limitation, the U.S. Securities &
Exchange Commission and state securities administrators or commissions), any
stock exchange or stock quotation system (including without limitation the
Nasdaq Stock Market), as may be required under applicable laws, or rules and
regulations of any stock exchange or stock quotation system, and do and perform
all and every act and thing whatsoever requisite and necessary or convenient to
be done related to any such investment(s), as fully to all intents and purposes
as I might or could do if personally present.
The powers granted herein shall not include any direct investment in
real estate, general partnerships, joint ventures and/or any investments
resulting in unlimited liability. In addition, with regard to any transaction
involving an investment (or series of related investments involving the same
issuer or affiliates of the issuer of any securities being purchased, sold,
exchanged, or transferred) for my account in excess of $100,000,000, Michael
Larson shall have first received my consent to such investment or transaction,
evidenced by a written or email communication.
In addition to the foregoing, I hereby give Michael Larson full power
and authority to sign, execute, deliver and acknowledge all necessary or
convenient documents and to take such other actions on my behalf as I may from
time to time direct or authorize, as evidenced by a written or email
communication from the undersigned. The scope of this power of attorney may be
expanded by such written or email communication and may include matters that
are otherwise limited by, or not within the scope of, this instrument,
including, for illustrative purposes only, real estate, partnerships, joint
ventures and matters not of an investment nature.
This Power of Attorney may be terminated at any time by the undersigned
by providing a written or email notice of such termination to Michael Larson
and to Christopher M. Carletti, Preston Gates & Ellis, 5000 Columbia Center,
701 Fifth Avenue, Seattle, WA 98104, (206) 623-7580; provided, however,
notwithstanding any of the foregoing, this Power of Attorney shall
automatically terminate and be of no further force or effect on and after the
first anniversary date of its signing. As long as any person dealing with
Michael Larson has no knowledge that this Power of Attorney has been revoked,
such person is entitled to rely upon this Power of Attorney
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upon Michael Larson's representation that it is still in effect and that (if
applicable) he has received any required consent of the undersigned.
IN WITNESS WHEREOF, I have hereunto set my hand and seal on this 31 day
of March, 1999.
/s/ William H. Gates III
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William H. Gates III
/s/ Wendy Lee Langen /s/ Erin Stidd
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WITNESS WITNESS
STATE OF WASHINGTON )
) ss
COUNTY OF KING )
ON THIS DAY personally appeared before me William H. Gates III, to me
known to be the individual described in and who executed the within and
foregoing instrument and acknowledged that he signed the same as his free and
voluntary act and deed for the uses and purposes therein mentioned.
GIVEN UNDER my hand and official seal this 31 day of March, 1999
/s/ Christine Turner
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NOTARY PUBLIC
Christine Turner
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Print Name
My appointment expires: 11/07/00
[Seal or Stamp]
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