SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D*
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
Applied Molecular Evolution, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
03823E108
(CUSIP Number)
Peter K. Hilal, MD
c/o Hilal Capital Management LLC
60 East 42nd Street, Suite 1946
New York, NY 10165
(212) 953-1003
(Name, address and telephone
number of person authorized to
receive notices and communications)
July 27, 2000
(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(e), 13d-1(f) or 13d-1(g), check
the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
(Continued on following pages)
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*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 the disclosures provided in a prior cover page.
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CUSIP No. 03823E108 13D Page 2 of 10 Pages
The information required in the remainder of this cover page shall not
be deemed to be "filed" for purposes 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. 03823E108 13D Page 3 of 10 Pages
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Peter K. Hilal, M.D.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
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(3) SEC USE ONLY
------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
OO/WC
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF (7) SOLE VOTING POWER
2,500,867
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
0
OWNED BY --------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
2,500,867
REPORTING --------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
0
------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,500,867
------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
10.7%
------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
IN
------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 03823E108 13D Page 4 of 10 Pages
Item 1. Security and Issuer.
This statement relates to shares of common stock, par value $0.001 (the
"Common Stock") of Applied Molecular Evolution, Inc. (the "Company"). The
Company's principal executive offices are located at 3520 Dunhill Street, San
Diego, CA 92121.
Item 2. Identity and Background.
(a) This statement is filed by:
(i) Hilal Capital QP, LP ("HCQP"), a Delaware limited partnership,
with respect to the shares of Common Stock owned by it; (ii) Hilal
Capital, LP ("HCLP"), a Delaware limited partnership, with respect
to the shares of Common Stock owned by it; (iii) Hilal Capital
Associates LLC ("HCA"), a Delaware limited liability company, with
respect to the shares of Common Stock owned by it; (iv) Hilal
Capital International, Ltd. ("HCI"), a Cayman Islands company, with
respect to the shares of Common Stock owned by it; and (v) Peter K.
Hilal, MD ("Dr. Hilal"), with respect to the shares of Common Stock
directly owned by HCQP, HCLP, HCI and HCA.
The general partner of HCQP, HCLP and managing member
of HCA is Hilal Capital Partners, LLC ("HCP"), a Delaware
limited liability company. Hilal Capital Management LLC
("HCM"), a Delaware limited liability company, serves as
investment manager to HCI and to another discretionary
account ("the Account"). Dr. Hilal serves as managing
member of HCP and HCM.
Dr. Hilal is hereinafter sometimes referred to as the
"Reporting Person". Any disclosures herein with respect to
persons other than the Reporting Person are made on
information and belief after making inquiry to the
appropriate party.
(b) The address of the business office of the Reporting Person
is 60 East 42nd Street, Suite 1946, New York, New York
10165.
(c) The principal business of each of HCQP, HCLP, HCI and HCA is
that of a private investment firm engaging in the purchase
and sale of securities for investment for its own account.
The principal business of HCP is serving as general partner
to HCQP, HCLP and the managing member of HCA.
The principal business of HCM is that of an investment
manager on behalf of HCI and the Account. The principal
business of Dr. Hilal is as the Managing Member of HCP and
HCM.
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CUSIP No. 03823E108 13D Page 5 of 10 Pages
(d) None of the persons referred to in paragraph (a) above has,
during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the persons referred to in paragraph (a) above 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.
(f) HCQP and HCLP are limited partnerships organized under the
laws of the State of Delaware. HCP, HCM and HCA are limited
liability companies organized under the laws of the State of
Delaware. HCI is a Cayman Islands company. Dr. Hilal is a
United States citizen.
Item 3. Source and Amount of Funds and Other Consideration.
On July 27, 2000, in connection with the Company's initial public
offering, HCQP, HCLP, HCI, HCA and the Account converted an aggregate of
2,222,222 shares of Series F Preferred Stock into 2,222,222 shares of Common
Stock.
On July 27, 2000, in the Company's initial public offering, HCQP, HCLP
and HCI purchased 278,645 shares of Common Stock. The source of funds was
working capital.
On July 31, 2000, the Account contributed shares of Common Stock of the
Company to HCI in an exchange for shares of HCI. The Common Stock of the
Company had a market value of 26 3/8 per share as of July 31, 2000, the
effective date of such contribution.
Item 4. Purpose of the Transaction.
Each of the persons herein acquired the shares of Common Stock for
investment purposes, and they intend to evaluate the performance of such
securities as an investment in the ordinary course of business. The persons
herein pursue an investment objective that seeks capital appreciation. In
pursuing this investment objective, the persons herein analyze the
operations, capital structure and markets of companies in which they invest,
including the Company, on a continuous basis through analysis of
documentation and discussions with knowledgeable industry and market
observers and with representatives of such companies (often at the invitation
of management).
Each of the persons herein will continuously assess the Company's
business, financial condition, results of operations and prospects, general
economic conditions, the securities markets in general and those
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CUSIP No. 03823E108 13D Page 6 of 10 Pages
for the Company's securities in particular, other developments and other
investment opportunities. Depending on such assessments, the persons herein
may acquire additional shares of Common or may determine to sell or otherwise
dispose of all or some of its holdings of shares of Common Stock. Such
actions will depend upon a variety of factors, including, without limitation,
current and anticipated future trading prices for the Common Stock, the
financial condition, results of operations and prospects of the Company,
alternate investment opportunities, and general economic, financial market
and industry conditions.
None of the persons herein have plans or proposals which relate to, or
could result in, any of the matters referred to in paragraphs (a) through
(j), inclusive, of Item 4 of the instructions to Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The approximate aggregate percentage of Common Stock
reported beneficially owned by each person herein is based
upon the 23,364,736 shares of Common Stock outstanding at
August 31, 2000, as reported in the Company's 10Q for the
quarterly period ended June 30, 2000 and filed on September
8, 2000.
As of the close of business on July 27, 2000:
(i) Dr. Hilal does not directly own shares of Common
Stock. By reason of the provisions of Rule 13d-3 of the
Securities Exchange Act of 1934, as amended (the "Act"),
Dr. Hilal may be deemed to own beneficially the 2,500,867
shares of Common Stock held by HCQP, HCLP, HCA, HCI and
the Account constituting approximately 10.7% of the shares
of Common Stock outstanding.
(ii) In the aggregate, the persons herein beneficially own
2,500,867 shares of Common Stock, constituting 10.7% of the
shares outstanding.
(b) HCQP and HCLP have the power to dispose of and the power to
vote the shares of Common Stock owned by them, which power
may be exercised by their general partner, HCP. HCA has
the power to dispose of and the power to vote the shares of
Common Stock owned by it, which power may be exercised by
its managing member, HCP. Dr. Hilal, HCP's managing
member, has the power to dispose of and the power to vote
the shares of Common Stock owned by HCQP, HCLP and HCP.
HCI and the Account are parties to an investment management
agreement with HCM pursuant to which HCM has investment
authority with respect to securities held by HCI and the
Account. Such authority includes the power to dispose of
and the power to vote securities held. Such power may be
exercised by HCM's managing member, Dr. Hilal. Dr. Hilal,
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CUSIP No. 03823E108 13D Page 7 of 10 Pages
as the managing member of HCM and HCP, has the power to
dispose of and the power to vote the Common Stock held by
each of the persons herein.
(c) The transaction dates, number of shares of Common Stock
purchased or sold and price per share for all transactions
in the Common Stock from the 60th day prior to July 27,
2000 until July 27, 2000 by HCQP, HCLP, HCA and HCM (on
behalf of HCI and the Account), are set forth in Schedule
A. Dr. Hilal has not directly bought or sold any shares of
Common Stock from the 60th day prior to July 27, 2000 until
the date of this filing.
(d) No person other than each respective record owner of shares
of Common Stock referred to herein is known to have the
right to receive or the power to direct the receipt of
dividends from or the proceeds of sale of such shares of
Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Other than the Joint Acquisition Statement attached as Exhibit 1 hereto,
there are no contracts, arrangements, understandings or relationships (legal
or otherwise) among the persons named in Item 2 hereof and between such
persons and any person with respect to any securities of the Company,
including but not limited to transfer or voting of any other securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, divisions of profits or loss, or the giving or
withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
There is filed herewith as Exhibit 1 a written agreement relating to the
filing of joint acquisition statements as required by Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended.
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CUSIP No. 03823E108 13D Page 8 of 10 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: October 17, 2000
/s/Peter K. Hilal
Dr. Peter K. Hilal, as the managing
member of Hilal Capital Partners LLC, on
behalf of Hilal Capital, LP, Hilal
Capital QP, LP , and Hilal Capital
Associates LLC and as the managing
member of Hilal Capital Management LLC
on behalf of Hilal Capital
International, Ltd. and the Account
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CUSIP No. 03823E108 13D Page 9 of 10 Pages
Schedule A
HILAL CAPITAL QP, LP
HILAL CAPITAL, LP
HILAL CAPITAL ASSOCIATES LLC
HILAL CAPITAL MANAGEMENT LLC
Number of Price Per Share
Shares of (including commissions,
Date of Common Stock if any)
Transaction Purchased/(Sold)
07/27/00 278,645 19.00
07/31/00 444,445 (See note 1)
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1 This transaction represents shares of the Company transferred from the
Account to HCI in exchange for shares of HCI. The Common Stock of the
Company had a market value of $26 3/8 per share as of July 31, 2000, the
effective date of the transfer.
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CUSIP No. 03823E108 13D Page 10 of 10 Pages
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-1(k)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned, and that all
subsequent amendments to this statement on Schedule 13D shall be filed on
behalf of each of the undersigned without the necessity of filing additional
joint acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the
completeness and accuracy of the information concerning him or it contained
therein, but shall not be responsible for the completeness and accuracy of
the information concerning the others, except to the extent that he or it
knows or has reason to believe that such information is inaccurate.
Dated: [ , 2000]
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/s/
Dr. Peter K. Hilal, as the managing
member of Hilal Capital Partners LLC, on
behalf of Hilal Capital, LP, Hilal
Capital QP, LP and Hilal Capital
Associates LLC and as the managing
member of Hilal Capital Management LLC
on behalf of Hilal Capital
International, Ltd. and the Account
<PAGE>
