SCHEDULE 13D
Amendment No. 1
Sepracor Incorporated
common stock
Cusip # 817315104
Cusip # 817315104
Item 1: Reporting Person - FMR Corp. - (Tax ID: 04-2507163)
Item 4: PF
Item 6: Commonwealth of Massachusetts
Item 7: 64,400
Item 8: None
Item 9: 3,198,544
Item 10: None
Item 11: 3,698,854
Item 13: 12.95%
Item 14: HC
PREAMBLE
The filing of this Schedule 13D is not, and should not be
deemed to be, an admission that such Schedule 13D is required to
be filed. See the discussion under Item 2.
Item 1. Security and Issuer.
This statement relates to shares of the common stock, $0.01
par value (the "Shares") of Sepracor Incorporated, a Delaware
corporation (the "Company"). The principal executive offices of
the Company are located at 111 Locke Drive, Marlborough, MA
01757.
Item 2. Identity and Background.
Item 2 is amended as follows:
This statement is being filed by FMR Corp., a Massachusetts
Corporation ("FMR"). A separate Schedule 13D is being filed by
Fidelity International Limited, a Bermuda joint stock company
incorporated for an unlimited duration by private act of the
Bermuda legislature ("FIL"). FMR is a holding company one of
whose principal assets is the capital stock of a wholly-owned
subsidiary, Fidelity Management & Research Company ("Fidelity"),
which is also a Massachusetts corporation. Fidelity is an
investment advisor which is registered under Section 203 of the
Investment Advisors Act of 1940 and which provides investment
advisory services to more than 30 investment companies which are
registered under Section 8 of the Investment Company Act of 1940
and serves as investment advisor to certain other funds which are
generally offered to limited groups of investors (the "Fidelity
Funds"). Fidelity Management Trust Company ("FMTC"), a wholly-
owned subsidiary of FMR Corp. and a bank as defined in Section
3(a)(6) of the Securities Exchange Act of 1934, serves as trustee
or managing agent for various private investment accounts,
primarily employee benefit plans and serves as investment adviser
to certain other funds which are generally offered to limited
groups of investors (the "Accounts"). Various directly or
indirectly held subsidiaries of FMR are also engaged in
investment management, venture capital asset management,
securities brokerage, transfer and shareholder servicing and real
estate development. The principal offices of FMR, Fidelity, and
FMTC are located at 82 Devonshire Street, Boston, Massachusetts
02109.
FIL is an investment adviser which provides investment
advisory and management services to a number of non-U.S.
investment companies or instrument trusts (the "International
Funds") and certain institutional investors. Prior to June 30,
1980, FIL was a majority-owned subsidiary of Fidelity. On that
date, the shares of FIL held by Fidelity were distributed, as a
dividend, to the shareholders of FMR. FIL currently operates as
an entity independent of FMR and Fidelity, with certain common
shareholders. The International Funds and FIL's other clients,
with the exception of Fidelity and an affiliate of Fidelity, are
non-U.S. entities. Various foreign-based subsidiaries of FIL are
also engaged in investment management. The principal office of
FIL is located at Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda.
Members of the Edward C. Johnson 3d family are the
predominant owners of Class B shares of common stock of FMR
representing approximately 49% of the voting power of FMR. Mr.
Johnson 3d owns 12.0% and Abigail Johnson owns 24.5% of the
aggregate outstanding voting stock of FMR. Mr. Johnson 3d is the
Chairman of FMR. The Johnson family group and all other Class B
shareholders have entered into a shareholders' voting agreement
under which all Class B shares will be voted in accordance with
the majority vote of Class B shares. Accordingly, through their
ownership of voting common stock and the execution of the
shareholders' voting agreement, members of the Johnson family may
be deemed, under the Investment Company Act of 1940, to form a
controlling group with respect to FMR. The business address and
principal occupation of Mr. Johnson 3d is set forth in Schedule A
hereto.
In addition, a partnership controlled by Mr. Johnson and
members of his family own shares of FIL voting stock with the
right to cast approximately 47.22% of the total votes which may
be cast by all holders of FIL voting stock. Mr. Johnson 3d is
Chairman of FMR and FIL. FMR and FIL are separate and
independent corporate entities. FMR and FIL are managed
independently and their boards of Directors are generally
composed of different individuals. Their investment decisions
are made independently, and clients are different organizations.
The business address and principal occupation of Mr. Johnson 3d
is set forth in Schedule A hereto.
The Shares to which this statement relates are owned
directly by twenty-one of the Fidelity Funds, sixteen of the
Accounts, and by Fidelity International Limited, through its
subsidiaries and affiliates.
FMR and FIL are of the view that they are not acting as a
"group" for purposes of Section 13(d) under the Securities
Exchange Act of 1934 (the "1934 Act") and that they are not
otherwise required to attribute to each other the "beneficial
ownership" of securities "beneficially owned" by the other
corporation within the meaning of Rule 13d-3 promulgated under
the 1934 Act. Therefore, they are of the view that the Shares
held by the other corporations need not be aggregated for
purposes of Section 13(d). However, FMR is making this filing on
a voluntary basis as if all of the Shares are beneficially owned
by FMR and FIL on a joint basis.
The name, residence or business address, principal
occupation or employment and citizenship of each of the executive
officers and directors of FMR are set forth in Schedule A hereto.
Within the past five years, none of the persons named in
this Item 2 or listed on Schedule A has been convicted in any
criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to any civil proceeding and as
a result thereof was or is subject to any judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to federal or state securities laws
or finding any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended as follows:
The Fidelity Funds own 3,128,344 Shares (assuming conversion
of all convertibles held) the cost of which is $228,248,528. The
Fidelity Funds used their own assets in making such purchase and
no part of the purchase price is represented by borrowed funds.
The attached Schedule B sets forth Shares purchased and/or sold
since January 28, 1999.
The Accounts of FMTC own 70,200 Shares the cost of which is
$3,995,983. The Accounts used their own assets in making such
purchase and no part of the purchase price is represented by
borrowed funds. The attached Schedule B sets forth Shares
purchased and/or sold since January 28, 1999.
The International Funds own 500,310 Shares the cost of which
is $269,017,719. The International Funds and accounts used their
own assets in making such purchase and no part of the purchase
price is represented by borrowed funds.
Item 4. Purpose of Transaction.
Item 4 is amended as follows:
The purpose of Fidelity and FMTC in having the Fidelity
Funds and the Accounts purchase Shares (see Item 5 below) is to
acquire an equity interest in the Company in pursuit of specified
investment objectives established by the Board of Trustees of the
Fidelity Funds and by the investors in the Accounts.
Fidelity and FMTC, respectively, may continue to have the
Fidelity Funds and the Accounts purchase Shares subject to a
number of factors, including, among others, the availability of
Shares of sale at what they consider to be reasonable prices and
other investment opportunities that may be available to the
Fidelity Funds and Accounts.
Fidelity and FMTC, respectively, intend to review
continuously the equity position of the Fidelity Funds and
Accounts in the Company. Depending upon future evaluations of
the business prospects of the Company and upon other
developments, including, but not limited to, general economic and
business conditions and money market and stock market conditions,
Fidelity may determine to cease making additional purchases of
Shares or to increase or decrease the equity interest in the
Company by acquiring additional Shares, or by disposing of all or
a portion of the Shares.
Neither Fidelity nor FMTC has any present plan or proposal
which relates to or would result in (i) an extraordinary
corporate transaction, such as a merger, reorganization,
liquidation, or sale of transfer of a material amount of assets
involving the Company or any of its subsidiaries, (ii) any change
in the Company's present Board of Directors or management, (iii)
any material changes in the Company's present capitalization or
dividend policy or any other material change in the Company's
business or corporate structure, (iv) any change in the Company's
charter or by-laws, or (v) the Company's common stock becoming
eligible for termination of its registration pursuant to Section
12(g)(4) of the 1934 Act.
Item 5. Interest in Securities of Issuer.
Item 5 is amended as follows:
Although Item 5 assumes that FMR, Fidelity, FMTC, and FIL
beneficially own all 3,698,854 Shares, reference is made to Item
2 for a disclaimer of beneficial ownership with respect to the
securities which are "beneficially owned" by the other
corporations.
(a) FMR beneficially owns, through Fidelity, as investment
advisor to the Fidelity Funds, 3,128,344 Shares, or approximately
10.95% of the outstanding Shares of the Company, and through
FMTC, the managing agent for the Accounts, 70,200 Shares, or
approximately 0.25% of the outstanding Shares of the Company.
The number of Shares held by the Fidelity Funds includes 56,260
Shares of common stock resulting from the assumed conversion of
$2,665,000 principal amount of 6.25% CSD 2/15/05 144A (21.111
shares of common stock for each $1000 principal amount of the
debenture), and 8,444 Shares of common stock resulting from the
assumed conversion of $400,000 principal amount of 6.25% CSD
2/15/05 (21.111 shares of common stock for each $1000 principal
amount of the debenture), and 40,040 Shares of common stock
resulting from the assumed conversion of $5,000,000 principal
amount of 7% CSD 12/15/05 144A (8.008 shares of common stock for
each $1000 principal amount of the debenture). FIL beneficially
owns, as investment advisor to the International Funds, 500,310
Shares, or approximately 1.75% of the outstanding Shares of the
Company. Neither FMR, Fidelity, FMTC, nor any of its affiliates
nor, to the best knowledge of FMR, any of the persons named in
Schedule A hereto, beneficially owns any other Shares. The
combined holdings of FMR, Fidelity, FMTC, and FIL are 3,698,854
Shares, or approximately 12.95% of the outstanding Shares of the
Company.
(b) FMR, through is control of Fidelity, investment advisor
to the Fidelity Funds, and the Funds each has sole power to
dispose of the Shares. Neither FMR nor Mr. Johnson has the sole
power to vote or direct the voting of the 3,128,344 Shares owned
directly by the Fidelity Funds, which power resides with the
Funds' Boards of Trustees. Fidelity carries out the voting of
the Shares under written guidelines established by the Funds'
Board of Trustees. FMR, through its control of FMTC, investment
manager to the Accounts, and the Accounts each has sole
dispositive power over 70,200 Shares and sole power to vote or to
direct the voting of 64,400 Shares, and no power to vote or to
direct the voting of 5,800 Shares owned by the Accounts.
(c) Except as set forth in Schedule B, neither FMR, or any
of its affiliates, nor, to the best knowledge of FMR, any of the
persons named in Schedule A hereto has effected any transaction
in Shares during the past sixty (60) days.
Item 6. Contract, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Neither FMR nor any of its affiliates nor, to the best
knowledge of FMR, any of the persons named in Schedule A hereto
has any joint venture, finder's fee, or other contract or
arrangement with any person with respect to any securities of the
Company.
The Funds and Accounts may from time to time own debt
securities issued by the Company or its direct or indirect
subsidiaries, and may from time to time purchase and/or sell such
debt securities.
Item 7. Material to be Filed as Exhibits.
Not Applicable.
This statement speaks as of its date, and no inference
should be drawn that no change has occurred in the facts set
forth herein after the date hereof.
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.
FMR Corp.
DATE: February 23, 1999 By: /s/Eric D.
Roiter
Eric D. Roiter
V.P. & General Counsel - FMR Co.
Duly authorized under Powers of
Attorney dated December 30,
1997, by and on behalf of FMR
Corp. and its direct and
indirect subsidiaries
SCHEDULE A
The name and present principal occupation or employment of
each executive officer and director of FMR Corp. are set forth
below. The business address of each person is 82 Devonshire
Street, Boston, Massachusetts 02109, and the address of the
corporation or organization in which such employment is conducted
is the same as his business address. All of the persons listed
below are U.S. citizens.
POSITION WITH PRINCIPAL
NAME FMR CORP. OCCUPATION
Edward C. Johnson 3d CEO, Director &
Director & Chairman
Chairman of the of the Board FMR Co.
Board FMR Corp. FMR (Far East) Inc.
FMR (UK) Inc. & FIL.
J. Gary Burkhead Director and Vice Chairman Director
FMTC of FMR Corp.
Institutional Services Co.
President, FIIS Co.
Inc.
James C. Curvey Director and Vice Chairman, President
and Chief Operating of FMR Corp.
Officer, FMR
William L. Byrnes Director, FMR Corp. Director, Fidelity
International
Ltd.
Abigail P. Johnson Director, FMR Corp. Director, Fidelity
Management
Trust Company;
Senior Vice
President, FMR Co.
George A. Vanderheiden Director, FMR Corp.
Senior Vice President, Fidelity
Management & Research
Company; Senior Vice
President, Fidelity
Management
Trust Company
Stephen P. Jonas Executive Vice President, Executive
Vice President,
Chief Financial Officer, FMR Chief
Financial Officer, FMR
Corp. Corp.
David C. Weinstein Executive Vice President, Executive
Vice President,
Administration and Administration and
Government
Government Affairs, FMR Affairs, FMR
Corp.
Corp.
SCHEDULE B
Sepracor Incorporated
Seven Fidelity Fund(s) purchased Shares since January 28, 1999 at
the dates and at the prices set forth below. The transactions
were made for cash in open market transactions or with other
investment companies with the same or an affiliated investment
advisor.
DATE SHARES PRICE
01/28/99 2,600 108.6136
01/28/99 52,400 108.6136
01/29/99 5,500 114.0000
01/29/99 2,500 114.7440
01/29/99 1,800 115.2500
01/29/99 20,400 114.0000
01/29/99 50,000 114.7440
01/29/99 8,200 115.2500
01/29/99 4,100 114.0000
02/01/99 3,300 113.7500
02/01/99 1,200 113.9700
02/01/99 1,200 114.0000
02/01/99 18,300 113.7500
02/01/99 21,500 114.0000
02/01/99 23,800 113.9700
02/01/99 3,400 113.7500
02/01/99 2,300 114.0000
02/02/99 1,700 111.6607
02/02/99 500 111.5000
02/02/99 2,400 111.1250
02/02/99 200 111.6607
02/02/99 43,100 111.1250
02/02/99 33,100 111.6607
02/02/99 9,500 111.5000
02/02/99 4,500 111.1250
02/03/99 2,400 112.4000
02/03/99 47,600 112.4000
02/04/99 1,900 113.0860
02/04/99 700 113.0860
02/04/99 36,500 113.0860
02/04/99 1,000 112.3750
02/05/99 400 109.8750
02/05/99 900 110.1875
02/05/99 900 110.1813
02/05/99 300 110.0000
02/05/99 1,100 109.8750
02/05/99 2,800 110.1875
02/05/99 2,800 110.1813
02/05/99 100 110.0000
02/05/99 14,800 109.8750
02/05/99 44,400 110.1875
02/05/99 44,400 110.1813
02/05/99 6,900 110.0000
02/05/99 2,800 109.8750
02/08/99 100 112.0000
02/08/99 100 106.7500
02/08/99 100 107.0000
02/08/99 100 107.0000
02/08/99 100 106.6250
02/08/99 400 112.0000
02/08/99 400 106.7500
02/08/99 700 107.0000
02/08/99 700 107.0000
02/08/99 300 106.6250
02/08/99 12,100 112.0000
02/08/99 12,300 106.7500
02/08/99 20,400 107.0000
02/08/99 18,100 107.0000
02/08/99 9,400 106.6250
02/08/99 2,100 112.0000
02/08/99 2,000 106.7500
02/08/99 3,400 107.0000
02/08/99 3,100 107.0000
02/09/99 200 108.1250
02/09/99 50,000 108.0000
02/09/99 50,000 107.7875
02/10/99 37,500 109.3958
02/11/99 65,000 115.9639
02/12/99 12,500 117.2500
02/12/99 10,000 117.7656
02/18/99 7,800 128.2813
02/18/99 2,200 128.2813
SCHEDULE B
Sepracor Incorporated
Eight Fidelity Fund(s) sold Shares since January 28, 1999 at the
dates and at the prices set forth below. The transactions were
made for cash in open market transactions or with other
investment companies with the same or an affiliated investment
advisor.
DATE SHARES PRICE
01/29/99 5,500 $114.0000
01/29/99 20,400 114.0000
01/29/99 1,800 115.2500
01/29/99 8,200 115.2500
01/29/99 4,100 114.0000
02/01/99 3,300 113.7500
02/01/99 21,500 114.0000
02/01/99 18,300 113.7500
02/01/99 1,200 114.0000
02/01/99 3,400 113.7500
02/01/99 2,300 114.0000
02/02/99 43,100 111.1250
02/02/99 500 111.5000
02/02/99 9,500 111.5000
02/02/99 2,400 111.1250
02/02/99 4,500 111.1250
02/05/99 400 109.8750
02/05/99 1,100 109.8750
02/05/99 14,800 109.8750
02/05/99 800 109.8750
02/05/99 900 110.1875
02/05/99 2,800 110.1875
02/05/99 44,400 110.1875
02/05/99 1,900 110.1875
02/05/99 2,800 109.8750
02/08/99 100 112.0000
02/08/99 100 106.7500
02/08/99 100 107.0000
02/08/99 100 107.0000
02/08/99 400 112.0000
02/08/99 400 106.7500
02/08/99 700 107.0000
02/08/99 700 107.0000
02/08/99 12,100 112.0000
02/08/99 12,300 106.7500
02/08/99 20,400 107.0000
02/08/99 18,100 107.0000
02/08/99 300 112.0000
02/08/99 200 106.7500
02/08/99 400 107.0000
02/08/99 400 107.0000
02/08/99 2,200 107.2500
02/08/99 2,100 112.0000
02/08/99 2,000 106.7500
02/08/99 3,400 107.0000
02/08/99 3,100 107.0000
02/08/99 400 107.2500
02/09/99 50,000 108.0000
02/12/99 12,500 117.2500
02/12/99 7,500 116.4375
02/17/99 10,000 120.0625
02/18/99 10,000 138.0000
02/19/99 57,800 127.4143
02/19/99 70 127.4143
02/19/99 50,000 127.4143
02/19/99 92,200 127.4143
SCHEDULE B
Sepracor Incorporated
One Fidelity Fund(s) purchased Sepracor 7% CSD 12/15/05 144A
since January 28, 1999 at the dates and at the prices set forth
below. The transactions were made for cash in open market
transactions or with other investment companies with the same or
an affiliated investment advisor.
DATE SHARES PRICE
1/28/99 2,000,000 $110.1250
1/29/99 1,000,000 117.7500
SCHEDULE B
Sepracor Incorporated
Four Account(s) purchased Shares since January 28, 1999 at the
dates and at the prices set forth below. The transactions were
made for cash in open market transactions or with other
investment companies with the same or an affiliated investment
advisor.
DATE SHARES PRICE
02/01/99 300 $114.4690
02/01/99 1,400 114.4690
02/01/99 4,100 114.4690
02/12/99 5,000 115.7500
02/16/99 200 116.8750
02/19/99 1,500 129.3125
SCHEDULE B
Sepracor Incorporated
Two Account(s) sold Shares since January 28, 1999 at the dates
and at the prices set forth below. The transactions were made
for cash in open market transactions or with other investment
companies with the same or an affiliated investment advisor.
DATE SHARES PRICE
02/02/99 300 $113.0000
02/09/99 100 107.1880
02/09/99 1,300 108.1250
