SCHEDULE 13D
Amendment No.0
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: 59,400
Item 8: None
Item 9: 2,886,190
Item 10: None
Item 11: 3,378,240
Item 13: 11.83%
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, $0.00
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.
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 eighteen of the Fidelity Funds, twelve 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.
The Fidelity Funds own 2,826,790 Shares, the cost of which
is $166,023,789.07. 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 October 20, 1998.
The Accounts of FMTC own 59,400 Shares, the cost of which is
$2,607,272.21. The Accounts of FMTC 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 October 20, 1998.
The International Funds and accounts own 492,050 Shares, the
cost of which is $265,557,029.05. The International Funds 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.
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.
Although Item 5 assumes that FMR, Fidelity, FMTC, and FIL
beneficially own all 3,378,240 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, 2,826,790 Shares, or approximately
9.90% of the outstanding Shares of the Company, and through FMTC,
the managing agent for the Accounts, 59,400 Shares, or
approximately 0.21% of the outstanding Shares of the Company.
FIL beneficially owns, as investment advisor to the International
Funds, 492,050 Shares, or approximately 1.72% of the outstanding
Shares of the Company. Neither FMR, Fidelity, FMTC, Edward C.
Johnson 3d, 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 3,378,240 Shares, or
approximately 11.83% 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 2,826,790 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 59,400 Shares and sole power to vote or to
direct the voting of 59,400 Shares, and no power to vote or to
direct the voting of 0 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 5, 1999 By: /s/Eric D.
Roiter
Eric D. Roiter
VP & Genl Counsel
Duly authorized under Power 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
First Brands Corporation
Twenty-one Fidelity Fund(s) purchased Shares since October 20,
1998 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
10/23/98 400,800 $36.0758571
10/26/98 96,700 36.2687000
10/27/98 97,000 36.8621000
10/28/98 88,200 37.1840000
10/29/98 475,300 37.1056333
10/30/98 48,400 37.7750000
11/02/98 321,100 37.7533187
11/03/98 136,000 37.4903846
11/04/98 128,100 37.5937500
11/05/99 128,500 37.4062500
11/09/98 231,900 37.9444444
11/10/98 77,100 38.0486111
11/11/98 189,500 37.7351750
11/16/98 1,600 38.1250000
11/17/98 100,000 38.1025750
11/19/99 185,000 38.3684600
11/20/98 150,000 38.7246375
11/23/98 173,400 38.3750000
11/24/98 26,600 38.0000000
11/30/98 200 37.5000000
12/04/98 205,000 37.6250000
12/07/98 14,700 37.9673000
12/08/98 160,500 37.9309400
12/11/98 300 37.5000000
12/17/98 144,600 38.9583333
12/18/98 279,400 38.9874230
12/21/98 140,400 38.9721600
12/28/98 4,700 39.1250000
12/29/98 200 39.1875000
01/04/99 2,600 39.2500000
01/07/99 16,000 38.5742000
01/08/99 200 38.6250000
01/14/99 300,000 37.9785000
01/19/99 86,000 38.7898000
01/20/99 132,000 39.0019000
01/21/99 125,000 38.9025000
01/22/99 30,000 38.6354000
01/26/99 80,000 40.2473000
SCHEDULE B
First Brands Corporation
Six Fidelity Fund(s) sold Shares since October 20, 1998 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
11/02/98 100,000 $37.7767857
11/03/98 100,000 37.0721153
11/04/98 99,600 37.5937500
11/05/98 100,000 37.4062500
11/09/98 220,000 37.9531250
11/10/98 120,000 38.0455833
11/11/98 120,000 37.7500000
11/12/98 46,100 37.7308000
11/13/98 56,200 37.8750000
11/16/98 45,700 38.1485000
11/17/98 157,100 38.0923666
11/18/98 69,500 38.0975000
11/19/98 100,000 38.3125000
11/20/98 100,000 38.7187500
11/23/98 103,400 38.5000000
11/24/98 94,100 38.0000000
11/25/98 100,000 37.5000000
11/30/98 41,900 37.2933000
12/01/98 67,900 37.5920000
12/02/98 60,300 37.5916000
12/03/98 28,700 37.7167000
12/04/98 191,900 37.6936333
12/07/98 89,500 37.9564000
12/08/98 100,000 37.9375000
12/09/98 69,800 37.5691000
12/11/98 20,400 37.4974000
12/14/98 100,000 38.7813000
12/15/98 100,000 38.9915000
12/16/98 100,000 38.9636000
12/17/98 103,300 38.9638500
12/18/98 391,200 38.9791666
12/21/98 100,000 38.9687500
12/22/98 100,000 39.1447000
12/23/98 100,000 39.5148000
12/24/98 45,900 39.2425000
12/28/98 76,100 39.2325000
12/30/98 115,200 39.3067000
12/31/98 63,600 39.4824000
01/04/99 50,000 39.1646000
01/05/99 50,000 38.9686000
01/06/99 50,000 39.0000000
01/07/99 12,300 38.6078500
01/11/99 50,000 38.5252000
01/12/99 130,000 38.5715000
01/13/99 20,000 38.3750000
01/14/99 190,000 37.9515500
01/15/99 10,700 38.2625000
SCHEDULE B
First Brands Corporation
Fourteen Account(s) purchased Shares since October 20, 1998 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
10/27/98 3,000 $36.8621000
10/28/98 1,800 37.1840000
10/29/98 9,200 37.0805000
10/30/98 1,600 37.7750000
11/02/98 6,900 37.7678000
11/03/98 4,000 37.7083333
11/04/98 1,500 37.5937500
11/05/98 1,500 37.4062500
11/09/98 8,100 38.0000000
11/10/98 13,000 38.0312500
12/02/98 1,500 37.6250000
12/09/98 2,300 37.6875000
12/15/98 13,000 38.9688000
12/16/98 900 39.0625000
12/18/98 18,300 38.9697000
12/21/98 24,600 38.9858000
12/23/98 5,800 36.0944000
12/26/98 3,300 36.2687000
01/06/99 1,800 39.0000000
01/15/99 3,900 38.6250000
01/20/99 15,200 39.2188000
SCHEDULE B
First Brands Corporation
Four Accounts sold Shares since October 31, 1998 at the dates and
at the prices set forth below. The transactions were made for
cash in open market transactions.
DATE SHARES PRICE
11/03/98 30,000 $37.8125000
11/04/98 30,000 37.5937500
11/05/98 30,000 37.4062500
11/09/98 20,000 37.9375000
11/10/98 20,000 38.0013000
11/11/98 20,000 37.7500000
11/12/98 4,400 37.7308000
11/13/98 5,300 37.8750000
11/16/98 4,300 38.1485000
11/17/98 20,000 38.0125500
11/19/98 20,000 38.3125000
11/20/98 20,000 38.7187500
11/23/98 20,000 38.5000000
11/24/98 7,500 38.0000000
11/25/98 10,000 37.5000000
11/30/98 3,300 37.2933000
12/01/98 5,300 37.5920000
12/02/98 50,000 37.6875000
12/02/98 4,700 37.5916000
12/03/98 2,300 37.7167000
12/04/98 19,200 37.7279500
12/07/98 6,800 37.9564000
12/08/98 10,000 37.9375000
12/09/98 5,200 37.5691000
12/11/98 1,500 37.4974000
12/14/98 10,000 38.7813000
12/15/98 10,000 38.9915000
12/16/98 10,000 38.9636000
12/17/98 10,300 38.9638500
12/18/98 12,000 39.0000000
12/21/98 12,000 38.9791666
12/22/98 10,000 39.1447000
12/23/98 10,000 39.5148000
12/24/98 4,100 39.2425000
12/30/98 10,000 39.3067000
12/31/98 7,200 39.4824000
01/04/99 10,000 39.1646000
01/05/99 8,400 38.9686000
