June 2, 1998
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
VIA EDGAR
Re: Amendment No. 2 to Schedule 13D of J.P. Morgan & Co. Incorporated, J.P.
Morgan Capital Corporation and J.P. Morgan Investment Corporation
Dear Sirs:
On behalf of J.P. Morgan & Co. Incorporated, J.P. Morgan Capital Corporation
and J.P. Morgan Investment Corporation (together, the Reporting Persons), I
am filing pursuant to Rule 13d-2 under the Securities Exchange Act of 1934,
as amended (the Exchange Act), the Reporting Persons' Amendment No. 2 to
Schedule 13D, (the Amendment) a copy of which has been manually signed and
is in my records. The Amendment filed herewith relates to the Reporting
Persons' ownership of Shares of the Common Stock, par value $.001 per Share
of SEQUUS Pharmaceuticals, Inc., a Delaware corporation (the Company).
Separate copies of this letter, together with a copy of the Schedule 13D
filed herewith, are being sent to the Company and to the NASD by hand or
courier delivery.
Very truly yours,
/s/ Bee-Ann Benson
Legal Assistant
Attachment
cc: w/enclosures
SEQUUS Pharmaceuticals, Inc.
960 Hamilton Court
Menlo Park, California 94025
Attention: Sally Davenport, Corporate Secretary
National Association of Securities
Dealers, Inc.
9513 Key West Avenue
Rockville, MD 20850
Attention: Market Surveillance Dept.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 2
SEQUUS Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, par value $.001 per Share
(Title of Class of Securities)
(CUSIP No. 817471105
J. Edmund Colloton, J.P. Morgan & Co. Incorporated,
60 Wall Street, New York, New York 10260-0060
Telephone: (212) 648-3406
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 25, 1997
(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(b)(3) or (4), check the following box [ ].
(Continued on the following page(s))
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J.P. Morgan & Co. Incorporated
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ x ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE VOTING POWER:
0
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED VOTING POWER:
1,027,500
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE DISPOSITIVE POWER:
0
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED DISPOSITIVE POWER:
1,027,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
1,027,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
3.51%
14. TYPE OF REPORTING PERSON*:
HC, CO
* SEE INSTRUCTIONS TO SCHEDULE 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J.P. Morgan Capital Corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ x ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE VOTING POWER:
0
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED VOTING POWER:
1,027,500
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE DISPOSITIVE POWER:
0
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED DISPOSITIVE POWER:
1,027,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
1,027,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
3.51%
14. TYPE OF REPORTING PERSON*:
CO
* SEE INSTRUCTIONS TO SCHEDULE 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J.P. Morgan Investment Corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ x ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE VOTING POWER:
0
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED VOTING POWER:
1,027,500
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE DISPOSITIVE POWER:
0
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED DISPOSITIVE POWER:
1,027,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
1,027,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
3.51%
14. TYPE OF REPORTING PERSON*:
CO
* SEE INSTRUCTIONS TO SCHEDULE 13D
Schedule 13D
Item 5. Interest in Securities of the Company.
The response to Item 5 is hereby amended by deleting the prior responses
thereof and inserting the following in its place:
From September 12, 1997 through September 25, 1997, J.P. Morgan Investment
Corporation (formerly Morgan Investment Corporation; JPMIC), a wholly-owned
subsidiary of J.P. Morgan Capital Corporation, which is a wholly-owned
subsidiary of J.P. Morgan & Co. Incorporated, made various open market sales
of shares of Common Stock of the Company at prices ranging between
$8.875 and $9.00 aggregating 472,500 shares.
Such sales reduced JPMIC ownership to 1,027,500 shares constituting
approximately 3.51% of the outstanding shares of SEQUUS Pharmaceuticals, Inc.
Common Stock based on 29,660,319 outstanding shares as of September 30,
1997. JPMIC has subsequently sold all of its remaining shares of the Company.
Each of the Reporting Persons share with the other Reporting Person the
sole power to vote or direct the vote of, and the sole power to dispose or
direct the disposition of, shares of common stock of SEQUUS Pharmaceuticals,
Inc. owned by JPMIC.
Signature
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
Dated: June 2, 1998
J.P. MORGAN & CO. INCORPORATED
By: /s/ J. Edmund Colloton
Title: Vice President
J.P. MORGAN CAPITAL CORPORATION
By: /s/ J. Edmund Colloton
Title: Secretary
J.P. MORGAN INVESTMENT CORPORATION
By: /s/ J. Edmund Colloton
Title: Secretary
Schedule A
Executive Officers and Directors
of
J.P. Morgan & Co. Incorporated
The names of the Directors and names and titles of the Executive Officers of
J.P. Morgan & Co. Incorporated (JPM) and their business addresses and present
principal occupations are set forth below. If no address is given, the
Director's or Officer's business address is that of JPM. Unless otherwise
indicated, each individual is a citizen of the United States.
Name, Residence or
Business Address Present Principal Occupation
Directors
Paul A. Allaire Chairman and Chief Executive Officer of
Xerox Corporation P.O. Box 1600 Xerox Corporation
800 Long Ridge Road
Stamford, CT 06904
Riley P. Bechtel Chairman and Chief Executive Officer
Bechtel Group, Inc. of Bechtel Group, Inc.
P.O. Box 193965
San Francisco, CA 94119-3965
Lawrence A. Bossidy Chairman and Chief Executive Officer
AlliedSignal Inc. of AlliedSignal, Inc.
Morristown, NJ 07962-2245
Martin Feldstein President and Chief Executive
National Bureau of Economic Officer of National
Research, Inc. Bureau of Economic Research, Inc.
1050 Massachusetts Avenue (economic research)
Cambridge, MA 02138-5398
Ellen V. Futter President of the American Museum of
American Museum of Natural History Natural History
Central Park West At 79th Street
New York, NY 10024
Hanna H. Gray President Emeritus and Harry Pratt Judson
The University of Chicago Distinguished Service Professor of History
Department of History of The University of Chicago
1126 East 59th Street (higher learning)
Chicago, IL 60637
Walter A. Gubert Vice Chairman of the Board of J.P. Morgan & Co.
J.P. Morgan & Co. Incorporated Incorporated
60 Wall Street
New York, NY 10260-0060
James R. Houghton Retired Chairman of the Board
Corning Incorporated of Corning Incorporated
80 E. Market Street (diversified industrial)
2nd Floor
Corning, NY 14830
James L. Ketelsen Retired Chairman and Chief
Tenneco Inc., c/o El Paso Energy Executive Officer of Tenneco Inc.
P.O. Box 2511 (diversified industrial)
Houston, TX 77252-2511
John A. Krol Chairman of the Board of E.I. du Pont
E.I. du Pont de Nemours and Company Nemours and Company
1007 Market Street
Wilmington, DE 19898
Roberto G. Mendoza Vice Chairman of the Board of J.P. Morgan & Co.
J.P. Morgan & Co. Incorporated Incorporated
60 Wall Street
New York, NY 10260-0060
Michael E. Patterson Vice Chairman of the Board of J.P. Morgan & Co.
J.P. Morgan & Co. Incorporated Incorporated
60 Wall Street
New York, NY 10260-0060
Lee R. Raymond Chairman of the Board and Chief
Exxon Corporation Executive Officer and Director of Exxon
5959 Las Colinas Boulevard Corporation
Irving, TX 75039-2298 (national resources and energy)
Richard D. Simmons Retired: Former President of the Washington Post
105 North Washington Street Company and the International Herald Tribune
Suite 202 (print media)
Alexandria, VA 22314
Kurt F. Viermetz Retired: Former Vice Chairman of the Board of J.P.
J.P. Morgan & Co. Incorporated Morgan & Co. Incorporated
60 Wall Street
New York, NY 10260-0060
Douglas A. Warner III Chairman of the Board and Chief Executive Officer
J.P. Morgan & Co. Incorporated of J.P. Morgan & Co. Incorporated
60 Wall Street
New York, NY 10260-0060
Douglas C. Yearley Chairman, President, Chief Executive Officer and
Phelps Dodge Corporation Director of Phelps Dodge Corporation
2600 N. Central Avenue (minerals)
Phoenix, AZ 85004-3014
Executive Officers
Douglas A. Warner III Chairman of the Board and Chief Executive Officer
of JPM
Walter A. Gubert Vice Chairman of the Board of JPM
Roberto G. Mendoza Vice Chairman of the Board of JPM
Michael E. Patterson Vice Chairman of the Board of JPM
Thomas B. Ketchum Chief Administrative Officer of JPM
John A. Mayer, Jr. Chief Financial Officer of JPM
Rachel F. Robbins Managing Director, General Counsel and
Secretary of JPM
David H. Sidwell Managing Director and Controller of JPM
Stephen G. Thieke Managing Director and Head of Corporate Risk
Management of JPM
Schedule A
Executive Officers and Directors
of
J.P. Morgan Investment Corporation
The names of the Directors and names and titles of the Executive Officers of
J.P. Morgan Investment Corporation (JPMIC) and their and present principal
occupations are set forth below. Each Director's or Officer's business
address is that of JPMIC. Unless otherwise indicated, each individual is a
citizen of the United States.
Name, Residence or
Business Address
Present Principal Occupation
Directors
Ramon de Oliveira
John A. Mayer
Clayton S. Rose
Walter A. Gubert
Managing Director of J.P. Morgan
Securities Inc. and Chairman of the Board
Chief Financial Officer of J.P. Morgan &
Co. Incorporated
Managing Director of J.P. Morgan
Securities Inc.
Managing Director of Morgan Guaranty
Trust Company
Thomas B. Ketchum
Managing Director of J.P. Morgan & Co.
Incorporated
C. Nicholas Potter
Consultant to J.P. Morgan Investment
Management Inc.
Peter L. Woicke
Managing Director of Morgan Guaranty
Trust Company
Brian F. Watson
President, Chief Executive Officer
and Managing Director J.P. Morgan
Capital Corporation
Molly F. Ashby
Managing Director of J.P. Morgan Capital
Corporation
Peter H. Gleason
Managing Director of J.P. Morgan Capital
Corporation
Meryl D. Hartzband
Managing Director of J.P. Morgan Capital
Corporation
Officers
Ramon de Oliveira
Brian F. Watson
Molly F. Ashby
Pierre Dupont
Chairman
President, Chief Executive Officer and
Managing Director
Managing Director
Managing Director
Peter H. Gleason
Managing Director
Meryl D. Hartzband
Managing Director
Brian T. Murphy
Managing Director
Martin O'Neil
Managing Director
Timothy Purcell
Thomas S. Quinn, III
Lincoln E. Frank
Cheryl M. Eustace
James P. Marriot
Kevin K. Yip
J. Edmund Colloton
Lisa M. Dreyer
Irena Dandic
Managing Director
Managing Director
Vice President and Chief Operating
Officer
Vice President and Assistant Secretary
Vice President and Assistant Secretary
Vice President and assistant Secretary
Vice President and Secretary
Vice President and Treasurer
Assistant Secretary
Schedule A
Executive Officers and Directors
of
J.P. Morgan Capital Corporation
The names of the Directors and names and titles of the Executive Officers of
J.P. Morgan Capital Corporation (JPMCC) and their and present principal
occupations are set forth below. Each Director's or Officer's business
address is that of JPMCC. Unless otherwise indicated, each individual is a
citizen of the United States.
Name, Residence or
Business Address
Present Principal Occupation
Directors
Ramon de Oliveira
John A. Mayer
Clayton S. Rose
Walter A. Gubert
Managing Director of J.P. Morgan
Securities Inc. and Chairman of the Board
Chief Financial Officer of J.P. Morgan &
Co. Incorporated
Managing Director of J.P. Morgan
Securities Inc.
Managing Director of Morgan Guaranty
Trust Company
Thomas B. Ketchum
Managing Director of J.P. Morgan & Co.
Incorporated
C. Nicholas Potter
Consultant to J.P. Morgan Investment
Management Inc.
Peter L. Woicke
Managing Director of Morgan Guaranty
Trust Company
Brian F. Watson
President, Chief Executive Officer
and Managing Director J.P. Morgan
Capital Corporation
Molly F. Ashby
Managing Director of J.P. Morgan Capital
Corporation
Peter H. Gleason
Managing Director of J.P. Morgan Capital
Corporation
Meryl D. Hartzband
Managing Director of J.P. Morgan Capital
Corporation
Officers
Ramon de Oliveira
Brian F. Watson
Molly F. Ashby
Pierre Dupont
Chairman
President, Chief Executive Officer and
Managing Director
Managing Director
Managing Director
Peter H. Gleason
Managing Director
Meryl D. Hartzband
Managing Director
Brian T. Murphy
Managing Director
Martin O'Neil
Managing Director
Timothy Purcell
Thomas S. Quinn, III
Lincoln E. Frank
Cheryl M. Eustace
James P. Marriot
Kevin K. Yip
J. Edmund Colloton
Lisa M. Dreyer
Irena Dandic
Managing Director
Managing Director
Vice President and Chief Operating
Officer
Vice President and Assistant Secretary
Vice President and Assistant Secretary
Vice President and assistant Secretary
Vice President and Secretary
Vice President and Treasurer
Assistant Secretary
Italian citizen
German citizen
Italian citizen
French Citizen
Italian Citizen
German Citizen
Australian Citizen
French citizen
Australian citizen
Belgian Citizen
French Citizen
Italian Citizen
German Citizen
Australian Citizen
French citizen
Australian citizen
Belgian Citizen
CUSIP No. 817471105 13D Page of Pages
