UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No.3
Under the Securities Exchange Act of 1934
HOUSTON BIOTECHNOLOGY INCORPORATED
(Name of Issuer)
Common Stock, par value $.01
(Title of Class of Securities)
441840105000
(CUSIP Number)
Karen C. Manson
Secretary
Lehman Brothers Holdings Inc. 3 World Financial Center,
24th Floor New York, NY
10285 (212)
526-1936 (Name, Address and
Telephone Number of Person Authorized
to
Receive Notice and Communications)
February 27, 1997
(Date of Event which required Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the reporting person (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7). NOT APPLICABLE
<PAGE>
CUSIP No.
441840105000
1) Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Lehman Brothers Inc.
13-2518466
2) Check the Appropriate box if a Member of a Group (see instructions)
(a) [ ]
(b) [ ]
3) SEC Use Only
4) Source of Funds (see instructions)
WC
5) Check Box if Disclosure of Legal Proceedings is Requires
Pursuant to Items 2(d) or 2(E)
[X]
6) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
7) Sole Voting Power
-0-
8) Shared Voting Power
-0-
9) Sole Dispositive Power
-0-
10) Shared Dispositive Power
-0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
12) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
13) Percent of Class Represented by Amount in Row 9
0.00%
14) Type of Reporting Person
BD/CO
<PAGE>
CUSIP No.
441840105000
1) Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
LB I Group Inc.
13-2741778
2) Check the Appropriate box if a Member of a Group (see instructions)
(a) [ ]
(b) [ ]
3) SEC Use Only
4) Source of Funds (see instructions)
WC
5) Check Box if Disclosure of Legal Proceedings is Requires
Pursuant to Items 2(d) or 2(E)
[ ]
6) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
7) Sole Voting Power
-0-
8) Shared Voting Power
-0-
9) Sole Dispositive Power
-0-
10) Shared Dispositive Power
-0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
12) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
13) Percent of Class Represented by Amount in Row 9
0.00%
14) Type of Reporting Person
CO
<PAGE>
Schedule 13D
Item 1. Security and Issuer
No change.
Item 2. Identity and Background
This statement is filed on behalf of the following entities
(the "Reporting Persons"):
LB I Group Inc., a Delaware corporation ("LB I Group") 3 World
Financial Center
New York, NY 10285
LB I Group, a holding company, is a wholly owned subsidiary of Lehman
Brothers Inc. and successor by merger to Ophthalmic Research Services
I Inc., Ophthalmic Research Services I Inc. and HBLP Acquisition Corp.
Lehman Brothers Inc., a Delaware corporation ("LBI")
3 World Financial Center
New York, NY 10285
LBI, a wholly owned subsidiary of Holdings, is a broker-dealer and
the parent of LB I Group.
The following entity is a control person (the "Control
Person") of the Reporting Persons:
Lehman Brothers Holdings Inc. ("Holdings")
3 World Financial Center
New York, NY 10285
Holdings through its domestic and foreign subsidiaries is a full-line
securities firm. Holdings is the parent of Lehman Brothers Inc.
The names, residence or business addresses, citizenships and
present principal occupations or employment of the senior executive officers and
directors of the Reporting Persons are set forth in Appendix A hereto.
Except as stated in Appendix B hereto, none of the Reporting
Persons, or to the best knowledge of the Reporting Persons, the Control Person
or any of the persons listed in Appendix A hereto, has during the last five
years (i) been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) been party to a civil proceeding of a judicial
or administrative body of a 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 mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
Item 3. Source of Funds or Other Consideration
No change.
Item 4. Purpose of Transaction
Pursuant to an Agreement and Plan of Merger dated December 28,
1996 among Medarex, Inc., a New Jersey corporation ("Medarex"), Medarex
Acquisition Corp., a Delaware corporation and direct wholly-owned subsidiary of
Medarex ("Medarex Sub"), and Houston Biotechnology Incorporated, a Delaware
corporation ("HBI"), upon the merger of Medarex Sub, with and into HBI, each
outstanding share of HBI common stock was converted into the right to receive
0.182 shares of Medarex common stock. HBI warrants and options to acquire HBI
common stock were converted into warrants and options for Medarex common stock.
LB I Group owned 500,341 shares of common stock of HBI and
517,019 warrants to acquire HBI common stock. As a result of the merger on
February 27, 1997, LB I Group acquired 91,062 shares of common stock of Medarex
and 94,097 warrants to acquire Medarex common stock. Such shares and warrants
are held directly by LB I Group. Holdings and LBI are deemed to beneficially own
the Medarex shares held by LB I Group.
Item 5. Interest in Securities of the Issuer
(a) See Item 4.
(b) See Item 4.
(c) Except as described above, there were no purchases and/or
sales of Common Stock effected during the past 60 days by the Reporting Persons
or, to their knowledge, the Control Person or any person listed in Appendix A
hereto.
(d) Neither the Reporting Persons nor, to their knowledge, the
Control Person or any of the persons listed in Appendix A hereto knows of any
other person who has the right to receive or the power to direct the receipt of
dividends from, or the proceeds form the sale of, any shares of Common Stock
beneficially owned by the Reporting Persons.
(e) As of February 27, 1997 the Reporting Persons have
ceased to be the beneficial owners of more than 5% of the class of securities
covered by this report.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
See Item 4.
Item 7. Material to be Filed as Exhibits.
Agreement and Plan of Merger, dated as of December 18,
1996, among Medarex, Medarex Sub and HBI (incorporated by reference to Exhibit
1.3 to Registration Statement File No. 333-20119)
<PAGE>
SIGNATURES
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.
Dated: February 27, 1997
LEHMAN BROTHERS INC.
By: /s/ Karen C. Manson
--------------------
Name: Karen C. Manson
Title: Vice President and
Secretary
LB I GROUP INC.
By: /s/ Karen C. Manson
---------------------
Name: Karen C. Manson
Title: Secretary
<PAGE>
APPENDIX A
LEHMAN BROTHERS HOLDINGS INC.
BOARD OF DIRECTORS
NAME / TITLE BUSINESS ADDRESS
Michael L. Ainslie Lehman Brothers Holdings Inc.
Private Investor and former 3 World Financial Center
President and Chief Executive New York, New York 10285
Officer of Sotheby's Holdings
John F. Akers Lehman Brothers Holdings Inc.
Retired Chairman of 3 World Financial Center
International Business Machines New York, New York 10285
Corporation
Roger S. Berlind Lehman Brothers Holdings Inc.
Theatrical Producer 3 World Financial Center
New York, New York 10285
Thomas H. Cruikshank Lehman Brothers Holdings Inc.
Retired Chairman and Chief 3 World Financial Center
Executive Officer of Halliburton New York, New York 10285
Company
Richard S. Fuld, Jr. Lehman Brothers Holdings Inc.
Chairman and Chief Executive 3 World Financial Center
Officer of New York, NY 10285
Lehman Brothers Holdings Inc.
Katsumi Funaki* Lehman Brothers Holdings Inc.
Senior General Manager of 3 World Financial Center
International Business of the New York, NY 10285
Finance and Investment Planning
Office of Nippon Life
Henry Kaufman Lehman Brothers Holdings Inc.
President of Henry Kaufman & 3 World Financial Center
Company, Inc. New York, NY 10285
John D. Macomber Lehman Brothers Holdings Inc.
Principal of JDM Investment Group 3 World Financial Center
New York, NY 10285
Dina Merrill Lehman Brothers Holdings Inc.
Actress and Director and Vice 3 World Financial Center
Chairman of RKO Pictures, Inc. New York, NY 10285
Hideichiro Kobayashi* Lehman Brothers Holdings Inc.
General Manager for the Americas 3 World Financial Center
of Nippon Life New York, NY 10285
LEHMAN BROTHERS HOLDINGS INC.
EXECUTIVE OFFICERS
NAME / TITLE BUSINESS ADDRESS
Richard S. Fuld, Jr. Lehman Brothers Holdings Inc.
Chairman and Chief Executive Officer 3 World Financial Center
of Lehman Brothers Holdings Inc. New York, NY 10285
Jeremiah M. Callaghan Lehman Brothers Holdings Inc.
Chief of Operations and Technology 3 World Financial Center
New York, NY 10285
John L. Cecil
Chief Administrative Officer Lehman Brothers Holdings Inc.
3 World Financial Center
New York, NY 10285
Thomas A. Russo Lehman Brothers Holdings Inc.
Chief Legal Officer 3 World Financial Center
New York, NY 10285
Charles B. Hintz Lehman Brothers Holdings Inc.
Chief Financial Officer 3 World Financial Center
New York, NY 10285
- -----
All above individuals are citizens of the United States except those individuals
with an * who are citizens of Japan.
<PAGE>
LEHMAN BROTHERS INC.
BOARD OF DIRECTORS
NAME BUSINESS ADDRESS
Roger S. Berlind Lehman Brothers Inc.
Theatrical Producer 3 World Financial Center
New York, New York 10285
Philip Caldwell Lehman Brothers Inc.
Senior Managing Director 3 World Financial Center
New York, New York 10285
Howard L. Clark, Jr. Lehman Brothers Inc.
Vice Chairman 3 World Financial Center
New York, New York 10285
Frederick Frank Lehman Brothers Inc.
Vice Chairman 3 World Financial Center
New York, New York 10285
Richard S. Fuld, Jr. Lehman Brothers Inc.
Chairman and Chief Executive 3 World Financial Center
Officer of Lehman Brothers Holdings New York, NY 10285
Inc.
Charles B. Hintz Lehman Brothers Inc.
Chief Financial Officer 3 World Financial Center
New York, NY 10285
Bruce R. Lakefield Lehman Brothers Inc.
Director of Lehman Brothers Inc. 3 World Financial Center
New York, NY 10285
Sherman R. Lewis, Jr. Lehman Brothers Inc.
Vice Chairman 3 World Financial Center
New York, NY 10285
Mel A. Shaftel Lehman Brothers Inc.
Vice Chairman 3 World Financial Center
New York, NY 10285
- -----
Above individuals are citizens of the United States.
LEHMAN BROTHERS INC.
EXECUTIVE OFFICERS
NAME / TITLE BUSINESS ADDRESS
Richard S. Fuld, Jr. Lehman Brothers Holdings Inc.
Chairman and Chief Executive Officer 3 World Financial Center
of Lehman Brothers Holdings Inc. New York, NY 10285
Jeremiah M. Callaghan Lehman Brothers Holdings Inc.
Chief of Operations and Technology 3 World Financial Center
New York, NY 10285
John L. Cecil Lehman Brothers Inc.
Chief Administrative Officer 3 World Financial Center
New York, NY 10285
Charles B. Hintz Lehman Brothers Inc.
Chief Financial Officer 3 World Financial Center
New York, NY 10285
Thomas A. Russo Lehman Brothers Inc.
Chief Legal Officer 3 World Financial Center
New York, NY 10285
- -----
Above individuals are citizens of the United States.
<PAGE>
LB I GROUP INC.
BOARD OF DIRECTORS
NAME BUSINESS ADDRESS
Eliot Fried Lehman Brothers Inc.
Director 3 World Financial Center
New York, NY 10285
David Goldfarb Lehman Brothers Inc.
Director 3 World Financial Center
New York, NY 10285
Allan S. Kaplan Lehman Brothers Inc.
Director 3 World Financial Center
New York, NY 10285
- -----
Above individuals are citizens of the United States.
<PAGE>
APPENDIX B
Fulco v. Continental Cablevision. This civil action was brought in the United
States District Court for the District of Massachusetts alleging a violation of
Rule 10b(5) for a material omission in the disclosure documents related to a
1989 partnership roll-up in which Shearson Lehman Brothers rendered a fairness
opinion. The jury rendered a verdict in 1993 jointly against Shearson Lehman
Brothers and Continental Cablevision, the issuer, for a total of $4.6 million.
The case was settled shortly thereafter.
Lehman Brothers has been involved in a number of civil proceedings which concern
matters arising in connection with the conduct of its business. Certain of such
proceedings have resulted in findings of violation of federal or state
securities laws. Each of these proceedings was settled by Lehman Brothers
consenting to the entry of an order without admitting or denying the allegations
in the complaint. All of such proceedings are reported and summarized in the
Schedule D to Lehman Brother's Form BD filed with the Securities and Exchange
Commission, which descriptions are hereby incorporated by reference.
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
HOUSTON BIOTECHNOLOGY INCORPORATED
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
441840105000
(CUSIP Number)
Karen C. Manson
Secretary
Lehman Brothers Inc.
2 World Trade Center, 15th Floor
New York, New York 10048
(212) 528-5772
(Name, Address and Telephone Number of Person Authorized
to Receive Notice and Communications)
May 3, 1994
(Date of Event which Required 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-l(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
<PAGE>
SCHEDULE 13D
CUSIP NO. 441840105000
1. Name of Reporting Person
S.S. or I.R.S. No. of Above Person
Lehman Brothers Inc.
2. Check the Appropriate Box if a Member of a Group (see instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (see instructions)
WC
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(E)
[X]
6. Citizenship or Place of Organization
Delaware
7. Number of Shares Beneficially Owned by Each Reporting Person with Sole
Voting Power
3,558
8. Number of Shares Beneficially Owned by Each Reporting Person with Shared
Voting Power
0
9. Number of Shares Beneficially Owned by Each Reporting Person with Sole
Dispositive Power
3,558
10. Number of Shares Beneficially Owned by Each Reporting Person with Shared
Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,558
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions)
[ ]
13. Percent of Class Represented by Amount in Row (11)
.06 %
14. Type of Reporting Person (see instructions)
BD, CO
<PAGE>
SCHEDULE 13D
CUSIP NO. 441840105000
1. Name of Reporting Person
S.S. or I.R.S. No. of Above Person
Ophthalmic Research Services I Inc.
2. Check the Appropriate Box if a Member of a Group (see instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (see instructions)
WC
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
40,429
8. Number of Shares Beneficially Owned by Each Reporting Person with Shared
Voting Power
0
9. Number of Shares Beneficially Owned by Each Reporting Person with Sole
Dispositive Power
40,429
10. Number of Shares Beneficially Owned by Each Reporting Person with Shared
Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
40,429
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions)
[ ]
13. Percent of Class Represented by Amount in Row (11)
.66%
14. Type of Reporting Person (see instructions)
CO
<PAGE>
SCHEDULE 13D
CUSIP NO. 44184010500.0
1. Name of Reporting Person
S.S. or I.R.S. No. of Above Person
Ophthalmic Research Services II Inc.
2. Check the Appropriate Box if a Member of a Group (see instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (see instructions)
WC
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
3,676
8. Number of Shares Beneficially Owned by Each Reporting Person with Shared
Voting Power
0
9. Number of Shares Beneficially Owned by Each Reporting Person with Sole
Dispositive Power
3,676
10. Number of Shares Beneficially Owned by Each Reporting Person with Shared
Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,676
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions)
[ ]
13. Percent of Class Represented by Amount in Row (11)
.05%
14. Type of Reporting Person (see instructions)
CO
<PAGE>
SCHEDULE 13D
CUSIP NO. 441840105000
1. Name of Reporting Person
S.S. or I.R.S. No. of Above Person
HBLP Acquisition Corp.
2. Check the Appropriate Box if a Member of a Group (see instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (see instructions)
WC
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
969,697
8. Number of Shares Beneficially Owned by Each Reporting Person with Shared
Voting Power
0
9. Number of Shares Beneficially Owned by Each Reporting Person with Sole
Dispositive Power
969,697
10. Number of Shares Beneficially Owned by Each Reporting Person with Shared
Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
969,697
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions)
[ ]
13. Percent of Class Represented by Amount in Row (11)
15.75 %
14. Type of Reporting Person (see instructions)
CO
<PAGE>
Item 1. Security and Issuer.
The class of equity securities to which this statement relates is the Common
Stock, par value $.01 per share (the "Common Stock"), of Houston Biotechnology
Incorporated, a Delaware corporation (the "Company"). The address of the
principal executive offices of the Company is 3608 Research Forest Drive, The
Woodlands, Texas 77381.
Item 2. Identity and Background.
This statement is filed on behalf of the following entities (the "Reporting
Persons"):
Lehman Brothers Inc., a Delaware corporation ("LB")
3 World Financial Center
200 Vesey Street
New York, N.Y. 10285
LB is a full-line securities firm.
Ophthalmic Research Services I Inc., Delaware corporation ("ORS I")
3 World Financial Center
200 Vesey Street
New York, N.Y. 10285
The sole business of ORS I is to hold the stock of the Company.
Ophthalmic Research Services II Inc., a Delaware corporation
("ORS II")
3 World Financial Center
200 Vesey Street
New York, N.Y. 10285
The sole business of ORS II is to hold the stock of the Company.
HBLP Acquisition Corp., a Delaware corporation ("HBLP")
3 World Financial Center
200 Vesey Street
New York, N.Y. 10285
The sole business of HBLP is to hold the stock of the Company.
The following entities are control persons (the "Control Persons") of the
Reporting Persons:
LB I Group Inc., a Delaware corporation ("LB I Group") 3 World
Financial Center 200 Vesey Street
New York, N.Y. 10285
LB I Group is a holding company and the parent of ORS I and ORS II.
Lehman Brothers Holdings Inc., a Delaware corporation ("Holdings")
3 World Financial Center
200 Vesey Street
New York, N.Y. 10285
Holdings through its domestic and foreign subsidiaries is a full-line securities
firm. It is the immediate parent of LB, HBLP and LB I Group.
<PAGE>
The names, residence or business addresses, citizenships and present principal
occupations or employment of the executive officers and directors of the
Reporting Persons and the Control Persons are set forth in Appendix A hereto.
Except as stated in Appendix B hereto, none of the Reporting Persons, or, to the
best knowledge of the Reporting Persons, the Control Persons or any of the
persons listed in Appendix A hereto has during the last five years (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) 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 mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Item 3. Source of Funds or Other Consideration.
In May, 1994, the Reporting Persons received a distribution of one additional
warrant for each share of Common Stock held pursuant to the terms of the Rights
Offering. As a consequence, the Reporting Persons now beneficially own a total
of 500,341 shares of Common Stock and 517,019 Warrants.
Item 4. Purpose of the Transaction.
No change.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate beneficial ownership of Common Stock of the
Reporting Persons and, to their knowledge, of the Control
Persons and persons listed in Appendix A hereto is set forth in
Appendix C hereto.
(b) The Reporting Persons and, to their knowledge, the Control
Persons and each person listed in Appendix A hereto have the
power to vote and dispose of all of the Common Stock
beneficially owned by such person as set forth in Appendix C
hereto.
(c) Except as described above, there were no purchases and sales of
Common Stock effected during the past 60 days by the Reporting
Persons or, to their knowledge, the Control Persons or any
person listed in Appendix A hereto.
(d) Neither the Reporting Persons nor, to their knowledge, the
Control Persons or any of the persons listed in Appendix A
hereto knows of any other person who has the right to receive or
the power to direct the receipt of dividends from, or the
proceeds from the sale of, any shares of Common Stock
beneficially owned by the Reporting Persons.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
No change.
Item 7. Material to be Filed as Exhibits.
None.
<PAGE>
SIGNATURES
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.
Dated: September 9, 1994
LEHMAN BROTHERS INC.
By:
Name: Karen C. Manson
Title: Senior Vice President
OPHTHALMIC RESEARCH SERVICES I INC.
By:
Name: Karen C. Manson
Title: Secretary
OPHTHALMIC RESEARCH SERVICES II INC.
By:
Name: Karen C. Manson
Title: Secretary
HBLP ACQUISITION CORP.
By:
Name: Karen C. Manson
Title: Secretary
<PAGE>
APPENDIX A
DIRECTORS AND EXECUTIVE OFFICERS OF REPORTING PERSONS AND CONTROL PERSONS
REPORTING PERSONS:
LEHMAN BROTHERS INC.
Directors:
Roger S. Berlind
USA
Berlind Productions
10 East 53rd Street
30th Floor
New York, New York
Private Investor
Philip Caldwell
USA
Lehman Brothers Inc.
3 World Financial Center
19th Floor
New York, New York 10285
Richard S. Fuld, Jr.
USA
Lehman Brothers Inc.
3 World Financial Center
New York, New York 10285
Chairman and Chief Executive Officer of Lehman Brothers Inc.
Sherman R. Lewis, Jr.
USA
Lehman Brothers Inc.
3 World Financial Center
New York, New York 10285
Vice Chairman of Lehman Brothers Inc.
David Marcus
USA
Lehman Brothers Inc.
3 World Financial Center
19th Floor
New York, New York 10285
Managing Director and General Counsel of Lehman Brothers Inc.
<PAGE>
Robert Matza
USA
Lehman Brothers Inc.
3 World Financial Center
6th Floor
New York, New York 10285
Managing Director and Chief Financial Officer of Lehman Brothers Inc.
T. Christopher Pettit
USA
Lehman Brothers Inc.
3 World Financial Center
10th Floor
New York, New York 10285
President and Chief Operating Officer of Lehman Brothers
Malcolm Wilson
USA
Kent, Hazzard, Jaeger, Greer, Wilson & Fay
50 Main Street
White Plains, New York 10606-1920
Counsel to Kent, Hazzard, Jaeger, Greer, Wilson & Fay
Executive Officers who are not Directors:
T. Anthony Brooks
USA
Managing Director
Lehman Brothers Inc.
3 World Financial Center, 6th Floor
New York, NY 10285
Jeremiah M. Callaghan
USA
Managing Director
Lehman Brothers Inc.
3 World Financial Center, 8th Floor
New York, NY 10285
James A. Carbone
USA
Managing Director
Lehman Brothers Inc.
3 World Financial Center, 9th Floor
New York, NY 10285
<PAGE>
John L. Cecil
USA
Chief Administrative Officer
Lehman Brothers Inc.
3 World Financial Center, 8th Floor
New York, NY 10285
Ronald L. Gallatin
USA
Managing Director
Lehman Brothers Inc.
3 World Financial Center, 10th Floor
New York, NY 10285
Robert E. Genirs
USA
Managing Director
Lehman Brothers Inc.
3 World Financial Center, 10th Floor
New York, NY 10285
Joseph M. Gregory
USA
Managing Director
Lehman Brothers Inc.
3 World Financial Center, 9th Floor
New York, NY 10285
Bruce R. Lakefield
USA
Managing Director
Lehman Brothers Inc.
3 World Financial Center
7th Floor
New York, New York 10285
Stephen M. Lessing
USA
Managing Director
Lehman Brothers Inc.
3 World Financial Center
9th Floor
New York, New York 10285
<PAGE>
Thomas A. Russo
USA
Managing Director
Lehman Brothers Inc.
3 World Financial Center
10th Floor
New York. New York 10285
Mel A. Shaftel
USA
Managing Director
Lehman Brothers Inc.
3 World Financial Center
18th Floor
New York, New York 10285
Steven Spiegel
USA
Managing Director
Lehman Brothers Inc.
3 World Financial Center
7th Floor
New York, New York 10285
Thomas H. Tucker
USA
Managing Director
Lehman Brothers Inc.
3 World Financial Center
7th Floor
New York, New York 10285
C. Daniel Tyree
USA
Managing Director
Lehman Brothers Inc.
3 World Financial Center
7th Floor
New York, New York 10285
Paul D. Williams
USA
Managing Director
Lehman Brothers Inc.
3 World Financial Center
7th Floor
New York, New York 10285
<PAGE>
Ophthalmic Research Services I Inc.
<TABLE>
<CAPTION>
Name Office Occupation Address Citizenship
<S> <C> <C> <C> <C>
Ron Hiram President, Chief Managing Director, 3 World Financial Center USA
Financial Officer Lehman Brothers Inc. New York, NY 10285
Karen C. Manson Secretary Senior Vice President, 2 World Trade Center USA
Lehman Brothers Inc. New York, NY 10048
Thomas E. Gengler, Jr. Assistant Treasurer Managing Director, 3 World Financial Center USA
Lehman Brothers Inc. New York, NY 10285
Joseph L. Ternullo Assistant Treasurer Tax Manager, The Boston 3 World Financial Center USA
Company Advisors Limited New York, NY 10285
Partnerships
Administration
Eileen M. Bannon Assistant Secretary Assistant Secretary, 2 World Trade Center USA
Lehman Brothers Inc. New York, NY 10048
Madeline Shapiro Assistant Secretary Assistant Secretary, 2 World Trade Center USA
Lehman Brothers Inc. New York, NY 10048
</TABLE>
<PAGE>
Ophthalmic Research Services II Inc.
<TABLE>
<CAPTION>
Name Office Occupation Address Citizenship
<S> <C> <C> <C> <C>
Ron Hiram President, Chief Managing Director, 3 World Financial Center USA
Financial Officer Lehman Brothers Inc. New York, NY 10285
Karen C. Manson Secretary Senior Vice President, 2 World Trade Center USA
Lehman Brothers Inc. New York, NY 10048
Thomas E. Gengler, Jr. Assistant Treasurer Managing Director, 3 World Financial Center USA
Lehman Brothers Inc. New York, NY 10285
Joseph L. Ternullo Assistant Treasurer Tax Manager, The Boston 3 World Financial Center USA
Company Advisors Limited New York, NY 10285
Partnerships
Administration
Eileen M. Bannon Assistant Secretary Assistant Secretary, 2 World Trade Center USA
Lehman Brothers Inc. New York, NY 10048
Madeline Shapiro Assistant Secretary Assistant Secretary, 2 World Trade Center USA
Lehman Brothers Inc. New York, NY 10048
</TABLE>
<PAGE>
HBLP Acquisition Corp.
<TABLE>
<CAPTION>
Name Office Occupation Address Citizenship
<S> <C> <C> <C> <C>
Ron Hiram President Managing Director, 3 World Financial Center USA
Lehman Brothers Inc. New York, NY 10285
Rocco Andriola Vice President Senior Vice President, 3 World Financial Center USA
Lehman Brothers Inc. New York, NY 10285
Thomas E. Gengler, Jr. Assistant Treasurer Managing Director, 3 World Financial Center USA
Lehman Brothers Inc. New York, NY 10285
Alfred Grotell Assistant Treasurer Managing Director, 3 World Financial Center USA
Lehman Brothers Inc. New York, NY 10285
Eileen M. Bannon Assistant Secretary Assistant Secretary, 2 World Trade Center USA
Lehman Brothers Inc. New York, NY 10048
</TABLE>
<PAGE>
CONTROL PERSONS:
LEHMAN BROTHERS HOLDINGS INC.
Directors:
Roger S. Berlind
USA
Berlind Productions
10 East 53rd Street
30th Floor
New York, New York 10028
Private Investor
John J. Byrne
USA
Fund America Enterprises
The 1820 House
Main Street
Norwich, Vermont 05055-0850
Chairman of Fund America Enterprises
Richard S. Fuld, Jr.
USA
Lehman Brothers Inc.
3 World Financial Center
New York, New York 10285
Chairman and Chief Executive Officer of Lehman Brothers Inc.
Katsumi Funaki
Japan
Nippon Life Insurance Company
2-2, Yuraka-cho 1 Chome
Chiyoda-ku 100 Tokyo Japan
Senior General Manager for International Business of the
Finance and Investment Business Office of the Nippon
Life Insurance Company
John D. Macomber
USA
JDM Investment Group
2806 N. Street, N.W.
Washington, D C 20007
Private Investor
<PAGE>
Dina Merrill
Theo Teryazos
NY Office-RKO Pavilion
551 Madison Avenue
14th Floor
New York, New York 10022
Actress and Private Investor
T. Christopher Pettit
USA
Lehman Brothers Inc.
3 World Financial Center
10th Floor
New York, New York 10285
President and Chief Operating Officer of Lehman Brothers
Masataka Shimasaki
Japan
Nippon Life Insurance Company
1251 Avenue of the Americas
52nd Floor
New York, New York 10020
Malcolm Wilson
USA
Kent, Hazzard, Jaeger, Greer, Wilson & Fay
50 Main Street
White Plains, New York 10606-1920
Counsel to Kent, Hazzard, Jaeger, Greer, Wilson & Fay
Executive Officers who are not Directors:
Ronald Gallatin
USA
Senior Executive Vice President
Lehman Brothers Inc.
3 World Financial Center
10th Floor
New York, New York 10285
David Marcus
USA
Managing Director and General Counsel
Lehman Brothers Inc.
3 World Financial Center
19th Floor
New York, New York 10285
<PAGE>
Robert Matza
USA
Managing Director and Chief Financial Officer
Lehman Brothers Inc.
3 World Financial Center
6th Floor
New York, New York 10285
Michael Milversted
USA
Managing Director and Treasurer
Lehman Brothers Inc.
388 Greenwich Street
8th Floor
New York, New York 10013
<PAGE>
Lb I Group Inc.
<TABLE>
<CAPTION>
Name Office Occupation Address Citizenship
<S> <C> <C> <C> <C>
Paul L. Abbott Chairman of the Managing Director, 3 World Financial Center USA
Board, President and Lehman Brothers Inc. New York, NY 10285
Chief Executive
Officer
Thomas E. Gengler, Jr. Senior Vice President Managing Director, 3 World Financial Center USA
Lehman Brothers Inc. New York, NY 10285
Stephen J. Bier Vice President Managing Director, 3 World Financial Center USA
Lehman Brothers Inc. New York, NY 10285
Ron Hiram Vice President Managing Director, 3 World Financial Center USA
Lehman Brothers Inc. New York, NY 10285
Donald Petrow Vice President Managing Director, 3 World Financial Center USA
Lehman Brothers Inc. New York, NY 10285
Michael R.. Milversted Treasurer, Senior Managing Director, 3 World Financial Center USA
Vice President Lehman Brothers Inc. New York, NY 10285
Karen C. Manson Secretary Senior Vice President, 2 World Trade Center USA
Lehman Brothers Inc. New York, NY 10048
Eileen M. Bannon Assistant Secretary Assistant Secretary, 2 World Trade Center USA
Lehman Brothers Inc. New York, NY 10048
Madeline Shapiro Assistant Secretary Assistant Secretary, 2 World Trade Center USA
Lehman Brothers Inc. New York, NY 10048
<PAGE>
APPENDIX B
On May 16, 1988, E.F. Hutton & Co., Inc. ("Hutton"), a company acquired by and
merged into Lehman Brothers, pleaded guilty to a Federal Information involving a
failure to file currency transaction reports with the Internal Revenue Service.
The criminal disposition involved three felony counts and resulted in a
$1,010,000 fine. The majority of the activities on which the Information is
based took place during 1982 and 1983, and none occurred later than August,
1984. All alleged failures to file took place in Hutton's Providence, Rhode
Island branch office.
Lehman Brothers has been involved in a number of civil proceedings which concern
matters arising in connection with the conduct of its business. Certain of such
proceedings have resulted in findings of a violation of federal or state
securities laws. Each of these proceedings was settled by Lehman Brothers
consenting to the entry of an order without admitting or denying the allegations
in the complaint. All of such proceedings are reported and summarized in
Schedule D to Lehman Brothers' Form BD filed with the Securities and Exchange
Commission, which descriptions are hereby incorporated by reference.
<PAGE>
APPENDIX C
Beneficial Ownership of Shares of
Common Stock, par value $.01 per share,
of Houston Biotechnology Inc.
Percentage of Common
Name Amount D/I Stock
<S> <C> <C> <C>
Lehman Brothers Inc. 1,750 D .06%
1,808 (W)
Ophthalmic Research Services I Inc. 19,883 D .66%
20,546 (W)
Ophthalmic Research Services II Inc. 1,808 D .06%
1,868 (W)
HLBP Acquisition Corp. 476,900 D 15.75%
492,797 (W)
LB I Group Inc. 21,691 I .72%
22,414 (W)
Lehman Brothers Holdings Inc. 500,341 I 16.53%
517,019 (W)
- ----------------------------------------------------------
(D) - Direct ownership and indirect ownership of shares held by subsidiaries.
(I) - Indirect ownership of shares held by LB.
(W)- Warrants
</TABLE>
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
HOUSTON BIOTECHNOLOGY INCORPORATED
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
441840105000
(CUSIP Number)
Secretary
Lehman Brothers Inc.
2 World Trade Center, 15th Flr.
New York, New York 10048
(212) 528-5772
(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications)
July 30, 1993
(Date of Event which Required Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13D 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 [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
<PAGE>
SCHEDULE 13D
CUSIP NO. 441840105000
1. Name of Reporting Person
S.S. or I.R.S. No. of Above Person
Lehman Brothers Inc.
2. Check the Appropriate Box if a Member of a Group (see instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (see instructions)
0
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant Items
2(d) or 2(E)
[X]
6. Citizenship or Place of Organization
Delaware
7. Number of Shares Beneficially Owned by Each Reporting Person with Sole
Voting Power
24,228
8. Number of Shares Beneficially Owned by Each Reporting Person with Shared
Voting Power
0
9. Number of Shares Beneficially Owned by Each Reporting Person with Sole
Dispositive Power
24,228
10. Number of Shares Beneficially Owned by Each Reporting Person with Shared
Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
24,228
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions)
[ ]
13. Percent of Class Represented by Amount in Row (11)
0.63%
14. Type of Reporting Person (see instructions)
BD, CO
<PAGE>
SCHEDULE 13D
CUSIP NO. 441840105000
1. Name of Reporting Person
S.S. or I.R.S. No. of Above Person
Hutton Ophthalmic Research Services 1 Inc.
2. Check the Appropriate Box if a Member of a Group (see instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (see instructions)
0
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
20,546
8. Number of Shares Beneficially Owned by Each Reporting Person with Shared
Voting Power
0
9. Number of Shares Beneficially Owned by Each Reporting Person with Sole
Dispositive Power
20,546
10. Number of Shares Beneficially Owned by Each Reporting Person with Shared
Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
20,546
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions)
[ ]
13. Percent of Class Represented by Amount in Row (11)
0.53%
14. Type of Reporting Person (see instructions)
CO
<PAGE>
SCHEDULE 13D
CUSIP NO. 441840105000
1. Name of Reporting Person
S.S. or I.R.S. No. of Above Person
Hutton Ophthalmic Research Services 2 Inc.
2. Check the Appropriate Box if a Member of a Group (see instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (see instructions)
0
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
1868
8. Number of Shares Beneficially Owned by Each Reporting Person with Shared
Voting Power
0
9. Number of Shares Beneficially Owned by Each Reporting Person with Sole
Dispositive Power
1868
10. Number of Shares Beneficially Owned by Each Reporting Person with Shared
Dispositive Power
11. Aggregate Amount Beneficially Owned bv Each Reporting Person
1868
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions)
[ ]
13. Percent of Class Represented by Amount in Row (11)
0.05%
14. Type of Reporting Person (see instructions)
CO
<PAGE>
SCHEDULE 13D
CUSIP NO. 441840105000
1. Name of Reporting Person
S.S. or I.R.S. No. of Above Person
Shearson/HBLP Acquisition Corp.
2. Check the Appropriate Box if a Member of a Group (see instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (see instructions)
0
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
492,797
8. Number of Shares Beneficially Owned by Each Reporting Person with Shared
Voting Power
0
9. Number of Shares Beneficially Owned by Each Reporting Person with Sole
Dispositive Power
492,797
10. Number of Shares Beneficially Owned by Each Reporting Person with Shared
Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
492,797
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions)
[ ]
13. Percent of Class Represented by Amount in Row (11)
12.72%
14. Type of Reporting Person (see instructions)
CO
<PAGE>
Item 1. Security and Issuer.
The class of equity securities to which this statement relates is the Common
Stock, par value $.01 per share (the "Common Stock"), of Houston Biotechnology
Incorporated, a Delaware corporation (the "Company"). The address of the
principal executive offices of the Company is 3608 Research Forest Drive, The
Woodlands, Texas 77381.
Item 2. Identity and Background.
This statement is filed on behalf of the following entities (the "Reporting
Persons"):
Lehman Brothers Inc. ("LB"), a Delaware corporation
World Financial Center
200 Vesey Street
New York, N.Y.
LB is a full-line securities firm.
Hutton Ophthalmic Research Services 1 Inc. ("HORS 1"), a Delaware
corporation
World Financial Center
200 Vesey Street
New York, N.Y.
The sole business of HORS 1 is to hold the stock of the Company
Hutton Ophthalmic Research Services 2 Inc. ("HORS 2"), a Delaware
corporation
World Financial Center
200 Vesey Street
New York, N.Y.
The sole business of HORS 2 is to hold the stock of the Company
Shearson/HBLP Acquisition Corp. ("Acquisition Corp")
World Financial Center
200 Vesey Street
New York, N.Y.
The sole business of Acquisition Corp is to hold the stock of the
Company
The following entities are control persons (the "Control Persons") of the
Reporting Persons:
E.F. Hutton Group Inc., a Delaware corporation ("EFH")
World Financial Center
200 Vesey Street
New York, N.Y.
EFH is a holding company and the parent of HORS I and HORS II
Lehman Brothers Group Inc., a Delaware corporation ("Group")
World Financial Center
200 Vesey Street
New York, N.Y.
Group is a holding company. It is the parent of Acquisition Corp.
<PAGE>
Lehman Brothers Holdings Inc., a Delaware corporation ("Holdings")
World Financial Center
200 Vesey Street
New York, N.Y.
Holdings through its domestic and foreign subsidiaries is a fullline
securities firm. It is the immediate parent of LB.
American Express Company ("AMEXCO"), a New York corporation
World Financial Center
200 Vesey Street New York, N.Y.
AMEXCO and its subsidiaries are principally engaged in the business
of providing travel related services, investors diversified financial
services, international banking services, information services and
investment services. AMEXCO is the immediate parent of Holdings.
The names, residence or business addresses, citizenships and present principal
occupations or employment of the executive officers and directors of the
Reporting Persons and the Control Persons are set forth in Appendix A hereto.
Except as stated in Appendix B hereto, none of the Reporting Persons, or, to the
best knowledge of the Reporting Persons, the Control Persons or any of the
persons listed in Appendix A hereto has during the last five years (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) 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 mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Item 3. Source of Funds or Other Consideration.
The Reporting Persons acquired 479,341 shares ("Shares") of Common Stock and
Warrants ("Warrants") to purchase 16,678 shares ("Warrant Shares") Common Stock
as a liquidating distribution from Houston Biotech Partners, L.P. ("LP"). The
Reporting Persons understand that they acquired a right to receive the Shares
and Warrants as of July 30, 1993. The Shares and Warrants were distributed to
the Reporting Persons during August 1993. No consideration was paid by the
Reporting Persons to acquire the Shares or the Warrants.
HORS 1 and HORS 2 had acquired an aggregate of 21,000 shares of Common Stock in
l992.
Item 4. Purpose of the Transaction.
The Reporting Persons hold all of the shares of Common Stock and Warrants of the
Company for investment purposes. Depending on their evaluation of a number of
factors, including the Company's business, prospects and financial condition,
the market for the Company's securities, other available opportunities, general
economic conditions, money and stock market conditions and regulatory approvals,
the Reporting Persons may decide to dispose of all or a portion of such shares,
Warrants and/or Warrant Shares in accordance with applicable laws.
<PAGE>
Item 5. Interest in Securities of the Issuer.
(a) The aggregate beneficial ownership of Common Stock of the
Reporting Persons and, to their knowledge, of the Control
Persons and persons listed in Appendix A hereto is set forth in
Appendix C hereto.
(b) Each Reporting Person and each person listed in Appendix A
hereto has the power to vote and dispose of all of the Common
Stock beneficially owned by such person as set forth in Appendix
C hereto. AMEXCO may be deemed to beneficially own the shares of
Common Stock beneficially owned by the Reporting Persons. AMEXCO
disclaims such beneficial ownership.
(c) Except as described herein, there were no purchases and sales of
Common Stock effected during the past 60 days by the Reporting
Persons or, to their knowledge, the Control Persons or any
person listed in Appendix A hereto.
(d) Neither the Reporting Persons nor, to their knowledge, the
Control Persons or any of the persons listed in Appendix A
hereto knows of any other person who has the right to receive or
the power to direct the receipt of dividends from, or the
proceeds from the sale of, any shares of Common Stock
beneficially owned by the Reporting Persons.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
None
Item 7. Material to be Filed as Exhibits.
Exhibit 1 - Joint Filing Agreement dated September 15, 1993 among and between
LB, HORS 1, HORS 2 and Acquisition Corp.
<PAGE>
SIGNATURES
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.
Dated: September 15, 1993
LEHMAN BROTHERS INC.
By:
Name: Karen C. Manson
Title: Senior Vice President
HUTTON OPHTHALMIC RESEARCH SERVICES 1 INC.
By:
Name: Karen C. Manson
Title: Secretary
HUTTON OPHTHALMIC RESEARCH SERVICES 2 INC.
By:
Name: Karen C. Manson
Title: Secretary
SHEARSON/HBLP ACQUISITION CORP.
By:
Name: Eileen M. Bannon
Title: Assistant Secretary
<PAGE>
APPENDIX A
DIRECTORS AND EXECUTIVE OFFICERS OF REPORTING PERSONS AND CONTROL PERSON
See following pages
<PAGE>
Lehman Brothers Inc.
Board of Directors
<TABLE>
<CAPTION>
Name Business Address Principal Occupation Citizenship
<S> <C> <C> <C>
Roger S. Berlind Berlind Productions Private Investor USA
10 East 53rd Street
30th Floor
New York, NY 10022
- -------------------------------------
Philip Caldwell Lehman Brothers Inc. Senior Managing Director USA
3 World Financial Center of Lehman Brothers
19th Floor
New York, NY 10285
- -------------------------------------
Richard S. Fuld, Jr. Lehman Brothers Inc. President and Chief Operating Officer of USA
3 World Financial Center Lehman Brothers
10th Floor
New York, NY 10285
- -------------------------------------
Harvey Golub American Express Company President, Chairman and Chief Exec USA
American Express Tower Officer of the American Express Company
World Financial Center
51st Floor
New York, NY 10285
- -------------------------------------
John R. Laird Lehman Brothers Inc. Director USA
3 World Financial Center
19th Floor
New York, NY 10285
- -------------------------------------
Sherman R. Lewis, Jr. Lehman Brothers Inc. Vice Chairman of Lehman Brothers USA
3 World Financial Center
16th Floor
New York, NY 10285
</TABLE>
<PAGE>
Lehman Brothers Inc.
Executive Officers Who Are Not Directors
<TABLE>
<CAPTION>
Name Business Address Principal Occupation Citizenship
<S> <C> <C> <C>
David Marcus Lehman Brothers Inc. Managing Director of Lehman Brothers USA
3 World Financial Center
19th Floor
New York, NY 10285
Richard B. Stewart, Jr. Lehman Brothers Inc. Vice Chairman of Lehman Brothers USA
3 World Financial Center
19th Floor
New York, NY 10285
Malcolm Wilson Kent, Hazzard, Jaeger, Greer,Wilson & Fay Counsel to Kent, USA
50 Main Street Hazzard, Jaeger, Greer,
White Plains, NY 10606-1920 Wilson & Fay
Ronald L. Gallatin Lehman Brothers Inc. Senior Executive Vice President of Lehman Brothers USA
3 World Financial Center
10th Floor
New York, NY 10028
Robert Matza Lehman Brothers Inc. Managing Director and Principal Financial Officer of USA
3 World Financial Center Lehman Brothers
6th Floor
New York, NY 10285
Michael Milversted Shearson Lehman Brothers Inc. Managing Director and Treasurer of Lehman Brothers USA
American Express Tower
World Financial Center
12th Floor
New York NY 10285
T. Christopher Pettit Lehman Brothers Inc. Managing Partner of Lehman Brothers USA
3 World Financial Center
10th Floor
New York, NY 10028
</TABLE>
<PAGE>
Hutton Ophthalmic Research Services 1 Inc.
Directors And Executive Officers
Name, Title And Address Principal Occupation Citizenship
Ron Hiram Managing Director, USA
Director Lehman Brothers Inc.
President & CFO
388 Greenwich Street
28th Floor
New York, NY 10013
Craig Emrick Senior Vice President, USA
Treasurer Lehman Brothers Inc.
American Express Tower
3 World Financial Center
12th Floor
New York, NY 10285
Karen C. Manson Senior Vice President, USA
Secretary Lehman Brothers, Inc.
2 World Trade Center
15th Floor
New York, NY 10048
Kenneth Braddock Managing Director, USA
Assistant Treasurer Lehman Brothers Inc.
American Express Tower
3 World Financial Center
16th Floor
New York, NY 10013
Thomas E. Gengler, Jr. Managing Director, USA
Assistant Treasurer Lehman Brothers Inc.
388 Greenwich Street
31st Floor
New York, NY 10013
Joseph L. Ternullo Tax Manager, The Boston USA
Assistant Treasurer Company Advisors Limited
One Boston Place Partnerships Administration
Boston, MA 02108
USA
Eileen M. Bannon Assistant Secretary,
Assistant Secretary Lehman Brothers Inc.
2 World Trade Center
15th Floor
New York, NY 10048
USA
Madeline L. Shapiro Assistant Secretary,
Assistant Secretary Lehman Brothers Inc.
2 World Trade Center
15th Floor
New York, NY 10048
<PAGE>
Hutton Ophthalmic Research Services 2 Inc.
Directors And Executive Officers
Name, Title And Address Principal Occupation Citizenship
Ron Hiram Managing Director, USA
Director Lehman Brothers Inc.
President & CFO
388 Greenwich Street
28th Floor
New York, NY 10013
Craig Emrick Senior Vice President, USA
Treasurer Lehman Brothers Inc.
American Express Tower
3 World Financial Center
12th Floor
New York, NY 10285
Karen C. Manson Senior Vice President, USA
Secretary Lehman Brothers, Inc.
2 World Trade Center
15th Floor
New York, NY 10048
Kenneth Braddock Managing Director, USA
Assistant Treasurer Lehman Brothers Inc.
American Express Tower
3 World Financial Center
16th Floor
New York, NY 10013
Thomas E. Gengler, Jr. Managing Director, USA
Assistant Treasurer Lehman Brothers Inc.
388 Greenwich Street
31st Floor
New York, NY 10013
Joseph L. Ternullo Tax Manager, The Boston USA
Assistant Treasurer Company Advisors Limited
One Boston Place Partnerships Administration
Eileen M. Bannon Assistant Secretary, USA
Assistant Secretary Lehman Brothers Inc.
2 World Trade Center
15th Floor
New York, NY 10048
Madeline L. Shapiro Assistant Secretary, USA
Assistant Secretary Lehman Brothers Inc.
2 World Trade Center
15th Floor
New York, NY 10048
<PAGE>
Shearson/HBLP Acquisition Corp.
Directors And Executive Officers
<TABLE>
<CAPTION>
Name, Title And Address Principal Occupation Citizenship
<S> <C> <C>
Rocco Andriola Senior Vice President USA
Shearson Lehman Brothers Plaza of Shearson Lehman Brothers Inc.
388 Greenwich Street
New York, NY 10013
Eliot Fried* Managing Director USA
American Express Tower of Shearson Lehman Brothers Inc.
World Financial Center
New York, NY 10285
Ron Hiram Executive Vice President USA
Shearson Lehman Brothers Plaza of Shearson Lehman Brothers Inc.
388 Greenwich Street
New York, NY 10013
Robert Matza* Managing Director USA
American Express Tower of Shearson Lehman Brothers Inc.
World Financial Center
New York, NY 10285
- ----------------------------------------------------
* Director of Shearson/HBLP Acquisition Corp.
</TABLE>
<PAGE>
The E. F. Hutton Group Inc.
Directors And Executive Officers
Name, Title And Address Principal Occupation Citizenship
Richard B. Stewart, Jr. Chief Financial Officer, USA
Director Lehman Brothers Inc.
American Express Tower
3 World Financial Center
New York, NY 10285
Kenneth Braddock Managing Director, USA
Vice President Lehman Brothers Inc.
American Express Tower
3 World Financial Center
16th Floor
New York. NY 10285
Thomas E. Gengler, Jr. Managing Director, USA
Vice President Lehman Brothers Inc.
388 Greenwich Street
31st Floor
New York, NY 10013
Maxine L. Gerson Senior Vice President, USA
Vice President Lehman Brothers Inc.
2 World Trade Center
15th Floor
New York, NY 10048
Alfred Grotell Managing Director, USA
Vice President Lehman Brothers Inc.
388 Greenwich Street
31st Floor
New York, NY 10013
Thomas E. Hommel Senior Vice President, USA
Vice President Lehman Brothers Inc.
388 Greenwich Street
35th Floor
New York, NY 10013
Karen M. Muller Managing Director, USA
Vice President Lehman Brothers Inc.
2 World Trade Center
15th Floor
New York, NY 10048
Joseph Polizzoto Managing Director USA
Vice President Lehman Brothers Inc.
388 Greenwich Street
35th Floor
New York, NY 10013
<PAGE>
Name, Title And Address Principal Occupation Citizenship
Michael R. Milverstad Managing Director, USA
Treasurer Lehman Brothers Inc.
American Express Tower
3 World Financial Center
12th floor
New York, NY 10285
Karen C. Manson Senior Vice President, USA
Secretary Lehman Brothers, Inc.
2 World Trade Center
15th Floor
New York, NY 10048
Thomas J. Burns Executive Vice President, USA
President Lehman Brothers Inc.
388 Greenwich Street
33rd Floor
New York, NY 10013
Craig Emrick Senior Vice President, USA
Assistant Treasurer Lehman Brothers Inc.
American Express Tower
3 World Financial Center
12th Floor
New York, NY 10013
Eileen M. Bannon Assistant Secretary, USA
Assistant Secretary Lehman Brothers Inc.
2 World Trade Center
15th Floor
New York, NY 10048
Madeline L. Shapiro Assistant Secretary, USA
Assistant Secretary Lehman Brothers Inc.
2 World Trade Center
15th Floor
New York, NY 10048
John D. Smith, Jr. Assistant Secretary, USA
Assistant Secretary Lehman Brothers Inc.
2 World Trade Center
15th Floor
New York, NY 10048
<PAGE>
Lehman Brothers Group Inc.
Board Of Directors
<TABLE>
<CAPTION>
Name Business Address Principal Occupation Citizenship
<S> <C> <C> <C>
Eliot Fried Lehman Brothers Inc. Managing Director of Lehman Brothers Inc. USA
3 World Financial Center ("Lehman Brothers")
18th Floor
New York, NY 10285
Richard Stewart, Jr. Lehman Brothers Inc. Vice Chairman of Lehman Brothers USA
3 World Financial Center
19th Floor
New York, NY 10285
</TABLE>
<PAGE>
Lehman Brothers Group Inc.
Executive Officers Who Are Not Directors
<TABLE>
<CAPTION>
Name Business Address Principal Occupation Citizenship
<S> <C> <C> <C>
Michael Milversted Lehman Brothers Inc. Managing Director and Treasurer of Lehman Brothers USA
388 Greenwich Street
8th Floor
New York, NY 10013
Yutaka Hashimoto Nippon Life Insurance Company Managing Director of Nippon Life Japan
2-2, Yuraku-cho 1 Chome
Chiyoda-ku Tokyo 100 Japan
Sherman R. Lewis, Jr. Lehman Brothers Inc. Vice Chairman of Lehman Brothers USA
3 World Financial Center
16th Floor
New York, NY 10285
Dina Merrill RKO Pavillion Actress and Private Investor USA
551 Madison Avenue
14th Floor
New York, NY 10022
Roger S. Penske Penske Corporation President of the Penske Corporation USA
13400 Outer Drive West
Detroit, Michigan 48239
Malcolm Wilson Kent, Hazzard, Jaeger, Greer, Counsel to Kent, Jaeger, Greer, Wilson and Fay USA
Wilson & Fay
50 Main Street
White Plains, NY 10606-1920
</TABLE>
<PAGE>
Lehman Brothers Holdings Inc.
Board Of Directors
<TABLE>
<CAPTION>
Name Business Address Principal Occupation Citizenship
<S> <C> <C> <C>
Roger S. Berlind Berlind Productions Private Investor USA
10 East 53rd Street
30th Floor
New York, NY 10022
David M. Culver CAI Capital Corporation Chairman of CAI Capital Corporation Canada
3429 Brummond Street
Suite 200
Montreal, Quebec H3G 1X6
Richard S. Fuld, Jr. Lehman Brothers Inc. President and Chief Operating Officer of Lehman USA
3 World Fiancial Center Brothers Inc.
10th Floor
New York, NY 10285
Katsumi Funaki Nippon Life Insurance Company General Manager for North America, Nippon Life Japan
780 Third Avenue Insurance Company
43rd Floor
New York, NY 10017
- -
Richard M. Furlaud Bristol-Myers Squibb Company Former President of Bristol-Myers Squibb Company USA
150 E. 52nd street
12th Floor
New York, New York 10022
Harvey Golub American Express Company Chairman, President and Chief Executive Officer of the USA
American Express Tower American Express Company
World Financial center
51st Floor
New York, New York 10285
Yutaka Hashimoto Nippon Life Insurance Company Managing Director of Nippon Life Japan
2-2, Yuraku-cho 1 Chome
Chiyoda-ku Tokyo 100 Japan
</TABLE>
<PAGE>
Lehman Brothers Holdings Inc.
Board of Directors
<TABLE>
<CAPTION>
Name Business Address Principal Occupation Citizenship
<S> <C> <C> <C>
Sherman R. Lewis, Jr. Lehman Brothers Inc. Vice Chairman of Lehman Brothers USA
3 World Financial Center
16th Floor
New York, NY 10285
Dina Merrill RKO Pavillion Actress and Private Investor USA
551 Madison Avenue
14th Floor
New York, NY 10022
Roger S. Penske Penske Corporation President of the Penske Corporation USA
13400 Outer Drive West
Detroit, Michigan 48239
Malcolm Wilson Kent, Hazzard, Jaeger, Greer, Counsel to Kent, Jaeger, Greer, Wilson and Fay USA
Wilson & Fay
50 Main Street
White Plains, NY 10606-1920
</TABLE>
<PAGE>
Lehman Brothers Holdings Inc.
Executive Officers Who Are Not Directors
<TABLE>
<CAPTION>
Name Business Address Principal Occupation Citizenship
<S> <C> <C> <C>
Ronald L. Gallatin Lehman Brothers Inc. Senior Executive Vice President of Lehman Brothers USA
3 World Financial Center
10th Floor
New York, NY 10285
David Marcus Lehman Brothers Inc. Managing Director and General Counsel USA
3 World Financial Center of Lehman Brothers
19th Floor
New York, NY 10285
Robert Matza Lehman Brothers Inc. Managing Director and Chief Financial Officer USA
3 World Financial Center of Lehman Brothers
6th Floor
New York, NY 10285
Michael Milversted Lehman Brothers Inc. Managing Director and Treasurer of Lehman Brothers USA
388 Greenwich Street
8th Floor
New York, NY 10013
T. Christopher Pettit Lehman Brothers Inc. Managing Partner of Lehman Brothers USA
3 World Financial Center
10th Floor
New York, NY 10285
</TABLE>
<PAGE>
American Express Company
Board of Directors
<TABLE>
<CAPTION>
Name Business Address Principal Occupation Citizenship
<S> <C> <C> <C>
Anne L. Armstrong Kleberg Bank Building Chairman of the Board of Trustees, Center for Strategic USA
Sixth & Kleberg Streets and International Studies
Kingsville, TX 78363
William G. Bowen 140 East 62nd Street President, the Andrew Mellon Foundation USA
New York, NY 10021
John J. Byrne, Jr. The 1820 House Chairman & CEO, Fund American Companies USA
Main Street
Norwich, VT 05055
David M. Culver CAI Capital Corporation Chairman of CAI Capital Corporation Canada
3429 Brummond Street
Suite 200
Montreal, Quebec H3G 1X6
Charles W. Duncan, Jr. 600 Travis Duncan Interests USA
61st Floor
Houston, TX 77002-3007
George M.C. Fisher 1303 East Algonquin Road Chairman and CEO, Motorola, Inc. USA
Schaumburg, IL 60196
Richard M. Furlaud Bristol-Myers Squibb Company Former President of Bristol-Myers Squibb Company USA
150 E. 52nd street
12th Floor
New York, New York 10022
Harvey Golub American Express Company Chairman, President and Chief Executive Officer of the USA
American Express Tower American Express Company
World Financial Center
51st Floor
New York, New York 10285
Beverly Hills Greenough 211 Central Park West Former President, New York City Opera USA
New York, NY 10024
</TABLE>
<PAGE>
American Express Company
Board of Directors
<TABLE>
<CAPTION>
Name Business Address Principal Occupation Citizenship
<S> <C> <C> <C>
F. Ross Johnson 200 Galleria Parkway, N.W. Chairman & CEO, RJM Group USA
Suite 970
Atlanta, GA 30339
Vernon E. Jordan, Jr. 1333 New Hampshire Ave., N.W. Partner, Akin, Gump, Hauer & Feld USA
Suite 400
Washington, D. C. 20036
Henry A. Kissinger 350 Park Ave. Chairman, Kissinger Associates, Inc. USA
26th Floor
New York, NY 10022
Drew Lewis Martin Tower Chairman & CEO, Union Pacific Corporation USA
Eighth & Eaton Avenues
16th Floor
Bethlehem, PA 18018
Aldo Papone American Express Company Senior Advisor, American Express Company USA
American Express Tower
3 World Financial Center
New York, NY 10285
Roger S. Penske Penske Corporation President of the Penske Corporation USA
13400 Outer Drive West
Detroit, Michigan 48239
Frank P. Popoff 2030 Willard H. Dow Center President & CEO, The Dow Chemical Company USA
Midland, MI 48674
Jeffrey E. Stiefler IDS Tower 10 President & CEO, IDS Financial Corporation USA
Minneapolis, MN 5440
</TABLE>
<PAGE>
American Express Company
American Express Tower
3 World Financial Center
New York, NY 10285
Executive Officers Who Are Not Directors
<TABLE>
<CAPTION>
Name Office Citizenship
<S> <C> <C>
Mark J. Babij Assistant Comptroller USA
Gary A. Beller Executive Vice President USA
Pamela A. Davis Vice President and Assistant Treasurer USA
Daniel T. Henry Senior Vice President and Comptroller USA
Joseph W. Keilty Executive Vice President USA
Donald J. Ledger Assistant Secretary USA
Jonathan S. Linen Vice Chairman USA
Michael P. Monaco Executive Vice President, Chief Financial Officer & Treasurer USA
Barbara A. Neysmith Assistant Secretary USA
Stephen P. Norman Secretary USA
Louise M. Parent Executive Vice President and General Counsel USA
John J. Perrell III Assistant Comptroller USA
Robert M. Pyle, Jr. Senior Assistant Secretary USA
Irene C. Roberts Senior Vice President USA
Vincent J. Santo Assistant Comptroller USA
Thomas Schick Executive Vice President USA
Ronald C. Stovall Vice President and Assistant Treasurer USA
</TABLE>
<PAGE>
APPENDIX B
On May 16, 1988, E.F. Hutton & Co., Inc. ("Hutton"), a company acquired by and
merged into LB, pleaded guilty to a Federal Information involving a failure to
file currency transaction reports with the Internal Revenue Service. The
criminal disposition involved three felony counts and resulted in a $1,010,000
fine. The majority of the activities on which the Information is based took
place during 1982 and 1983, and none occurred later than August, 1984. All
alleged failures to file took place in Hutton's Providence, Rhode Island branch
office.
LB has been involved in a number of civil proceedings which concern matters
arising in connection with the conduct of its business. Certain of such
proceedings have resulted in findings of a violation of federal or state
securities laws. Each of these proceedings was settled by LB consenting to the
entry of an order without admitting or denying the allegations in the complaint.
All of such proceedings are reported and summarized in Schedule D to LB's Form
BD filed with the Securities and Exchange Commission, which descriptions are
hereby incorporated by reference.
<PAGE>
APPENDIX C
Beneficial Ownership of Shares of
Common Stock, par value $.01 per share,
of Houston Biotechnology Incorporated
<TABLE>
<CAPTION>
Percentage of Common
Name Amount D/I Stock
<S> <C> <C> <C>
Lehman Brothers Inc. 1,750 (D)
58 (W) (D)
21,697 (I)
723 (W) (I) .63%
Houston Ophthalmic Research Services 1 Inc. 19,883 (D)
663 (W) (D) .53%
Houston Ophthalmic Research Services 2 Inc. 1,808 (D)
60 (W) (D) .05%
Shearson/HLBP Acquisition Corp. 476,900 (D)
15,897 (W) (D) 12.72%
E.F. Hutton Group Inc. 21,697 (I)
723 (W) (I) .58%
Lehman Brothers Group Inc. 476,900 (I)
15,897 (W) (I) 12.72%
Lehman Brothers Holdings Inc. 500,341 (I)
16,678 (W) (I) 13.35%
- ----------------------------------------------------------
(D) - Direct ownership and indirect ownership of shares held by subsidiaries.
(I) - Indirect ownership of shares held by LB.
(W) - Warrants
</TABLE>
<PAGE>
Joint Filing Agreement
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as
amended, the persons named below agree to joint filing on behalf of each of them
of a Statement on Schedule 13D (including amendments thereto) and further agree
that this Joint Filing Agreement be included as an Exhibit to such joint
filings. In evidence thereof, the undersigned, being duly authorized, hereby
execute this Agreement this 15th day of September, 1993.
LEHMAN BROTHERS INC.
By:
Name: Karen C. Manson
Title: Senior Vice President
HUTTON OPHTHALMIC RESEARCH SERVICES 1 INC.
By:
Name: Karen C. Manson
Title: Secretary
HUTTON OPHTHALMIC RESEARCH SERVICES 2 INC.
By:
Name: Karen C. Manson
Title: Secretary
SHEARSON/HBLP ACQUISITION CORP.
By:
Name: Eileen M. Bannon
Title: Assistant Secretary
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
( )
HOUSTON BIOTECHNOLOGY INCORPORATED
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
167763101000
(CUSIP Number)
Secretary
Lehman Brothers Inc.
2 World Trade Center, 15th Flr.
New York, New York 10048
(212) 528-5772
(Name, Address and Telephone Number of
Person Authorized to Receive Notice and
Communications)
July 30, 1993
(Date of Event which Required Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13D to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-l(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [X]. (A fee is
not required only if the reporting person (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-l(a) for other parties to whom copies
are to be sent.
<PAGE>
SCHEDULE 13D
CUSIP NO. 167763101000
1. Name of Reporting Person
S.S. or I.R.S. No. of Above Person
Lehman Brothers Inc.
2. Check the Appropriate Box if a Member of a group (see instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (see instructions)
0
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(E)
[X]
6. Citizenship or Place of Organization
Delaware
7. Number of Shares Beneficially Owned by Each Reporting Person with Sole
Voting Power
24,228
8. Number of Shares Beneficially Owned by Each Reporting Person with Shared
Voting Power
0
9. Number of Shares Beneficially Owned by Each Reporting Person with Sole
Dispositive Power
24,228
10. Number of Shares Beneficially Owned by Each Reporting Person with Shared
Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
24,228
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions)
[ ]
13. Percent of Class represented by Amount in Row (11)
0.63%
14. Type of Reporting Person (see instructions)
BD, CO
SCHEDULE 13D
CUSIP NO. 167763101000
1. Name of Reporting Person
S.S. or I.R.S. No. of Above Person
Hutton Ophthalmic Research Services 1 Inc.
2. Check the Appropriate Box if a Member of a Group (see instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (see instructions)
0
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
20,552
8. Number of Shares Beneficially Owned by Each Reporting Person with Shared
Voting Power
0
9. Number of Shares Beneficially Owned by Each Reporting Person with Sole
Dispositive Power
20,552
10. Number of Shares Beneficially Owned by Each Reporting Person with Shared
Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
20,552
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions)
[ ]
13. Percent of Class Represented by Amount in Row (11)
0.53%
14. Type of Reporting Person (see instructions)
CO
<PAGE>
SCHEDULE 13D
CUSIP NO. 167763101000
1. Name of Reporting Person
S.S. or I.R.S. No. of Above Person
Hutton Ophthalmic Research Services 2 Inc.
2. Check the Appropriate Box if a Member of a Group (see instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (see instructions)
0
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
1868
8. Number of Shares Beneficially Owned by Each Reporting Person with Shared
Voting Power
0
9. Number of Shares Beneficially Owned by Each Reporting Person with Sole
Dispositive Power
1868
10. Number of Shares Beneficially Owned by Each Reporting Person with Shared
Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1868
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions)
[ ]
13. Percent of Class Represented by Amount in Row (11)
0.05%
14. Type of Reporting Person (see instructions)
CO
SCHEDULE 13D
CUSIP NO. 167763101000
1. Name of Reporting Person
S.S. or I.R.S. No. of Above Person
Shearson/HBLP Acquisition Corp.
2. Check the Appropriate Box if a Member of a Group (see instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (see instructions)
0
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
492,797
8. Number of Shares Beneficially Owned by Each Reporting Person with
Shared Voting Power
0
9. Number of Shares Beneficially Owned by Each Reporting Person with Sole
Dispositive Power
492,797
10. Number of Shares Beneficially Owned by Each Reporting Person with
Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
492,797
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions)
[ ]
13. Percent of Class Represented by Amount in Row (11)
12.77%
14. Type of Reporting Person (see instructions)
CO
<PAGE>
Item 1. Security and Issuer.
The class of equity securities to which this statement relates is the Common
Stock, par value $.01 per share (the "Common Stock"), of Houston Biotechnology
Incorporated, a Delaware corporation (the "Company"). The address of the
principal executive offices of the Company is 3608 Research Forest Drive, The
Woodlands, Texas 77381.
Item 2. Identity and Background.
This statement is filed on behalf of the following entities (the "Reporting
Persons"):
Lehman Brothers Inc. ("LB"), a Delaware corporation
World Financial Center
200 Vesey Street
New York, NY
LB is a full-line securities firm.
Hutton Ophthalmic Research Services 1 Inc. ("HORS 1"), a Delaware
corporation
World Financial Center
200 Vesey Street
New York, NY
The sole business of HORS 1 is to hold the stock of the Company
Hutton Ophthalmic Research Services 2 Inc. ("HORS 2"), a Delaware
corporation
World Financial Center
200 Vesey Street
New York, NY
The sole business of HORS 2 is to hold the stock of the Company
Shearson/HBLP Acquisition Corp. ("Acquisition Corp")
World Financial Center
200 Vesey Street
New York, NY
The sole business of Acquisition Corp is to hold the stock of the
Company
The following entities are control persons (the "Control Persons") of the
Reporting Persons:
E.F. Hutton Group Inc., a Delaware corporation ("EFH")
World Financial Center
200 Vesey Street
New York, NY
EFH is a holding company and the parent of HORS I and HORS II
Lehman Brothers Group Inc., a Delaware corporation ("Group")
World Financial Center
200 Vesey Street
New York, NY
Group is a holding company. It is the parent of Acquisition Corp.
Lehman Brothers Holdings Inc., a Delaware corporation ("Holdings")
World Financial Center
200 Vesey Street
New York, NY
Holdings through its domestic and foreign subsidiaries is a full-line
securities firm. It is the immediate parent of LB.
American Express Company ("AMEXCO"), a New York corporation
World Financial Center
200 Vesey Street
New York, NY
AMEXCO and its subsidiaries are principally engaged in the business
of providing travel related services, investors diversified financial
services, international banking services, information services and
investment services. AMEXCO is the immediate parent of Holdings.
The names, residence or business addresses, citizenships and present principal
occupations or employment of the executive officers and directors of the
Reporting Persons and the Control Persons are set forth in Appendix A hereto.
Except as stated in Appendix B hereto, none of the Reporting Persons, or, to the
best knowledge of the Reporting Persons, the Control Persons or any of the
persons listed in Appendix A has during the last five years (i) been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) 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
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source of Funds or Other Consideration.
The Reporting Persons acquired 479,341 shares ("Shares") of Common Stock and
Warrants ("Warrants") to purchase 16,678 shares ("Warrant Shares") Common Stock
as liquidating distribution from Houston Biotech Partners, L.P. ("LP"). The
Reporting Persons understand that they acquired a right to receive the Shares
and Warrants as of July 30, 1993. No consideration was paid by the Reporting
Persons to acquire the Shares or the Warrants.
HORS 1 and HORS 2 had acquired and aggregate of 21,000 shares of Common Stock in
1992.
<PAGE>
Item 4. Purpose of the Transaction.
The Reporting persons hold all of the shares of Common Stock and Warrants of the
Company for investment purposes. Depending on their evaluation of a number of
factors, including the Company's business, prospects and financial condition,
the market for the Company's securities, other available opportunities, general
economic conditions, money and stock market conditions and regulatory approvals,
the Reporting Persons may decide to dispose of all or a portion of such shares,
Warrants and/or Warrant Shares in accordance with applicable laws.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate beneficial ownership of Common Stock of the
Reporting Persons and, to their knowledge, of the Control
Persons and persons listed in Appendix A hereto is set forth
in Appendix C hereto.
(b) Each Reporting Person and each person listed in Appendix A
hereto has the power to vote and dispose of all of the Common
Stock beneficially owned by such person as set forth in
Appendix C hereto. AMEXCO may be deemed to beneficially own
the shares of Common Stock beneficially owned by the Reporting
Persons. AMEXCO disclaims such beneficial ownership.
(c) Except as described herein, there were no purchases and sales
of Common Stock effected during the past 60 days by the
Reporting Persons or, to their knowledge, the Control Persons
or any person listed in Appendix A hereto.
(d) Neither the Reporting Persons nor, to their knowledge, the
Control Persons or any of the persons listed in Appendix A
hereto knows of any other person who has the right to receive
or the power to direct the receipt of dividends from, or the
proceeds from the sale of, any shares of Common Stock
beneficially owned by the Reporting Persons.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
None
Item 7. Material to be Filed as Exhibits.
Exhibit 1 - Joint Filing Agreement dated September 15, 1993 among and between
LB, HORS 1, HORS 2 and Acquisition Corp.
<PAGE>
SIGNATURES
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.
Dated: September 15, 1993
LEHMAN BROTHERS INC.
BY: ____________________________
Name: Karen C. Manson
Title: Senior Vice President
HUTTON OPHTHALMIC RESEARCH SERVICES 1 INC.
BY: _____________________________
Name: Karen C. Manson
Title: Secretary
HUTTON OPHTHALMIC RESEARCH SERVICES 2 INC.
BY: _____________________________
Name: Karen C. Manson
Title: Secretary
SHEARSON/HBLP ACQUISITION CORP.
BY: _____________________________
Name: Eileen M. Bannon
Title: Assistant Secretary
<PAGE>
APPENDIX A
DIRECTORS AND EXECUTIVE OFFICERS OF REPORTING PERSONS AND CONTROL PERSON
- - See following pages -
<PAGE>
APPENDIX B
On May 16, 1988, E.F. Hutton & Co., Inc. ("Hutton"), a company acquired by and
merged into LB, pleaded guilty to a Federal Information involving a failure to
file currency transaction reports with the Internal Revenue Service. The
criminal disposition involved three felony counts and resulted in a $1,010,000
fine. The majority of the activities on which the Information is based took
place during 1982 and 1983, and none occurred later than August, 1984. All
alleged failures to file took place in Hutton's Providence. Rhode Island branch
office.
LB has been involved in a number of civil proceedings which concern matters
arising in connection with the conduct of its business. Certain of such
proceedings have resulted in findings of a violation of federal or state
securities laws. Each of these proceedings was settled by LB consenting to the
entry of an order without admitting or denying the allegations in the complaint.
All of such proceedings are reported and summarized in Schedule D to LB'S Form
BD filed with the Securities and Exchange Commission, which descriptions are
hereby incorporated by reference.
<PAGE>
APPENDIX C
Beneficial Ownership of Shares of
Common Stock, par value $.01 per
share. of Houston Biotechnology Incorporated
<TABLE>
<CAPTION>
Percentage of Common
Name Amount D/I Stock
<S> <C> <C> <C>
Lehman Brothers Inc. 1,750 (D)
58 (W) (D)
21,697 (I)
723 (W) (I) .63%
Houston Ophthalmic Research Services l Inc. 19,883 (D)
663 (W) (D) .53%
Houston Ophthalmic Research Services 2 Inc. 1,808 (D)
60 (W) (D) .05%
Shearson/HLBP Acquisition Corp. 476,900 (D)
15,897 (W) (D) 12.72%
E. F. Hutton Group Inc. 21,697 (I)
723 (W) (I) .58%
Lehman Brothers Group Inc. 476,900 (I)
15,897 (W) (I) 12.72%
Lehman Brothers Holdings Inc. 500,341 (I)
16,678 (W) (I) 13.35%
</TABLE>
- ---------------------
(D) - Direct ownership and indirect ownership of shares held by subsidiaries.
(I) - Indirect ownership of shares held by LB (W) - Warrants
<PAGE>
Exhibit 1
Joint Filing Agreement
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as
amended, the persons named below agree to joint filing on behalf of each of them
of a Statement on Schedule 13D (including amendments thereto) and further agree
that this Joint Filing Agreement be included as an Exhibit to such joint
filings. In evidence thereof, the undersigned, being duly authorized, hereby
execute this Agreement this 15th day of September, 1993.
LEHMAN BROTHERS INC.
BY: ____________________________
Name: Karen C. Manson
Title: Senior Vice President
HUTTON OPHTHALMIC RESEARCH SERVICES 1 INC.
BY: _____________________________
Name: Karen C. Manson
Title: Secretary
HUTTON OPHTHALMIC RESEARCH SERVICES 2 INC.
BY: _____________________________
Name: Karen C. Manson
Title: Secretary
SHEARSON/HBLP ACQUISITION CORP.
BY: _____________________________
Name: Eileen M. Bannon
Title: Assistant Secretary
<PAGE>
Lehman Brothers Inc.
Board of Directors
<TABLE>
<CAPTION>
Name Business Address Principal Occupation Citizenship
<S> <C> <C> <C>
Roger S. Berlind Berlind Productions Private Investor USA
10 East 53rd Street
30th Floor
New York, NY 10022
Philip Caldwell Lehman Brothers Inc. Senior Managing Director of Lehman Brothers USA
3 World Financial Center
19th Floor
New York, NY 10285
Richard S. Fuld, Jr. Lehman Brothers Inc. President and Chief Operating Officer of Lehman Brothers USA
3 World Financial Center
10th Floor
New York, NY 10285
Harvey Golub American Express Company President, Chairman and Chief Executive Officer of the USA
American Express Tower American Express Company
World Financial Center
51st Floor
New York, NY 10285
John R. Laird Lehman Brothers Inc. Director USA
3 World Financial Center
19th Floor
New York, NY 10285
Vice Chairman of Lehman Brothers
Sherman R. Lewis, Jr. Lehman Brothers Inc. USA
3 World Financial Center
16th Floor
New York, NY 10285
</TABLE>
<PAGE>
9/13/93
Lehman Brothers Inc.
Board of Directors (cont'd)
<TABLE>
<CAPTION>
Name Business Address Principal Occupation Citizenship
<S> <C> <C> <C>
David Marcus Lehman Brothers Inc. Managing Director of Lehman Brothers USA
3 World Financial Center
19th Floor
New York, NY 10285
Richard B. Stewart, Jr. Lehman Brothers Inc. Vice Chairman of Lehman Brothers USA
3 World Financial Center
19th Floor
New York, NY 10285
Malcolm Wilson Kent, Hazzard, Jaeger, Greer, Counsel to Kent, USA
Wilson & Fay Hazzard, Jaeger, Greer,
50 Main Street Wilson & Fay
White Plains, NY 10606-1920
</TABLE>
<PAGE>
Lehman Brothers Inc.
Executive Officers Who Are Not Directors
<TABLE>
<CAPTION>
Name Business Address Principal Occupation Citizenship
<S> <C> <C> <C>
Ronald L. Gallatin Lehman Brothers Inc. Senior Executive Vice President of Lehman Brothers USA
3 World Financial Center
10th Floor
New York, NY 10028
Robert Matza Lehman Brothers Inc. Managing Director and Principal Financial Officer of Lehman USA
3 World Financial Center Brothers
6th Floor
New York, NY 10285
Michael Milversted Shearson Lehman Brothers Inc. Managing Director and Treasurer of Lehman Brothers USA
American Express Tower
World Financial Center
12th Floor
New York, NY 10285
T. Christopher Pettit Lehman Brothers Inc. Managing Partner of Lehman Brothers USA
3 World Financial Center
10th Floor
New York, NY 10028
</TABLE>
<PAGE>
Hutton Ophthalmic Research Services 1 Inc.
Directors and Executive Officers
<TABLE>
<CAPTION>
Name, Title and Address Principal Occupation Citizenship
<S> <C> <C>
Ron Hiram Managing Director, Lehman Brothers Inc. USA
Director
President & CFO
388 Greenwich Street, 28th Floor
New York, NY 10013
Craig Emrick Senior Vice President, Lehman Brothers Inc. USA
Treasurer
American Express Tower
3 World Financial Center
12th Floor
New York, NY 10285
Karen C. Manson Senior Vice President, Lehman Brothers. Inc. USA
Secretary
2 World Trade Center, 15th Floor
New York, NY 10048
Kenneth Braddock Managing Director, USA
Assistant Treasurer Lehman Brothers, Inc.
American Express Tower
3 World Financial Center
16th Floor
New York, NY 10013
Thomas E. Gengler, Jr. Managing Director, Lehman Brothers Inc. USA
Assistant Treasurer
388 Greenwich Street, 31st Floor
New York, NY 10013
Joseph L. Ternullo Tax Manager, The Boston USA
Assistant Treasurer Company Advisors Limited
One Boston Place Partnerships Administration
Boston, MA 02108
Eileen M. Bannon Assistant Secretary, Lehman Brothers Inc. USA
Assistant Secretary
2 World Trade Center, 15th Floor
New York, NY 10048
Madeline L. Shapiro Assistant Secretary, Lehman Brothers Inc. USA
Assistant Secretary
2 World Trade Center, 15th Floor
New York, NY 10048
</TABLE>
<PAGE>
Hutton Ophthalmic Research Services 2 Inc.
Directors and Executive Officers
<TABLE>
<CAPTION>
Name, Title and Address Principal Occupation Citizenship
<S> <C> <C>
Ron Hiram Managing Director, Lehman Brothers Inc. USA
Director
President & CFO
388 Greenwich Street, 28th Floor
New York, NY 10013
Craig Emrick Senior Vice President, USA
Treasurer Lehman Brothers Inc.
American Express Tower
3 World Financial Center
12th Floor
New York, NY 10285
Karen C. Manson Senior Vice President, USA
Secretary Lehman Brothers Inc.
2 World Trade Center, 15th Floor
New York, NY 10048
Kenneth Braddock Managing Director, USA
Assistant Treasurer Lehman Brothers, Inc.
American Express Tower
3 World Financial Center
16th Floor
New York, NY 10013
Thomas E. Gengler, Jr. Managing Director, USA
Assistant Treasurer Lehman Brothers Inc.
388 Greenwich Street, 31st Floor
New York, NY 10013
Joseph L. Ternullo Tax Manager, The Boston USA
Assistant Treasurer Company Advisors Limited
One Boston Place Partnerships Administration
Boston, MA 02108
Eileen M. Bannon Assistant Secretary, Lehman Brothers Inc. USA
Assistant Secretary
2 World Trade Center, 15th Floor
New York, NY 10048
Madeline L. Shapiro Assistant Secretary, Lehman Brothers Inc. USA
Assistant Secretary
2 World Trade Center, 15th Floor
New York, NY 10048
</TABLE>
<PAGE>
Shearson/HBLP Acquisition Corp.
Directors and Executive Officers
<TABLE>
<CAPTION>
Name, Title and Address Principal Occupation Citizenship
<S> <C> <C>
Rocco Andriola Senior Vice President of Shearson Lehman USA
Shearson Lehman Brothers Plaza Brothers Inc.
388 Greenwich Street
New York, NY 10013
Eliot Fried* Managing Director of Shearson Lehman USA
American Express Tower Brothers Inc.
World Financial Center
New York, NY 10285
Ron Hiram Executive Vice President of Shearson Lehman USA
Shearson Lehman Brothers Plaza Brothers Inc.
388 Greenwich Street
New York, NY 10013
Robert Matza* Managing Director of Shearson Lehman USA
American Express Tower Brothers Inc.
World Financial Center
New York, NY 10285
*Director of Shearson/HBLP Acquisition Corp.
</TABLE>
<PAGE>
The E. F. Hutton Group Inc.
Directors and Executive Officers
<TABLE>
<CAPTION>
Name, Title and Address Principal Occupation Citizenship
<S> <C> <C>
Richard B. Stewart, Jr. Chief Financial Officer, USA
Director Lehman Brothers Inc.
American Express Tower
3 World Financial Center
New York, NY 10285
Kenneth Braddock USA
Vice President Managing Director,
American Express Tower Lehman Brothers Inc.
3 World Financial Center,
16th Floor
New York, NY 10235
Thomas E. Gengler, Jr. USA
Vice President Managing Director,
388 Greenwich Street, 31st Floor Lehman Brothers Inc.
New York, NY 10013
Maxine L. Gerson USA
Vice President Senior Vice President,
2 World Trade Center, 15th Floor Lehman Brother Inc.
New York, NY 10048
Alfred Grotell Vice President USA
388 Greenwich Street, 31st Floor Managing Director,
New York, NY 10013 Lehman Brothers Inc.
Thomas E. Hommel USA
Vice President Senior Vice President,
388 Greenwich Street, 35th Floor Lehman Brothers Inc.
New York, NY 10013
Karen M. Muller USA
Vice President Managing Director,
2 World Trade Center, 15th Floor Lehman Brothers Inc.
New York, NY 10048
USA
Joseph Polizzoto Managing Director
Vice President Lehman Brothers Inc.
388 Greenwich Street, 35th Floor
New York, NY 10013
</TABLE>
<PAGE>
The E. F. Hutton Group Inc.
Directors and Executive Officers
<TABLE>
<CAPTION>
Name, Title and Address Principal Occupation Citizenship
<S> <C> <C>
USA
Michael R. Milverstad Managing Director,
Treasurer Lehman Brothers Inc.
American Express Tower
3 World Financial Center
12th floor
New York, NY 10285
USA
Karen C. Manson Senior Vice President,
Secretary Lehman Brothers, Inc.
2 World Trade Center
15th Floor
New York, NY 10048
USA
Thomas J. Burns Executive Vice President,
President Lehman Brothers Inc.
388 Greenwich Street
33rd Floor
New York, NY 10013
USA
Craig Emrick Senior Vice President,
Assistant Treasurer Lehman Brothers Inc.
American Express Tower
3 World Financial Center
12th Floor
New York, NY 10013
USA
Eileen M. Bannon Assistant Secretary,
Assistant Secretary Lehman Brothers Inc.
2 World Trade Center
15th Floor
New York, NY 10048
USA
Madeline L. Shapiro Assistant Secretary,
Assistant Secretary Lehman Brothers Inc.
2 World Trade Center
15th Floor
New York, NY 10048
USA
John D. Smith, Jr. Assistant Secretary,
Assistant Secretary Lehman Brothers Inc.
2 World Trade Center
15th Floor
New York, NY 10048
</TABLE>
<PAGE>
Lehman Brothers Group Inc.
Board of Directors
<TABLE>
<CAPTION>
Name Business Address Principal Occupation Citizenship
<S> <C> <C> <C>
Eliot Fried Lehman Brothers Inc. Managing Director of USA
3 World Financial Center Lehman Brothers Inc.
18th Floor ("Lehman Brothers")
New York, NY 10285
Richard Stewart, Jr. Lehman Brothers Inc. Vice Chairman of Lehman Brothers USA
3 World Financial Center
19th Floor
New York, NY 10285
</TABLE>
Lehman Brothers Group Inc.
Executive Officers Who Are Not Directors
<TABLE>
<CAPTION>
Name Business Address Principal Occupation Citizenship
<S> <C> <C> <C>
Michael Milversted Lehman Brothers Inc. Managing Director and Treasurer of Lehman USA
388 Greenwich Street Brothers
8th Floor
New York, NY 10013
</TABLE>
<PAGE>
09/13/93
Lehman Brothers Holdings Inc.
Board of Directors
<TABLE>
<CAPTION>
Name Business Address Principal Occupation Citizenship
<S> <C> <C> <C>
Roger S. Berlind Berlind Productions Private Investor USA
10 East 53rd Street, 30th Floor
New York, NY 10022
David M. Culver CAI Capital Corporation Chairman of CAI Capital Corporation Canada
3429 Brummond Street
Suite 200
Montreal, Quebec H3G 1X6
Richard S. Fuld, Jr. Lehman Brothers Inc. President and Chief Operating Officer of USA
3 World Financial Center Lehman Brothers Inc.
10th Floor
New York, NY 10285
Katsumi Funaki Nippon Life Insurance Company General Manager for North America, Nippon Japan
780 Third Avenue North Life Insurance Company
43rd Floor
New York, NY 10017
Richard M. Furlaud Bristol-Myers Squibb Company Former President of Bristol-Myers Squibb USA
150 E. 52nd Street Company
12th Floor
New York, New York 10022
Harvey Golub American Express Company Chairman, President and USA
American Express Tower Chief Executive Officer
World Financial Center of the American Express Company
51st Floor
New York, New York 10285
</TABLE>
<PAGE>
Lehman Brothers Holdings Inc.
Executive Officers Who Are Not Directors
<TABLE>
<CAPTION>
Name Business Address Principal Occupation Citizenship
<S> <C> <C> <C>
Ronald L. Gallatin Lehman Brothers Inc. Senior Executive Vice President of Lehman USA
3 World Financial Center Brothers
10th Floor
New York, NY 10285
David Marcus Lehman Brothers Inc. Managing Director and General Counsel of USA
3 World Financial Center Lehman Brothers
19th Floor
New York, NY 10285
Robert Matza Lehman Brothers Inc. Managing Director and Chief Financial USA
3 World Financial Center Officer of Lehman Brothers
6th Floor
New York, NY 10285
Michael Milversted Lehman Brothers Inc. Managing Director and Treasurer of Lehman USA
388 Greenwich Street Brothers
8th Floor
New York, NY 10013
T. Christopher Pettit Lehman Brothers Inc. Managing Partner of Lehman Brothers USA
3 World Financial Center
10th Floor
New York, NY 10285
</TABLE>
<PAGE>
09/13/93
American Express Company
Board of Directors
<TABLE>
<CAPTION>
Name Business Address Principal Occupation Citizenship
<S> <C> <C> <C>
Anne L. Armstrong Kleberg Bank Building Chairman of the Board USA
Sixth & Kleberg Streets of Trustees, Center for Strategic and
Kingsville, TX 78363 International Studies
William G. Bowen 140 East 62nd Street President, the Andrew USA
New York, NY 10021 Mellon Foundation
John J. Byrne, Jr. The 1820 House Chairman & CEO, Fund USA
Main Street American Companies
Norwich, VT 05055
David M. Culver CAI Capital Corporation Chairman of CAI Capital Corporation Canada
3429 Brummond Street
Suite 200
Montreal, Quebec H3G lX6
Charles W. Duncan, Jr. 600 Travis Duncan Interests USA
61st Floor
Houston, TX 77002-3007
George M.C. Fisher 1303 East Algonquin Road Chairman and CEO, Motorola, Inc. USA
Schaumburg, IL 60196
Richard M. Furlaud Bristol-Myers Squibb Company Former President of USA
150 E. 52nd Street Bristol-Myers Squibb Company
12th Floor
New York, New York 10022
</TABLE>
<PAGE>
American Express Company
Board of Directors
<TABLE>
<CAPTION>
Name Business Address Principal Occupation Citizenship
<S> <C> <C> <C>
Harvey Golub American Express Company Chairman, President and USA
American Express Tower Chief Executive Officer
World Financial Center of the American Express
51st Floor Company
New York, New York 10285
Beverly Sills Greenough 211 Central Park West Former President, USA
New York, NY 10024 New York City Opera
F. Ross Johnson 200 Galleria Parkway, N.W. Chairman & CEO, USA
Suite 970 RJM Group
Atlanta, GA 30339
Vernon E. Jordan, Jr. 1333 New Hampshire Ave., N.W. Partner, Akin, Gump, USA
Suite 400 Hauer & Feld
Washington, D.C. 20036
Henry A. Kissinger 350 Park Avenue Chairman, Kissinger Associates, Inc. USA
26th Floor
New York, NY 10022
Drew Lewis Martin Tower Chairman & CEO, USA
Eighth & Eaton Avenues Union Pacific Corporation
16th Floor
Bethlehem, PA 18018
Aldo Papone American Express Company Senior Advisor, USA
American Express Tower American Express Company
3 World Financial Center
New York, New York 10285
</TABLE>
<PAGE>
American Express Company
Board of Directors
<TABLE>
<CAPTION>
Name Business Address Principal Occupation Citizenship
<S> <C> <C> <C>
Roger S. Penske Penske Corporation President of the Penske Corporation USA
13400 Outer Drive West
Detroit, Michigan 48239
Frank P. Popoff 2030 Willard H. Dow Center President & CEO, USA
Midland, MI 48674 The Dow Chemical Company
Jeffrey E. Stiefler IDS Tower 10 President & CEO, USA
Minneapolis, MN 5440 IDS Financial Corporation
</TABLE>
<PAGE>
American Express Company
American Express Tower
3 World Financial Center
New York, NY 10285
Executive Officers Who Are Not Directors
Name Office Citizenship
Mark J. Babij Assistant Comptroller USA
Gary A. Beller Executive Vice President USA
Pamela A. Davis Vice President and Assistant Treasurer USA
Daniel T. Henry Senior Vice President and Comptroller USA
Joseph W. Keilty Executive Vice President USA
Donald J. Ledger Assistant Secretary USA
Jonathan S. Linen Vice Chairman USA
Michael P. Monaco Executive Vice President, Chief Financial Officer USA
& Treasurer
Barbara A. Neysmith Assistant Secretary USA
Stephen P. Norman Secretary USA
Louise M. Parent Executive Vice President and General Counsel USA
John J. Perrell III Assistant Comptroller USA
Robert M. Pyle, Jr. Senior Assistant Secretary USA
Irene C. Roberts Senior Vice President USA
Vincent J. Santo Assistant Comptroller USA
Thomas Schick Executive Vice President USA
Ronald C. Stovall Vice President and Assistant USA
