SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 9)
(Final Amendment)
Under the Securities Exchange Act of 1934
Alliance Pharmaceutical Corp.
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
018773101
(CUSIP Number of Class of Securities)
Joseph J. Giunta
Skadden, Arps, Slate, Meagher & Flom
300 South Grand Avenue
Suite 3400
Los Angeles, California 90071
(213) 687-5600
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 10, 1996
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Statement because of Rule 13d-1(b)(3) or (4), check the
following: ___
/ /
Check the following box if a fee is being paid with this
Statement: ___
/ /
CUSIP No. 018773101 13D
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Donna Rae Long
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
___
(a)/ /
___
(b)/ X/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
Not Applicable
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ___
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
: (7) SOLE VOTING POWER
: 0
:
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING : 1,107,966
PERSON WITH :
: (9) SOLE DISPOSITIVE
: 0
:(10) SHARED DISPOSITIVE
: 1,107,966
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,107,966
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
4.0%
(14) TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 018773101 13D
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
David Michael Long, Jr., M.D., Ph.D.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
___
(a)/ /
___
(b)/ X/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
Not Applicable
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ___
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
: (7) SOLE VOTING POWER
: 4,000
:
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING : 1,107,966
PERSON WITH :
: (9) SOLE DISPOSITIVE
: 216,318
:(10) SHARED DISPOSITIVE
: 183,706
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,111,966
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
4.0%
(14) TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 018773101 13D
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
D. Carl Long
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
___
(a)/ /
___
(b)/ X/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
Not Applicable
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ___
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
: (7) SOLE VOTING POWER
: 191,318
:
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING : 170,169
PERSON WITH :
: (9) SOLE DISPOSITIVE
: 191,318
:
:(10) SHARED DISPOSITIVE
: 170,169
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
361,487
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.3%
(14) TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 018773101 13D
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Raymond A. Long, M.D.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
___
(a)/ /
___
(b)/ X/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
PF
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ___
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
: (7) SOLE VOTING POWER
: 36,041
:
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING : 170,169
PERSON WITH :
: (9) SOLE DISPOSITIVE
: 36,041
:(10) SHARED DISPOSITIVE
: 170,169
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
206,210
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
.7%
(14) TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 018773101 13D
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
The Long Family Trust
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
___
(a)/ /
___
(b)/ X/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
Not Applicable
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ___
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
California
: (7) SOLE VOTING POWER
: 829,104
:
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING : 0
PERSON WITH :
: (9) SOLE DISPOSITIVE
:
: 829,104
:(10) SHARED DISPOSITIVE
: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
829,104
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
3.0%
(14) TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 018773101 13D
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
The Long Family Charitable Remainder Unitrust
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
___
(a)/ /
___
(b)/ X/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
Not Applicable
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ___
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
California
: (7) SOLE VOTING POWER
: 8,430
:
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING : 0
PERSON WITH :
: (9) SOLE DISPOSITIVE
: 8,430
:
:(10) SHARED DISPOSITIVE
: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,430
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
.03%
(14) TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 018773101 13D
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Long Family Partners, L.P.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
___
(a)/ /
___
(b)/ X/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
Not Applicable
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ___
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
California
: (7) SOLE VOTING POWER
: 170,169
:
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING : 0
PERSON WITH :
: (9) SOLE DISPOSITIVE
: 170,169
:
:(10) SHARED DISPOSITIVE
: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
170,169
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
.6%
(14) TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 018773101 13D
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Long Family Partners II, L.P.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
___
(a)/ /
___
(b)/ X/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
Not Applicable
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ___
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
California
: (7) SOLE VOTING POWER
: 100,263
:
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING : 0
PERSON WITH :
: (9) SOLE DISPOSITIVE
: 100,263
:
:(10) SHARED DISPOSITIVE
: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,263
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
.3%
(14) TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 018773101 13D
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
David M. Long, Jr. and Donna R. Long Second Unitrust
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
___
(a)/ /
___
(b)/ X/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
Not Applicable
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ___
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
California
: (7) SOLE VOTING POWER
: 0
:
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING : 0
PERSON WITH :
: (9) SOLE DISPOSITIVE
: 0
:
:(10) SHARED DISPOSITIVE
: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
(14) TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 018773101 13D
Pursuant to Item 101(a)(2)(ii) of Regulation S-T, this
Amendment No. 9 ("Amendment No. 9") to the Statement on Schedule
13D filed on October 11, 1990 and the Amendment No. 1 of Schedule
13D filed on April 2, 1991 by Donna Rae Long, an individual
("Donna Long"), David M. Long, Jr., M.D., Ph.D., an individual
("David Long"), D. Carl Long, an individual ("Carl Long"), the
Trust constituted by the Declaration of Trust, dated December 30,
1974, as amended and restated in its entirety pursuant to
Restatement No. 1, dated December 18, 1990 (the "Long Family
Trust"); the Amendment No. 2 of Schedule 13D filed on April 2,
1991 by Donna Long, David Long and the Long Family Trust; the
Amendment No. 3 of Schedule 13D filed on August 6, 1991, the
Amendment No. 4 of Schedule 13D filed on September 4, 1991 and
the Amendment No. 5 of Schedule 13D filed on September 12, 1991
by the Long Family Trust, Donna Long, David Long, Carl Long,
Raymond A. Long, M.D., an individual ("Raymond Long"), and The
Long Family Special Trusts Nos. 1-6 (the "Special Trusts"); the
Amendment No. 6 of Schedule 13D filed on April 21, 1992 by the
Long Family Trust, the Long Family Charitable Remainder Unitrust
organized under the Agreement, dated December 30, 1991, between
Donna Long and David Long, individually and as trustees of the
Charitable Remainder Trust (the "Charitable Remainder Trust"),
Donna Long, David Long, Carl Long, Raymond Long and the Special
Trusts; the Amendment No. 7 of Schedule 13D filed on January 5,
1994 by the Long Family Trust, the Charitable Remainder Trust,
Donna Long, David Long, Carl Long, Raymond Long, the Special
Trusts, the David M. Long, Jr. and Donna R. Long Irrevocable
Unitrust, dated September 14, 1992, by David Long and Donna Long,
as Co-Trustees of the Long Family Trust, as Trustors, and David
Long and Donna Long and Merrill Lynch Trust Company of
California, as Co-Trustees (the "Irrevocable Unitrust"), and the
David M. Long, Jr. and Donna R. Long Second Unitrust, dated April
29, 1993, by David Long and Donna Long, as Co-Trustees of the
Long Family Trust, as Trustors, and David Long and Donna Long and
Merrill Lynch Trust Company of California, as Co-Trustees (the
"Second Unitrust"); and the Amendment No. 8 of Schedule 13D filed
on August 25, 1994 by the Long Family Trust, the Charitable
Remainder Trust, Donna Long, David Long, Carl Long, Raymond Long,
the Special Trusts, the Irrevocable Unitrust and the Second
Unitrust (as amended, the "Schedule 13D") is being filed to
restate the Schedule 13D.
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the shares of Common Stock, par
value $.01 per share (the "Shares"), of Alliance Pharmaceutical
Corp., a New York corporation (the "Issuer"). The address of the
principal executive office of the Issuer is 3040 Science Park
Road, San Diego, California 92121.
The information set forth in the Exhibits is hereby
expressly incorporated herein by reference and the responses to
each item of this Schedule 13D are qualified in their entirety by
the provisions of such Exhibits.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Schedule 13D is filed on behalf of Donna Long,
David Long, Carl Long, Raymond Long, the Long Family Trust, the
Charitable Remainder Trust, Long Family Partners, L.P., a
California limited partnership ("Long Family Partners I"), Long
Family Partners II, L.P., a Delaware limited partnership ("Long
Family Partners II"), and the Second Unitrust (collectively, such
persons are sometimes referred to herein as the "Reporting
Persons" and, individually, as a "Reporting Person"). The
Reporting Persons are making this joint filing because they may
be deemed to constitute a "group" within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934, as amended,
although neither the fact of this filing nor anything contained
herein shall be deemed to be an admission by the Reporting
Persons that a group exists.
(b)-(c)
Donna Long
Donna Long resides at 101 East Ocean Drive, Apt. 201, Key
Colony Beach, Florida 33051.
David Long
David Long is a retired physician and resides at 101 East
Ocean Drive, Apt. 201, Key Colony Beach, Florida 33051.
Donna Long and David Long are husband and wife.
Carl Long
Carl Long is a self-employed international business
consultant and resides at 2870 Pharr Court So. N.W., Concord
Apartments, No. 3104, Atlanta, Georgia 30305. Carl Long is the
son of Donna Long and David Long, and the brother of Raymond
Long.
Raymond Long
Raymond Long is a physician and resides at 3930 Parc
LaFontaigne, Montreal, Quebec, Canada H2L3M6. Raymond Long is
the son of Donna Long and David Long, and the brother of Carl
Long.
The Long Family Trust
The Long Family Trust is a trust organized under the laws of
the State of California. Its business address is 101 East Ocean
Drive, P.O. Box 510029, Key Colony Beach, Florida 33051. The
Trustees of the Long Family Trust are Donna Long and David Long.
The Charitable Remainder Trust
The Charitable Remainder Trust is a trust organized under
the laws of the State of California. Its business address is 101
East Ocean Drive, P.O. Box 510029, Key Colony Beach, Florida
33051. The Trustees of the Long Family Trust are Donna Long and
David Long.
Long Family Partners I
Long Family Partners I is a California limited partnership.
Its business address is 10988 Horizon Hills Road, El Cajon,
California 92020. The principal business of Long Family
Partners I is its investment in the Issuer and certain other
investment opportunities. The general partners of Long Family
Partners I are Donna Long, David Long, Carl Long, Raymond Long,
Kurtis W. Long ("Kurtis Long"), Ruth C. Long ("Ruth Long"),
Carolyn R. Long ("Carolyn Long") and Grace M. Long ("Grace
Long").
Each of Kurtis Long, Ruth Long, Carolyn Long and Grace Long
is a child of Donna Long and David Long, and a brother or sister,
as the case may be, of Carl Long and Raymond Long. Kurtis Long
is a self-employed educational consultant and resides at 100
Hampden Avenue, No. 1, Narbeth, Pennsylvania 19072. Ruth Long
is a full-time student and resides at 5813 Westmont Drive,
Austin, Texas 78731. Carolyn Long is a self-employed business
owner and resides at 1407 Burford Place, Austin, Texas 78704.
Grace Long is currently unemployed and resides at 5813 Westmont
Drive, Austin, Texas 78731. None of Kurtis Long, Ruth Long,
Carolyn Long or Grace Long has, during the past five years, been
convicted in a criminal proceeding (excluding traffic violations
and similar misdemeanors), or has been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, Federal or
state securities laws or finding any violation with respect to
such laws. Each of Kurtis Long, Ruth Long, Carolyn Long and
Grace Long is a citizen of the United States.
Long Family Partners II
Long Family Partners II is a Delaware limited partnership.
Its business address is 1209 Orange Street, Wilmington, Delaware
19801. The principal business of Long Family Partners II is its
investment in the Issuer and certain other investment
opportunities. The general partners of Long Family Partners II
are Donna Long and David Long.
The Second Unitrust
The Second Unitrust is a trust organized under the laws of
the State of California. The business address of the Second
Unitrust is 101 East Ocean Drive, P.O. Box 510029, Key Colony
Beach, Florida 33051. Donna Long and David Long are Co-Trustees
of the Second Unitrust.
(d)-(e) During the past five years, none of the Reporting
Persons has been convicted in a criminal proceeding (excluding
traffic violations and similar misdemeanors), or has been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
Federal or state securities laws or finding any violation with
respect to such laws.
(f) Each of the individual Reporting Persons is a citizen of
the United States. Each of the Long Family Trust, the Charitable
Remainder Trust, Long Family Partners I, Long Family Partners II
and the Second Unitrust was organized in the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Long Family Trust and Carl Long acquired securities of
the Issuer in connection with a merger of Fluoromed
Pharmaceutical, Inc. ("Fluoromed"), in which they were principal
shareholders, into a subsidiary of the Issuer, which was effected
on February 24, 1989. Pursuant to the terms of such merger, each
share of Fluoromed common stock was converted into 141/180 of a
Share. The Long Family Trust and Carl Long held 4,538,042 and
348,465 shares of Fluoromed common stock, respectively, which
were converted into 3,554,815 and 272,964 Shares, respectively.
ITEM 4. PURPOSE OF THE TRANSACTION.
Each of the Reporting Persons holds Shares for purposes of
investment. Depending upon their evaluations of the Issuer's
business and prospects, future developments, market conditions
and other factors, each Reporting Person may, from time to time,
purchase additional Shares or sell all or a portion of the Shares
over which such Reporting Person exercises voting and dispositive
power, either in open market or privately negotiated transactions
or otherwise.
None of the Reporting Persons currently have any plans or
proposals which relate to or would result in any of the following
matters:
(a) The acquisition by any person of additional
securities of the Issuer, or the disposition of securities of the
Issuer;
(b) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Issuer or
any of its subsidiaries;
(c) A sale or transfer of a material amount of assets
of the Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or
management of the Issuer, including any plans or proposals to
change the number or term of directors or to fill any existing
vacancies on the board;
(e) Any material change in the present capitalization
or dividend policy of the Issuer;
(f) Any other material change in the Issuer's business
or corporate structure, including but not limited to, if the
Issuer is a registered closed-end investment company, any plans
or proposals to make any changes in its investment policy for
which a vote is required by Section 13 of the Investment Company
Act of 1940;
(g) Changes in the Issuer's charter, bylaws or
instruments corresponding thereto or other actions which may
impede the acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be
delisted from a national securities exchange or to cease to be
authorized to be quoted in an interdealer quotation system of a
registered national securities association;
(i) A class of equity securities of the Issuer
becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, as
amended; or
(j) Any action similar to any of those enumerated
above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date hereof:
Donna Long
Donna Long, through her position as Co-Trustee of the Long
Family Trust and the Charitable Remainder Trust and general
partner of each of Long Family Partners I and Long Family
Partners II may be considered to be the beneficial owner of
1,107,966 Shares, constituting approximately 4.0% of the Shares
outstanding.
David Long
David Long, individually and through his position as Co-
Trustee of the Long Family Trust and the Charitable Remainder
Trust and general partner of each of Long Family Partners I and
Long Family Partners II, may be considered to be the beneficial
owner of 1,111,966 Shares, constituting approximately 4.0% of the
Shares outstanding.
Carl Long
Carl Long, individually and through his position as general
partner of Long Family Partners I, may be considered to be the
beneficial owner of 361,487 Shares, constituting approximately
1.3% of the Shares outstanding.
Raymond Long
Raymond Long, individually and through his position as
general partner of Long Family Partners I, may be considered to
be the beneficial owner of 206,210 Shares, constituting
approximately .7% of the Shares outstanding.
The Long Family Trust
The Long Family Trust beneficially owns 829,104 Shares,
constituting approximately 3.0% of the Shares outstanding.
The Charitable Remainder Trust
The Charitable Remainder Trust beneficially owns 8,430
Shares, constituting approximately .03% of the Shares
outstanding.
Long Family Partners I
Long Family Partners I beneficially owns 170,169 Shares,
constituting approximately .6% of the Shares outstanding.
Long Family Partners II
Long Family Partners II beneficially owns 100,263 Shares,
constituting approximately .4% of the Shares outstanding.
The Second Unitrust
The Second Unitrust no longer owns any Shares.
The Reporting Persons, in the aggregate, beneficially
own 1,339,325 Shares, constituting approximately 4.8% of the
Shares outstanding. The percentage of Shares reported as
beneficially owned by each person herein is based upon 27,991,491
Shares outstanding as of April 30, 1996, as disclosed in the
Issuer's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996. Accordingly, since the Reporting Persons, in the
aggregate, no longer own in excess of 5% of the outstanding
voting securities of the Issuer, the Reporting Persons no longer
consider themselves subject to the Schedule 13D filing
requirements.
(b)
Donna Long
Donna Long, as Co-Trustee of the Long Family Trust and the
Charitable Remainder Trust shares with David Long the power to
vote, or to direct the vote of, and to dispose, or direct the
disposition of, 837,534 Shares owned by the Long Family Trust and
the Charitable Remainder Trust. Donna Long, as a general partner
of Long Family Partners I, shares the power to vote or direct the
vote of, and dispose or direct the disposition of, 170,169 Shares
owned by Long Family Partners I with the other general partners,
David Long, Carl Long, Raymond Long, Ruth Long, Carolyn Long and
Grace Long. Donna Long, as a general partner of Long Family
Partners II, shares the power to vote or direct the vote of, and
dispose or direct the disposition of, 100,263 Shares owned by
Long Family Partners II with the other general partner, David
Long. Donna Long disclaims beneficial ownership of 4,000 Shares
owned by her husband David Long.
David Long
David Long holds 4,000 Shares in an individual Retirement
Account and retains the sole power to vote or direct the vote of,
and to dispose or direct the disposition of such Shares. David
Long, as Co-Trustee of the Long Family Trust and the Charitable
Remainder Trust shares with Donna Long the power to vote, or to
direct the vote of, and to dispose, or to direct the disposition
of, 837,534 Shares owned by the Long Family Trust and the
Charitable Remainder Trust. David Long, as a general partner of
Long Family Partners I, shares the power to vote or direct the
vote of, and dispose or direct the disposition of, 170,169 Shares
owned by Long Family Partners I with the other general partners,
Donna Long, Carl Long, Raymond Long, Ruth Long, Carolyn Long and
Grace Long. David Long, as a general partner of Long Family
Partners II, shares the power to vote or direct the vote of, and
dispose or direct the disposition of, 100,263 Shares owned by
Long Family Partners II with the other general partner, Donna Long.
Carl Long
Carl Long has the sole power to vote or direct the vote of,
and to dispose, or direct the disposition of, the 191,318 Shares
owned by him individually. Carl Long, as a general partner of
Long Family Partners I, shares the power to vote or direct the
vote of, and dispose or direct the disposition of, 170,169 Shares
owned by Long Family Partners I with the other general partners,
Donna Long, David Long, Raymond Long, Ruth Long, Carolyn Long and
Grace Long.
Raymond Long
Raymond Long has the sole power to vote or direct the vote
of, and to dispose, or direct the disposition of, 36,041 Shares
owned by him individually. Raymond Long, as a general partner of
Long Family Partners I, shares the power to vote or direct the
vote of, and dispose or direct the disposition of, 170,169 Shares
owned by Long Family Partners I with the other general partners,
Donna Long, David Long, Carl Long, Ruth Long, Carolyn Long and
Grace Long.
(c) Information concerning transactions in the Shares
effected by the Reporting Persons is set forth in Schedule 1
hereto and is incorporated herein by reference.
(d) To the knowledge of the Reporting Persons, no person,
other than the persons identified in this Item 5, has the right
to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, Shares attributable to the
Reporting Persons.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
The information set forth in Items 3, 4 and 5 hereof is
hereby incorporated herein by reference.
Pursuant to Restatement No. 1 to the Long Family Trust,
dated December 18, 1990, David Long and Donna Long are the Co-
Trustees of the Long Family Trust. The Long Family Trust is
revocable by each of David Long and Donna Long, as Trustors.
Under the terms of the trust, an affirmative vote of both
Trustees is required to vote or transfer the securities owned by
the Long Family Trust.
The Charitable Remainder Trust was organized under the
Charitable Remainder Trust Agreement, dated December 30, 1991.
Donna Long and David Long, as Trustees of the Charitable
Remainder Trust, have the power to dispose of, and to vote in
person or by proxy with respect to, the Shares held by the
Charitable Remainder Trust.
The Second Unitrust was organized under the David M. Long,
Jr. and Donna R. Long Second Unitrust, dated April 29, 1993.
Donna Long and David Long, as Co-Trustees of the Second Unitrust,
have the power to dispose of, and to vote in person or by proxy
with respect to, the Shares held by the Second Unitrust.
Long Family Partners I was organized pursuant to the
Agreement of Limited Partnership of Long Family Partners, L.P.,
dated as of November 15, 1994, by and among David Long and Donna
Long, as co-Trustees of the Long Family Trust, as General
Partners and Limited Partners, and Kurtis Long, Raymond Long,
Carl Long, Grace Long, Carolyn Long and Ruth Long as General
Partners (the "Long Family Partners I Partnership Agreement").
The Long Family Partners I Partnership Agreement provides that
the General Partners have full, exclusive and complete discretion
in the management and control of the business of Long Family
Partners I, except as delegated to the Managing Partner. No
General Partner may be removed other than by voluntary action or
death. The Limited Partners have no right to participate in the
management or conduct of the partnership business and affairs nor
any power or authority to act for or on behalf of Long Family
Partners I in any respect whatsoever. The Managing Partner is
David Long, who, pursuant to the Long Family Partners I
Partnership Agreement, is responsible for the management of Long
Family Partners I and may be removed from such role for any
reason and a new Managing Partner selected, based upon the
decision of at least 80% of the General Partners, measured
against the aggregate interest in such partnership (the "Sharing
Percentage") of all General Partners.
Net profits and net losses of Long Family Partners I are
generally allocated among the partners based upon the Sharing
Percentages immediately prior to the determination of such
allocations.
The Long Family Partners I Partnership Agreement provides
that the term of Long Family Partners I will end upon the
earliest of (i) December 31, 2039, (ii) the election by the
Managing Partner, with the consent of at least 80% of the Limited
Partners, measured by Sharing Percentages, to terminate Long
Family Partners I, or (iii) the happening of certain other events
set forth therein.
Long Family Partners II was organized pursuant to the
Agreement of Limited Partnership of Long Family Partners II,
L.P., dated as of February 1, 1996, by and among David Long and
Donna Long, as General Partners and Limited Partners (the "Long
Family Partners II Partnership Agreement"). The Long Family
Partners II Partnership Agreement provides that the General
Partners have full, exclusive and complete discretion in the
management and control of the business of Long Family Partners
II, except as delegated to the Managing Partner. No General
Partner may be removed other than by voluntary action or death.
The Limited Partners have no right to participate in the
management or conduct of the partnership business and affairs nor
any power or authority to act for or on behalf of Long Family
Partners II in any respect whatsoever. The Managing Partner is
David Long, who, pursuant to the Long Family Partners II
Partnership Agreement, is responsible for the management of Long
Family Partners II and may be removed from such role for any
reason and a new Managing Partner selected, based upon the
decision of at least 80% of the General Partners, measured
against the Sharing Percentage of all General Partners.
Net profits and net losses of Long Family Partners II are
generally allocated among the partners based upon the Sharing
Percentages immediately prior to the determination of such
allocations.
The Long Family Partners II Partnership Agreement provides
that the term of Long Family Partners II will end upon the
earliest of (i) December 31, 2041, (ii) the election by the
Managing Partner, with the consent of at least 80% of the Limited
Partners, measured by Sharing Percentages, to terminate Long
Family Partners II, or (iii) the happening of certain other
events set forth therein.
ITEM 7. INFORMATION TO BE FILED AS EXHIBITS.
Exhibit Description
11 Joint Filing Agreement between the Reporting Persons
pursuant to Rule 13d-1(f)(1)(iii)
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that this statement is true, complete and
correct.
The Long Family Trust
By: /s/David M. Long, Jr.
Dr. David Michael Long, Jr.,
as Co-Trustee
By: /s/Donna Rae Long
Donna Rae Long, as Co-Trustee
Dated: July 10, 1996
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that this statement is true,
complete and correct.
/s/Donna Rae Long
Donna Rae Long
Dated: July 10, 1996
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that this statement is true,
complete and correct.
/s/David M. Long, Jr.
Dr. David Michael Long, Jr.
Dated: July 10, 1996
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that this statement is true,
complete and correct.
/s/D. Carl Long
D. Carl Long
Dated: July 10, 1996
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that this statement is true,
complete and correct.
/s/Raymond A. Long
Raymond A. Long
Dated: July 10, 1996
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that this statement is true,
complete and correct.
Long Family Partners, L.P.
By: /s/David M. Long, Jr.
Name: Dr. David M. Long, Jr.
Title: Managing Partner
Dated: July 10, 1996
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that this statement is true,
complete and correct.
Long Family Partners II, L.P.
By: /s/David M. Long, Jr.
Name: Dr. David M. Long Jr.
Title: Managing Partner
Dated: July 10, 1996
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that this statement is true, complete and
correct.
David M. Long, Jr. and Donna R. Long
Second Unitrust
By: /s/David M. Long, Jr.
Dr. David M. Long, Jr.
as Co-Trustee
By: /s/Donna Rae Long
Donna Rae Long, as Co-Trustee
Dated: July 10, 1996
SCHEDULE 1
Unless otherwise indicated, each of the following
transactions was a sale of Shares of the Issuer effected through
a broker transaction on the open market.
Transactions in Shares by Reporting Person
During the Past 60 Days
Reporting Trade Date Number of Price Per
Person Shares Sold Share
Long Family 5/21/96 5,000 $20.125
Trust
Long Family 5/3/96 2,500 $18.75
Partners II, 5/6/96 2,000 18.50
L.P. 5/10/96 1,000 18.25
5/20/96 10,000 18.625
5/30/96 5,000 21.50
6/11/96 5,000 21.75
D. Carl Long 5/22/96 10,000 $20.125
5/22/96 15,000 20.25
EXHIBIT INDEX
Exhibit Description Page
11 Joint Filing Agreement among the Reporting
Persons pursuant to Rule 13d-1(f)(12)(iii)
Exhibit 11
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities
Exchange Act of 1934, each of the persons named below agree to
the joint filing on behalf of each of them of a Statement on
Schedule 13D (including amendments thereto) with respect to the
Common Stock, $.01 par value per share, of Alliance
Pharmaceutical Corp., and further agree that this Joint Filing
Agreement be included as an exhibit to such filing provided that,
as contemplated by Section 13d-1(f)(1)(ii), no person shall be
responsible for the completeness or accuracy of the information
concerning the other persons making the filing, unless such
person knows or has reason to believe that such information is
inaccurate. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one
and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby executed
this Agreement as of this 10th day of July 1996.
/s/David M. Long, Jr.
Dr. David M. Long, Jr.
/s/Donna Rae Long
Donna Rae Long
/s/D. Carl Long
D. Carl Long
/s/Raymond A. Long
Raymond A. Long
THE LONG FAMILY TRUST
By: /s/David M. Long, Jr.
Dr. David M. Long, Jr.,
as Co-Trustee
By: /s/Donna Rae Long
Donna Rae Long,
as Co-Trustee
LONG FAMILY PARTNERS, L.P.
By: /s/David M. Long, Jr.
Name: Dr. David M. Long, Jr.
Title: Managing Partner
LONG FAMILY PARTNERS II, L.P.
By: /s/David M. Long, Jr.
Name: Dr. David M. Long, Jr.
Title: Managing Partner
DAVID M. LONG, JR. AND DONNA R.
LONG SECOND UNITRUST
By: /s/David M. Long, Jr.
Dr. David M. Long, Jr.,
as Co-Trustee
By: /s/Donna Rae Long
Donna Rae Long,
as Co-Trustee
