<PAGE>
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
NeoRx Corporation
-----------------
(Name of Issuer)
COMMON STOCK, par value $0.02
------------------------------
(Title of Class of Securities)
640520300
---------------
CUSIP Number
BAY CITY CAPITAL MANAGEMENT LLC
750 Battery Street, Suite 600
San Francisco, California 94111
(415) 837-0996
with a copy to:
Brett R. Dick, Esq.
Heller Ehrman White & McAuliffe
333 Bush Street
San Francisco, California 94104
(415) 772-6394
-------------------------------------
(Name, address and telephone number
of person authorized to receive
notices and communications)
August 21, 1997
---------------------
(Date of Event which requires
filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this statement, and is filing
this statement because of Rule 13d-1(b)(3) or (4), check the following:
/ /
(Page 1 of 9 pages)
<PAGE>
CUSIP NO. 640520300 13D
1) Name of Reporting Persons:
Bay City Capital Fund I, L.P.
_________________________________________________________________
2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) / / ________________________________________
(b) / XX / ________________________________________
_________________________________________________________________
3) SEC Use Only ___________________________________
_________________________________________________________________
4) Source of Funds (See Instructions): WC
_________________________________________________________________
5) / / Check if Disclosure of Legal proceedings
is Required Pursuant to Items 2(d) or 2(e)
_________________________________________________________________
6) Citizenship or Place of Organization: Delaware
_________________________________________________________________
Number 7) Sole Voting Power: -0-
of ___________________________________________
Shares
Beneficially 8) Shared Voting Power: 1,010,000
Owned ___________________________________________
by
Each 9) Sole Dispositive Power: -0-
Reporting ___________________________________________
Person
With 10) Shared Dispositive Power: 1,010,000
_________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each
Reporting Person: 1,010,000
_________________________________________________________________
12) / / Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)
_________________________________________________________________
13) Percent of Class Represented by amount in Row (11):
5.83%
_________________________________________________________________
14) Type of Reporting Person (See Instructions): PN
_________________________________________________________________
(Page 2 of 9 pages)
<PAGE>
CUSIP NO. 640520300 13D
1) Name of Reporting Persons:
Bay City Capital Management LLC
_________________________________________________________________
2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) / / ________________________________________
(b) / XX / ________________________________________
_________________________________________________________________
3) SEC Use Only ___________________________________
_________________________________________________________________
4) Source of Funds (See Instructions): OO
_________________________________________________________________
5) / / Check if Disclosure of Legal proceedings
is Required Pursuant to Items 2(d) or 2(e)
_________________________________________________________________
6) Citizenship or Place of Organization: Delaware
_________________________________________________________________
Number 7) Sole Voting Power: -0-
of ___________________________________________
Shares
Beneficially 8) Shared Voting Power: 1,010,000
Owned ___________________________________________
by
Each 9) Sole Dispositive Power: -0-
Reporting ___________________________________________
Person
With 10) Shared Dispositive Power: 1,010,000
_________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each
Reporting Person: 1,010,000
_________________________________________________________________
12) / / Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)
_________________________________________________________________
13) Percent of Class Represented by amount in Row (11):
5.83%
_________________________________________________________________
14) Type of Reporting Person (See Instructions): OO
_________________________________________________________________
(Page 3 of 9 pages)
<PAGE>
CUSIP NO. 640520300 13D
1) Name of Reporting Persons:
Bay City Capital LLC
_________________________________________________________________
2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) / / ________________________________________
(b) / XX / ________________________________________
_________________________________________________________________
3) SEC Use Only ___________________________________
_________________________________________________________________
4) Source of Funds (See Instructions): OO
_________________________________________________________________
5) / / Check if Disclosure of Legal proceedings
is Required Pursuant to Items 2(d) or 2(e)
_________________________________________________________________
6) Citizenship or Place of Organization: Delaware
_________________________________________________________________
Number 7) Sole Voting Power: -0-
of ___________________________________________
Shares
Beneficially 8) Shared Voting Power: 1,010,000
Owned ___________________________________________
by
Each 9) Sole Dispositive Power: -0-
Reporting ___________________________________________
Person
With 10) Shared Dispositive Power: 1,010,000
_________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each
Reporting Person: 1,010,000
_________________________________________________________________
12) / / Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)
_________________________________________________________________
13) Percent of Class Represented by amount in Row (11):
5.83%
_________________________________________________________________
14) Type of Reporting Person (See Instructions): OO
__________________________________________________________________
(Page 4 of 9 pages)
<PAGE>
CUSIP NO. 640520300 13D
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this Statement relates is the class
of common stock, $0.02 par value (the "Common Stock"), of NeoRx Corporation (the
"Issuer"), a corporation incorporated under the laws of Washington, the
principal executive offices of which are located at 410 W. Harrison Street,
Seattle, Washington 98119.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is filed on behalf of Bay City Capital Fund I, L.P., a
Delaware limited partnership (the "Fund"), Bay City Capital Management LLC, a
Delaware limited liability company ("Management"), and Bay City Capital LLC,
a Delaware limited liability company ("Bay City LLC"), which serves as
investment advisor to Management pursuant to an advisory agreement. The
Fund, Management and Bay City LLC are each referred to herein as a "Reporting
Person" and are collectively referred to herein as the "Reporting Persons."
a. THE FUND
The principal executive offices of the Fund are located at 750 Battery
Street, Suite 600, San Francisco, CA 94111. The Fund is a Delaware limited
partnership the principal business of which is making investments in a variety
of special situations, including without limitation, recapitalizations and bio-
technology companies.
b. MANAGEMENT
The principal executive offices of Management are located at 750
Battery Street, Suite 600, San Francisco, CA 94111. Management is a Delaware
limited liability company the principal business of which is serving as the
general partner of the Fund. The members of Management are two limited
liability companies, The Craves Group LLC, a Delaware limited liability company,
and BCC Amalgamated, LLC, a Delaware limited liability company. Each member has
a 50% membership interest in Management. The names, business addresses,
present principal occupations and citizenships of the managing directors and
managers of Management are set forth on Appendix 1 hereto.
c. BAY CITY LLC.
The principal executive offices of Bay City LLC are located at 750
Battery Street, Suite 600, San Francisco, CA 94111. The principal business
of Bay City LLC is to provide consulting and other investment banking
services to life science companies. Bay City LLC is a Delaware limited
liability company. The members of Bay City LLC are two limited liability
companies, The Craves Group LLC, a Delaware limited liability company, and
BCC Amalgamated, LLC, a Delaware limited liability company. Each member has
a 50% membership interest in Bay City LLC. The names, business addresses,
present principal occupations and citizenships of the managing directors and
managers of Bay City LLC are set forth on Appendix 2 hereto.
(Page 5 of 9 pages)
<PAGE>
CUSIP NO. 640520300 13D
During the last five years none of the Reporting Persons, nor any of the
managers or managing directors of any of the Reporting Persons has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) nor has any of such persons been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction as a result of which
such person 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
In August 1997, the Fund acquired an aggregate 1,010,000 shares of Common
Stock of the Issuer (the "Shares") on Nasdaq as set forth in the following
table:
- -------------------------------------------------------------------
- -------------------------------------------------------------------
Purchase Date Purchase Price Number of Purchase Price
per Share Shares
- -------------------------------------------------------------------
8/13/97 $4.8438 200,000 $968,760
- -------------------------------------------------------------------
8/15/97 $4.9271 30,000 $147,813
- -------------------------------------------------------------------
8/18/97 $4.9375 170,000 $839,375
- -------------------------------------------------------------------
8/20/97 $5.0625 115,000 $582,188
- -------------------------------------------------------------------
8/21/97 $5.0625 495,000 $2,505,938
- -------------------------------------------------------------------
Total 1,010,000 $5,044,074
- -------------------------------------------------------------------
- -------------------------------------------------------------------
The funds used by the Fund to pay the purchase price were capital
contributions made by its partners pursuant to pre-existing capital commitments.
The purchase price was paid in cash.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons have acquired and currently hold the Shares for
investment purposes. Depending on market and other conditions, all and/or any
of the Reporting Persons may continue to hold the Shares, acquire additional
shares of Common Stock, or dispose of all or a portion of the Shares they now
own or Common Stock they may hereafter acquire. Except as set forth herein, the
Reporting Persons have no plans or proposals which relate to or would result in
any of the transactions described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D; it is noted, however, that Mr. Frederick B. Craves, the Chairman
and one of the managers of Bay City LLC and Management, is the Chairman of the
Board of Directors of the Issuer.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) The aggregate number of shares and percentage of Common
Stock of the Issuer (based upon the number of shares of Common Stock shown to
be outstanding in the Issuer's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997) beneficially owned by each person named in Item 2 is set
forth in the following table:
(Page 6 of 9 pages)
<PAGE>
CUSIP NO. 640520300 13D
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
No. of Shares
Beneficially Percentage Power to Vote Power to Dispose
Person Owned of Class Sole Shared Sole Shared
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
The Fund 1,010,000 5.83% 0 1,010,000 0 1,010,000
- --------------------------------------------------------------------------------------------------------
Management 1,010,000 5.83% 0 1,010,000 0 1,010,000
- --------------------------------------------------------------------------------------------------------
Bay City LLC 1,010,000 5.83% 0 1,010,000 0 1,010,000
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
</TABLE>
Each of The Fund, Management and Bay City LLC share power to vote and to
dispose of the 1,010,000 Shares beneficially owned by them with each other.
The Reporting Persons have been advised that: (a) trusts primarily for
the benefit of the lineal descendants of Nicholas J. Pritzker, deceased (the
"RA Trusts") own indirect interests in each of the Fund, Management and Bay
City LLC; (b) as of August 29, 1997, other trusts primarily for the benefit
of the lineal descendants of Nicholas J. Pritzker, deceased (the "Oregon
Trusts") also owned 185,000 shares of Common Stock of the Issuer; (c)
different individuals serve as trustees of the RA Trusts and the Oregon
Trusts and there is no overlap in trusteeships; (d) the RA Trusts have no
express or implied agreement with the Oregon Trusts to act together for the
purpose of acquiring, holding, voting or disposing of the Common Stock or any
other equity securities of the Issuer; and (e) the RA Trusts expressly
disclaim (i) the existence of any group with the Oregon Trusts and (ii)
beneficial ownership of the shares of Common Stock currently or hereafter
owned by the Oregon Trusts.
The Reporting Persons have been advised that: (a) Gerald L. Cohn, a
manager of each of Management and Bay City LLC, is also the indirect owner of
interests in each of the Fund, Management and Bay City LLC; (b) Mr. Cohn
serves as one of six directors of the Hannah S. and Samuel A. Cohn Memorial
Foundation, a charitable foundation (the "Foundation"); (c) as of August 29,
1997, the Foundation owned 51,000 shares of Common Stock of the Issuer; (d)
Mr. Cohn has no express or implied agreement with the Foundation to act
together for the purpose of acquiring, holding, voting or disposing of the
Common Stock or any other equity securities of the Issuer; and (e) Mr. Cohn
expressly disclaims (i) the existence of any group with the Foundation and
(ii) beneficial ownership of the shares of Common Stock currently or
hereafter owned by the Foundation.
In addition, the Reporting Persons note that: (a) Frederick B. Craves,
the Chairman and one of the managers of Management and the Managing Director
of Bay City LLC, is also the Chairman of the Board of Directors of the
Issuer; (b) Mr. Craves, individually, currently holds options to acquire
210,000 shares of Common Stock of the Issuer and may, in the future,
individually acquire additional options and/or shares of Common Stock; (c)
except for those capacities noted in (a) above, Mr. Craves has no express or
implied agreement with any of the Reporting Persons to act together for the
purpose of acquiring, holding, voting or disposing of the Common Stock or any
other equity securities of the Issuer; and (d) except for those capacities
noted in (a) above, they expressly disclaim (i) the existence of any group
with Mr. Craves and (ii) beneficial ownership of the Issuer's equity
securities currently or hereafter owned by Mr. Craves.
(c) To the best knowledge of the Reporting Persons, no person described in
paragraph (a) of this Item 5 has effected any transaction in the Common Stock of
the Issuer during the past 60 days other than as described in Item 3 and 4
above.
(d) To the best knowledge of the Reporting Persons, no person other than
the Reporting Persons has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, Common Stock of the
Issuer held by the Reporting Persons.
(e) Not applicable.
(Page 7 of 9 pages)
<PAGE>
CUSIP NO. 640520300 13D
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Except as set forth in this Schedule 13D, none of the Reporting Persons,
nor, to the best knowledge of the Reporting Persons, any of the managing
directors or managers (if applicable) of the Reporting Persons, has any
contracts, arrangements, understandings or relationships (legal or otherwise)
with any person with respect to transfer or voting of any securities of the
Issuer, finder's fees, joint ventures, loan or option arrangements, guarantees
of profits or the giving or withholding of proxies.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 7 (1). Agreement with respect to Schedule 13D.
(Page 8 of 9 pages)
<PAGE>
CUSIP NO. 640520300 13D
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
BAY CITY CAPITAL FUND I, L.P., a
Delaware limited partnership
By: BAY CITY CAPITAL MANAGEMENT LLC, its
general partner
By:_______________________________
Title:____________________________
Dated: September 2, 1997
(Page 9 of 9 pages)
<PAGE>
CUSIP NO. 640520300 13D
LIST OF EXHIBITS
Exhibit No Description Page
- ---------- ----------- ----
7(1)
Agreement with respect to Schedule 13D.
<PAGE>
CUSIP NO. 640520300 13D
APPENDIX 1
BAY CITY CAPITAL MANAGEMENT LLC
MANAGERS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
PRESENT PRINCIPAL
NAME AND BUSINESS ADDRESS(1) TITLE OCCUPATION OR EMPLOYMENT
- --------------------------- ----- ------------------------
<S> <C> <C>
Frederick B. Craves Manager Chairman, Manager and Managing
Bay City Capital Management LLC Director of Bay City LLC and
750 Battery St., Suite 600 Manager of Bay City Capital
San Francisco, CA 94111 Management LLC
John D. Diekman Manager Chairman of Affymetrix
Bay City Capital Management LLC
750 Battery St., Suite 600
San Francisco, CA 94111
Roger H. Salquist Manager Manager and Managing Director
Bay City Capital Management LLC of Bay City LLC and Manager of
750 Battery St., Suite 600 Bay City Capital Management LLC
San Francisco, CA 94111
Thomas J. Pritzker Manager President of Hyatt
200 West Madison Street Corporation, a
38th Floor diversified company
Chicago, IL 60606 primarily engaged in
real estate and hotel
management activities.
Jay A. Pritzker Manager Chairman of the Board
200 West Madison Street of Hyatt Corporation,
38th Floor a diversified company
Chicago, IL 60606 primarily engaged in
real estates and hotel
management activities.
Gerald L. Cohn Manager Investor
19355 Turnberry Way,
Apt. TH-3
North Miami, FL 33180
</TABLE>
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
(1) Each of Messrs. Craves, Diekman, Salquist, Thomas J. Pritzker, Jay A.
Pritzker and Gerald L. Cohn are United States citizens.
<PAGE>
CUSIP NO. 640520300 13D
APPENDIX 2
BAY CITY CAPITAL LLC
MANAGERS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
PRESENT PRINCIPAL
NAME AND BUSINESS ADDRESS(1) TITLE OCCUPATION OR EMPLOYMENT
- --------------------------- ----- ------------------------
<S> <C> <C>
Frederick B. Craves Chairman, Manager Chairman, Manager and Managing
Bay City Capital Management LLC Director of Bay City LLC and
750 Battery St., Suite 600 Manager of Bay City Capital
San Francisco, CA 94111 Management LLC
John D. Diekman Manager and Managing Director Chairman of Affymetrix
Bay City Capital Management LLC
750 Battery St., Suite 600
San Francisco, CA 94111
Roger H. Salquist Manager and Managing Director Manager and Managing Director
Bay City Capital Management LLC of Bay City LLC and Manager of
750 Battery St., Suite 600 Bay City Capital Management LLC
San Francisco, CA 94111
Thomas J. Pritzker Manager President of Hyatt
200 West Madison Street Corporation, a
38th Floor diversified company
Chicago, IL 60606 primarily engaged in
real estate and hotel
management activities.
Jay A. Pritzker Manager Chairman of the Board
200 West Madison Street of Hyatt Corporation,
38th Floor a diversified company
Chicago, IL 60606 primarily engaged in
real estates and hotel
management activities.
Gerald L. Cohn Manager Investor
19355 Turnberry Way,
Apt. TH-3
North Miami, FL 33180
</TABLE>
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
(1) Each of Messrs. Craves, Diekman, Salquist, Thomas J. Pritzker, Jay A.
Pritzker and Gerald L. Cohn are United States citizens.
<PAGE>
CUSIP NO. 640520300 13D
EXHIBIT 7(1)
AGREEMENT WITH RESPECT TO SCHEDULE 13D
The undersigned hereby agree that any Statement on Schedule 13D to be
filed with the Securities and Exchange Commission by any of the undersigned,
including any amendment thereto, with respect to securities of NeoRx
Corporation, a Washington corporation, may be filed by Bay City Capital
Management LLC on behalf of each of the undersigned.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
executed in counterparts by their duty authorized signatories as of the 2nd
day of September 1997.
BAY CITY CAPITAL LLC
By:
------------------------------------------------
Title:
---------------------------------------------
BAY CITY CAPITAL MANAGEMENT LLC
By:
------------------------------------------------
Title:
---------------------------------------------
BAY CITY CAPITAL FUND I, L.P.,
by Bay City Capital Management LLC,
its general partner
By:
------------------------------------------------
Title:
---------------------------------------------
