SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULES 13d-1(b)(c), AND
(d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. )*
GUILFORD PHARMACEUTICALS, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
401829106
------------------------------
(CUSIP Number)
December 31, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
(x) Rule 13d-1(b)
( ) Rule 13d-(c)
( ) Rule 13d-1(d)
- ----------------
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Page 1 of 10 Pages
<PAGE>
CUSIP No. 401829106 13G Page 2 of 10 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
College Retirement Equities Fund
I.R.S. #13-6022-042
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
(b) (X)
See Exhibit A Attached
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 1,661,400
6. SHARED VOTING POWER None
7. SOLE DISPOSITIVE POWER None
8. SHARED DISPOSITIVE POWER 1,661,400 (shared with its
investment adviser, TIAA-CREF Investment Management, LLC)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,661,400
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* ( )
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.505%
12. TYPE OF REPORTING PERSON*
IV
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 401829106 13G Page 3 of 10 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
TIAA Separate Account VA-1
I.R.S. #13-1624203
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
(b) (X)
See Exhibit A Attached
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 2,400
6. SHARED VOTING POWER None
7. SOLE DISPOSITIVE POWER None
8. SHARED DISPOSITIVE POWER 2,400 (shared with its
investment adviser, Teachers Advisors, Inc.)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,400
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* ( )
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.012%
12. TYPE OF REPORTING PERSON*
IV
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 401829106 13G Page 4 of 10 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
TIAA-CREF Mutual Funds
I.R.S. #13-3930560 (Growth Equity Fund)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
(b) (X)
See Exhibit A Attached
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 54,380
6. SHARED VOTING POWER None
7. SOLE DISPOSITIVE POWER None
8. SHARED DISPOSITIVE POWER 54,380
(shared with its investment adviser, Teachers Advisors, Inc.)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,380
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* ( )
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.278%
12. TYPE OF REPORTING PERSON*
IV
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 401829106 13G Page 5 of 10 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
NYS College Choice Tuition LLC ("NYS Tuition LLC")
I.R.S. #13-4024889
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
(b) (X)
See Exhibit A Attached
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER None
6. SHARED VOTING POWER 1,414
(Shared with Teachers Advisors,
Inc.)
7. SOLE DISPOSITIVE POWER None
8. SHARED DISPOSITIVE POWER 1,414
(shared with Teachers Advisors, Inc., its investment adviser)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,414
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* ( )
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.007%
12. TYPE OF REPORTING PERSON*
OO
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Page 6 of 10 Pages
Item 1(a). NAME OF ISSUER:
GUILFORD PHARMACEUTICALS, INC.
Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
6611 Tributary Street
Baltimore, MD 21222
Item 2(a). NAME OF PERSON FILING:
(1) College Retirement Equities Fund ("CREF")
(2) TIAA Separate Account VA-1 ("VA-1")
(3) TIAA-CREF Mutual Funds ("Mutual Funds")
(4) NYS College Choice Tuition LLC ("NYS Tuition LLC")
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE:
(1) CREF - 730 Third Avenue
New York, N.Y. 10017
(2) VA-1 - 730 Third Avenue
New York, N.Y. 10017
(3) Mutual 730 Third Avenue
Funds - New York, N.Y. 10017
(4) NYS
Tuition 730 Third Avenue
LLC - New York, N.Y. 10017
Item 2(c). CITIZENSHIP:
(1) CREF - Incorporated in New York
(2) VA-1 - Established in New York
(3) Mutual Funds - Incorporated in Delaware
(4) NYS Tuition LLC - Organized in New York
Item 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock
Item 2(e). CUSIP NUMBER: 401829106
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR
13d-2(b) or (c), CHECK WHETHER THE PERSON FILING IS A:
(a) ( ) Broker or dealer registered under Section 15 of the
Exchange Act.
(b) ( ) Bank as defined in Section 3(a)(6) of the Exchange Act. (c) ( )
Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) (x) Investment Company registered under Section 8 of the Investment
Company Act.
(e) ( ) An investment adviser in accordance with Rule 13d-
1(b)(1)(ii)(E);
(f) ( ) An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) ( ) A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) ( ) A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
<PAGE>
Page 7 of 10 Pages
(i) ( ) A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act;
(j) (x) Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. ( )
Item 4. OWNERSHIP.
(1) COLLEGE RETIREMENT EQUITIES FUND
(a) Amount Beneficially Owned: 1,661,400
(b) Percent of Class: 8.505%
(c) The Board of Trustees of CREF, an investment company, has sole
power to vote 1,661,400 shares of common stock and authority to direct the
disposition of the 1,661,400 shares of common stock. TIAA-CREF Investment
Management, LLC, CREF's investment adviser, is authorized to sell the
1,661,400 shares on behalf of CREF in its discretion, subject to the
ultimate authority of the CREF Board of Trustees.
(2) TIAA SEPARATE ACCOUNT VA-1
(a) Amount Beneficially Owned: 2,400
(b) Percent of Class: 0.012%
(c) The management committee of VA-1, an investment company, has sole
power to vote 2,400 shares of common stock, and authority to direct the
disposition of the 2,400 shares of common stock. Teachers Advisors, Inc.,
VA-1's investment adviser, is authorized to sell the 2,400 shares on
behalf of VA-1 in its discretion, subject to the ultimate authority of the
VA-1 Management Committee.
(3) TIAA-CREF MUTUAL FUNDS
(a) Amount Beneficially Owned: 54,380
(b) Percent of Class: 0.278%
(c) The Board of Trustees of the Mutual Funds, an investment company,
has sole power to vote 54,380 shares of common stock, and authority to
direct the disposition of the 54,380 shares of common stock. Teachers
Advisors, Inc., the Mutual Fund's investment adviser, is authorized to
sell the 54,380 shares on behalf of the Mutual Funds in its discretion,
subject to the ultimate authority of the Mutual Funds Board of Trustees.
(4) NYS COLLEGE CHOICE TUITION LLC
(a) Amount Beneficially Owned: 1,414
(b) Percent of Class: 0.007%
(c) The members of the NYS Tuition LLC have delegated to Teachers
Advisors, Inc., a registered investment adviser,the power to vote and
direct the disposition of the 1,414 shares of common stock on behalf of
the NYS Tuition LLC in its discretion, subject to the ultimate authority
the members of NYS Tuition LLC.
<PAGE>
Page 8 of 10 Pages
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following ( ).
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
Not Applicable
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY.
Not Applicable
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP.
See attached Exhibit A.
Item 9. NOTICE OF DISSOLUTION OF GROUP: Not Applicable
Item 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are not
held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in
any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 11, 1999
COLLEGE RETIREMENT EQUITIES FUND
By: /s/ Peter C. Clapman
--------------------------------
Peter C. Clapman
Senior Vice President and Chief
Counsel, Investments
TIAA SEPARATE ACCOUNT VA-1
By: /s/ Peter C. Clapman
--------------------------------
Peter C. Clapman
Senior Vice President and Chief
Counsel, Investments
<PAGE>
Page 9 of 10 Pages
TIAA-CREF MUTUAL FUNDS
By: /s/ Peter C. Clapman
--------------------------------
Peter C. Clapman
Senior Vice President and Chief
Counsel, Investments
NYS COLLEGE CHOICE TUITION LLC
By: Teachers Insurance and Annuity
Association of America,
as manager
By: /s/ Peter C. Clapman
--------------------------------
Peter C. Clapman
Senior Vice President and Chief
Counsel, Investments
<PAGE>
Page 10 of 10 Pages
EXHIBIT A
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
---------------------------------------------------------
College Retirement Equities Fund - IV
TIAA Separate Account VA-1 - IV
TIAA-CREF Mutual Funds - IV
NYS College Choice Tuition LLC - OO
The College Retirement Equities Fund, TIAA Separate Account VA-1, TIAA-CREF
Mutual Funds and NYS College Choice Tuition LLC (the "Reporting Persons") are
filing as a group because CREF's investment adviser, TIAA-CREF Investment
Management, LLC, is affiliated and employs some of the same investment personnel
as Teachers Advisors, Inc., the investment adviser for TIAA Separate Account
VA-1 and TIAA-CREF Mutual Funds, and NYS College Choice Tuition LLC. However,
because separate investment decisions are made with respect to the respective
portfolio holdings of each of the Reporting Persons and there is no oral or
written agreement or arrangement among the Reporting Persons with respect to
acquisition, voting, disposition or otherwise of their securities, each
Reporting Person disclaims beneficial ownership of the others' securities
holdings and disclaims its membership in a group with the other Reporting
Person, where the purpose of the group is to acquire control of or influence
management of the issuer.
