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. 1)*
Guilford Pharmaceuticals, Inc.
------------------------------------------
(Name of Issuer)
Common Stock
------------------------------------------
(Title of Class of Securities)
401829106
------------------------------
(CUSIP Number)
December 31, 1999
-------------------------------------------------------
(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 11 Pages
<PAGE>
CUSIP No. 401829106 13G Page 2 of 11 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 1,407,900
6. SHARED VOTING POWER None
7. SOLE DISPOSITIVE POWER None
8. SHARED DISPOSITIVE POWER 1,407,900 (shared with its
investment adviser, TIAA-CREF Investment Management, LLC)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,407,900
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
( )
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.108%
12. TYPE OF REPORTING PERSON*
IV
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 401829106 13G Page 3 of 11 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 200
6. SHARED VOTING POWER None
7. SOLE DISPOSITIVE POWER None
8. SHARED DISPOSITIVE POWER 200
(shared with its investment adviser, Teachers Advisors, Inc.)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
( )
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.001%
12. TYPE OF REPORTING PERSON*
IV
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 401829106 13G Page 4 of 11 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 53,980
6. SHARED VOTING POWER None
7. SOLE DISPOSITIVE POWER None
8. SHARED DISPOSITIVE POWER 53,980
(shared with its investment adviser, Teachers Advisors, Inc.)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,980
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
( )
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.234%
12. TYPE OF REPORTING PERSON*
IV
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 401829106 13G Page 5 of 11 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
TIAA-CREF Institutional Mutual Funds
I.R.S. #13-4055168 (Institutional 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 3,595
6. SHARED VOTING POWER None
7. SOLE DISPOSITIVE POWER None
8. SHARED DISPOSITIVE POWER 3,595
(shared with its investment adviser, Teachers Advisors, Inc.)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,595
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
( )
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.016%
12. TYPE OF REPORTING PERSON*
IV
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 401829106 13G Page 6 of 11 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 4,836
(Shared with Teachers
Insurance and Annuity
Association ("TIAA"),
Teachers Advisors, Inc.
and the Comptroller of
the State of New York)
7. SOLE DISPOSITIVE POWER None
8. SHARED DISPOSITIVE POWER 4,836
(shared with TIAA and Teachers Advisors, Inc., its investment adviser)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,836
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
( )
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.021%
12. TYPE OF REPORTING PERSON*
OO
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Page 7 of 11 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) TIAA-CREF Institutional Mutual Funds
("Institutional")
(5) 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) Institutional - 730 Third Avenue
New York, N.Y. 10017
(5) 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) Institutional - Incorporated in Delaware
(5) 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);
<PAGE>
Page 8 of 11 Pages
(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;
(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: 1,407,900
(b) Percent of Class: 6.108%
(c) The Board of Trustees of CREF, an investment company, has sole
power to vote 1,407,900 shares of common stock and authority to direct
the disposition of the 1,407,900 shares of common stock. TIAA-CREF
Investment Management, LLC, CREF's investment adviser, is authorized to
sell the 1,407,900 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: 200
(b) Percent of Class: 0.001%
(c) The management committee of VA-1, an investment company, has sole
power to vote 200 shares of common stock, and authority to direct the
disposition of the 200 shares of common stock. Teachers Advisors, Inc.,
VA-1's investment adviser, is authorized to sell the 200 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: 53,980
(b) Percent of Class: 0.234%
(c) The Board of Trustees of the Mutual Funds, an investment company,
has sole power to vote 53,980 shares of common stock, and authority to
direct the disposition of the 53,980 shares of common stock. Teachers
Advisors, Inc., the Mutual Fund's investment adviser, is authorized to
sell the 53,980 shares on behalf of the Mutual Funds in its discretion,
subject to the ultimate authority of the Mutual Funds Board of
Trustees.
(4) TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
(a) Amount Beneficially Owned: 3,595
(b) Percent of Class: 0.016%
(c) The Board of Trustees of the Institutional, an investment company,
has sole power to vote 3,595 shares of common stock, and authority to
direct the disposition of the 3,595 shares of common stock. Teachers
Advisors, Inc., the Institutional's investment adviser, is authorized
to sell the 3,595 shares on behalf of the Institutional in its
discretion, subject to the ultimate authority of the Institutional
Board of Trustees.
<PAGE>
Page 9 of 11 Pages
(5) NYS College Choice Tuition LLC
(a) Amount Beneficially Owned: 4,836
(b) Percent of Class: 0.021%
(c) TIAA, as manager of the NYS Tuition LLC, has the power to vote the
4,836 shares of common stock, although The Comptroller of the State of
New York may, at its discretion, notify TIAA that it intends to make
voting decisions with respect to the shares. TIAA also has the
authority, as manager of the NYS Tuition LLC, to direct the disposition
of the 4,836 shares of common stock on behalf of the NYS Tuition LLC,
in its discretion. TIAA has delegated its voting and investment
management authority to Teachers Advisors, Inc., a registered
investment adviser.
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.
<PAGE>
Page 10 of 11 Pages
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, 2000
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
TIAA-CREF MUTUAL FUNDS
By: /s/ PETER C. CLAPMAN
-----------------------------------
Peter C. Clapman
Senior Vice President and Chief
Counsel, Investments
TIAA-CREF INSTITUTIONAL 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 11 of 11 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 TIAA-CREF Institutional Mutual Funds - IV NYS College Choice
Tuition LLC - OO
The College Retirement Equities Fund, TIAA Separate Account VA-1, TIAA-CREF
Mutual Funds, TIAA-CREF Institutional 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,TIAA-CREF Mutual Funds,
TIAA-CREF Institutional 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.
