CUSIP No. 911646 20 6 Page 1 of 5 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)[FN1]
U.S. BIOSCIENCE, INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
911646 20 6
(CUSIP Number)
Kathleen K. Schoemaker John C. MacMurray, Esq.
Domain Associates Reboul, MacMurray, Hewitt,
One Palmer Square Maynard & Kristol
Princeton, New Jersey 08452 45 Rockefeller Plaza
Tel. (609) 683-5656 New York, New York 10111
Tel. (212) 841-5700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 23, 1999
(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 Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
- --------
[FN1]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 disclosures provided in a prior cover page. The information required
on 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 or otherwise
subject to the liabilities of that section of the Act but shall be subject to
all other provisions of the Act.
<PAGE>
CUSIP No. 911646 20 6 Page 2 of 5 Pages
1) Name of Reporting Person Domain Partners
I.R.S. Identification IV, L.P.
No. of Above Person
(If an Entity)
2) Check the Appropriate Box (a) [x]
if a Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds Not Applicable
5) Check if Disclosure of
Legal Proceedings is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
6) Citizenship or Place
of Organization Delaware
Number of 7) Sole Voting -0-
Shares Beneficially Power
Owned by Each
Reporting Person
With
8) Shared Voting
Power -0-
9) Sole Disposi- -0-
tive Power
10) Shared Dis-
positive Power -0-
11) Aggregate Amount Beneficially -0-
Owned by Each Reporting Person
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
13) Percent of Class
Represented by -0-
Amount in Row (11)
14) Type of Reporting
Person PN
<PAGE>
CUSIP No. 911646 20 6 Page 3 of 5 Pages
1) Name of Reporting Person DP IV Associates,
I.R.S. Identification L.P.
No. of Above Person
(If an Entity)
2) Check the Appropriate Box (a) [x]
if a Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds Not Applicable
5) Check if Disclosure of
Legal Proceedings is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
6) Citizenship or Place
of Organization Delaware
Number of 7) Sole Voting -0-
Shares Beneficially Power
Owned by Each
Reporting Person
With
8) Shared Voting
Power -0-
9) Sole Disposi- -0-
tive Power
10) Shared Dis-
positive Power -0-
11) Aggregate Amount Beneficially -0-
Owned by Each Reporting Person
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
13) Percent of Class
Represented by -0-
Amount in Row (11)
14) Type of Reporting
Person PN
<PAGE>
CUSIP No. 911646 20 6 Page 4 of 5 Pages
Amendment No. 1 to Schedule 13D
FINAL AMENDMENT
Reference is hereby made to the statement on Schedule 13D originally
filed on February 5, 1999 (the "Schedule 13D"). Terms defined in the Schedule
13D are used herein as so defined.
The Schedule 13D is hereby amended as follows:
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated to read in its entirety as
follows:
(a)
DP IV
DP IV owns no shares of Common Stock.
DP IV A
DP IV A owns no shares of Common Stock.
(b) Not Applicable.
(c) On November 18, 1999 the Reporting Persons exercised all of the
Warrants held by them in full. Effective November 23, 1999 USB was acquired by
MediImmune, Inc. in a merger, and in accordance with the terms thereof each
share of Common Stock of USB was exchanged for 0.15 share of common stock of
MediImmune, Inc. All of the USB Common Stock beneficially owned by the Reporting
Persons was disposed of in the merger.
(d) Not Applicable.
(e) The Reporting Persons ceased to be the beneficial owners of more
than five percent of the Common Stock on November 23, 1999.
<PAGE>
CUSIP No. 911646 20 6 Page 5 of 5 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.
Dated: December 9, 1999
DOMAIN PARTNERS IV, L.P.
By: One Palmer Square Associates IV L.L.C.,
General Partner
By /S/ KATHLEEN K. SCHOEMAKER
Managing Member
DP IV ASSOCIATES, L.P.
By: One Palmer Square Associates IV L.L.C.,
General Partner
By /S/ KATHLEEN K. SCHOEMAKER
Managing Member
