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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL SCHEDULE 13G
Under the Securities Exchange Act of 1934
Nexell Therapeutics, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
65332H104
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(CUSIP Number)
November 24, 1999
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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-1(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).
PAGE 1 OF 4 PAGES
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<TABLE>
<CAPTION>
<S> <C> <C>
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CUSIP No. 65332H104 13G Page 2 of 4 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John Hancock Mutual Life Insurance Company
I.R.S. No. 04-1414660
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
N/A
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of Massachusetts
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5 SOLE VOTING POWER
Number of
Shares 13,571,428
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Beneficially 6 SHARED VOTING POWER
Owned by
Each -0-
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Reporting 7 SOLE DISPOSITIVE POWER
Person
With 13,571,428
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8 SHARED DISPOSITIVE POWER
-0-
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,571,428
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.7%
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12 TYPE OF REPORTING PERSON*
IC, IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 2 OF 4 PAGES
</TABLE>
<PAGE>
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative other than an
executive officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Sec. 240.13d-7 for other
parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
Item 1(a) Name of Issuer:
Nexell Therapeutics, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
9 Parker Avenue
Irvine, CA 92618
Item 2(a) Name of Person Filing:
This filing is made on behalf of John Hancock Mutual Life
Insurance Company ("JHMLICO").
Item 2(b) Address of the Principal Offices:
The principal business office of JHMLICO is located at
John Hancock Place, P.O. Box 111, Boston, MA 02117.
Item 2(c) Citizenship:
JHMLICO is organized and exists under the laws of the
Commonwealth of Massachusetts.
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
65332H104
Item 3 If the Statement is being filed pursuant to Rule
13d-1(b), or 13d-2(b), check whether the person filing is
a:
JHMLICO: (c) (X) Insurance Company as defined in
ss.3(a)(19) of the Act.
(e) (X) Investment Adviser registered
under ss.203 of the Investment
Advisers Act of 1940.
Item 4 Ownership:
(a) Amount Beneficially Owned: JHMLICO has direct
beneficial ownership of 13,571,428 shares of
Common Stock through beneficial ownership of
Series B Cumulative Preferred Stock and Class B
Warrants.
33,000 are shares of Series B Cumulative Preferred
Stock convertible into 12,000,000 shares of Common
Stock. Of the 12,000,000 shares, 10,909,091 are
owned by JHMLICO, 727,273 shares are owned by
JHMLICO's direct wholly-owned subsidiary John
Hancock Variable Life Insurance Company
("JHVLICO"), and 363,636 shares are owned by
JHVLICO's direct wholly-owned subsidiary Investors
Partner Life Insurance Company ("Partners").
PAGE 3 OF 4 PAGES
<PAGE>
1,571,428 are Class B Warrants exercisable
immediately into Common Stock. Of the 1,571,428
shares 1,428,571 are owned by JHMLICO, 95,238
shares are owned by JHMLICO's direct wholly-owned
subsidiary John Hancock Variable Life Insurance
Company ("JHVLICO"), and 47,619 shares are owned by
Investors Partner Life Insurance Company
("Partners").
(b) Percent of Class: 18.7%
(c) (i) sole power to vote or to direct the
vote: JHMLICO has sole power to vote or to
direct the vote of the 13,571,428 shares as
discussed in Item 4(a) above.
(ii) shared power to vote or to direct the
vote: -0-
(iii) sole power to dispose or to direct the
disposition: JHMLICO has sole power to
dispose or to direct the disposition of the
13,571,428 shares as discussed in Item
4(a) above.
(iv) shared power to dispose or to direct the
disposition of: -0-
Item 5 Ownership of Five Percent or Less of a Class:
Not applicable.
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:
Not applicable.
Item 9 Notice of Dissolution of a Group:
Not applicable.
Item 10 Certification:
By signing below the undersigned certifies that, to the
best of its knowledge and belief, the securities referred
to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have
the effect of changing or influencing the control of the
issuer of such securities and were not acquired in
connection with or as a participant in any transaction
having such purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
John Hancock Mutual Life Insurance Company
By: /s/Roger G. Nastou
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Name: Roger G. Nastou
Dated: December 20, 1999 Title: Vice President
PAGE 4 OF 4 PAGES
