UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
MedImmune, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
584699102
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(CUSIP Number)
Bernd Diethelm Honer
c/o Summit Asset Management Co., Inc.
Suite 445
666 Plainsboro Rd.
Plainsboro, NJ 08536
609-275-1890
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 7, 1997
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(Date of Event which Requires Filing of this Statement)
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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(b)(3) or (4), check the following box |_|
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*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 ("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).
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SCHEDULE 13D
CUSIP No. 584699102 Page 2 of 4 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bernd Diethelm Honer
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,615,213
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH
9 SOLE DISPOSITIVE POWER
REPORTING
1,615,213
PERSON
10 SHARED DISPOSITIVE POWER
WITH
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,615,213
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
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CUSIP NO. 584699102 SCHEDULE 13D Page 3 of 4 Pages
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This Amendment No. 1 amends the Schedule 13D filed by Bernd Diethelm
Honer with the Securities and Exchange Commission on January 21, 1997 and
relates to 265,660 shares of the Common Stock, par value $0.01 per share,
of MedImmune, Inc. (the "Issuer") distributed by the Partnerships (as defined
in Item 3) to Mr. Honer.
Item 3. Source and Amount of Funds or Other Consideration.
On June 16, 1997, as a result of owning certain limited partnership
interests described below, the Reporting Person received aggregate distributions
of 208,315 Shares from HealthCare Ventures I, L.P. and HealthCare Ventures II,
L.P. (collectively with HealthCare Partners I, L.P. and HealthCare Partners II,
L.P., the "Partnerships"). On July 7, 1997, the Reporting Person received
aggregate distributions of 57,345 Shares from HealthCare Partners I, L.P. and
HealthCare Partners II, L.P.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, Mr. Honer is the beneficial owner of
1,615,213 Shares, which represents approximately 6.8% of the outstanding Shares
of the Issuer. This percentage has been calculated from information received
from the Issuer's management.
(b) Mr. Honer has sole power to vote or direct the vote and sole power
to dispose or direct the disposition of all Shares beneficially owned by him.
Mr. Honer does not share the power to vote or direct the disposition of any
Shares beneficially owned by him.
(c) Other than the transactions described in this Statement, The
Reporting Person has not effected any other transactions in the Shares during
the 60 days preceding July 7, 1997 or subsequently thereto.
(d) None.
(e) Not applicable.
Item 7. Material to be filed as Exhibits.
Exhibit A - Power of Attorney
<PAGE>
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CUSIP NO. 584699102 SCHEDULE 13D Page 4 of 4 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
hereby certify that the information set forth in this Statement is true,
complete and correct.
Dated: July 9, 1997 BERND DIETHELM HONER
By: /s/ Scott M. Ciccone
Scott M. Ciccone, as duly
authorized attorney-in-fact*
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* Power of attorney is filed as an exhibit to this Amendment No. 1 to
Schedule 13D.
Exhibit A
DURABLE GENERAL POWER OF ATTORNEY
NEW YORK STATUTORY SHORT FORM
THE POWERS YOU GRANT BELOW CONTINUE TO BE EFFECTIVE
SHOULD YOU BECOME DISABLED OR INCOMPETENT
Caution: This is an important document. It gives the person whom you designate
(your "Agent") broad powers to handle your property during your lifetime, which
may include powers to mortgage, sell, or otherwise dispose of any real or
personal property without advance notice to you or approval by you. These powers
will continue to exist even after you become disabled or incompetent. These
powers are explained more fully in New York General Obligations Law, Article 5,
Title 15, Sections 5-1502A through 5-1503, which expressly permit the use of any
other or different form of power of attorney.
This document does not authorize anyone to make medical or other health care
decisions. You may execute a health care proxy to do this.
If there is anything about this form that you do not understand, you should ask
a lawyer to explain it to you.
This is intended to constitute a DURABLE GENERAL POWER OF ATTORNEY pursuant to
Article 5, Title 15 of the New York General Obligations Law:
I, BERND DIETHELM HONER do hereby appoint:
SCOTT M. CICCONE, 24 Church Road, Lawrenceville, NJ 08648
my attorney(s)-in-fact TO ACT IN MY NAME, PLACE AND STEAD in any way which I
myself could do, if I were personally present, with respect to the following
matters as each of them is defined in Title 15 of Article 5 of the New York
General Obligations Law to the extent that I am permitted by law to act through
an agent:
<PAGE>
(DIRECTIONS: Initial in the blank space to the left of your choice any one or
more of the following lettered subdivisions as to which you WANT to give your
agent authority. If the blank space to the left of any particular lettered
subdivision is NOT initialed, NO AUTHORITY WILL BE GRANTED for matters that are
included in that subdivision. Alternately, the letter corresponding to each
power you wish to grant may be written or typed on the blank line in subdivision
"(Q)", and you may then put your initials in the blank space to the left of
subdivision "(Q)" in order to grant each of the powers so indicated.)
[DH] (A) real estate transactions;
[DH] (B) chattel and good transactions;
[DH] (C) bond, share and commodity transactions;
[DH] (D) banking transactions;
[DH] (E) business operating transactions;
[DH] (F) insurance transactions;
[DH] (G) estate transactions;
[DH] (H) claims and litigation;
[DH] (I) personal relationships and affairs;
[DH] (J) benefits from military service;
[DH] (K) records, reports and statements;
[DH] (L) retirement benefit transactions;
[ ] (M) making gifts to my spouse, children and more remote descendants, and
parents, not to exceed in the aggregate $10,000 to each of such persons in any
year;
[DH] (N) tax matters;
[ ] (O) all other matters;
[ ] (P) full and unqualified authority to my attorney(s)-in-fact to delegate any
or all of the foregoing powers to any person or persons whom my
attorney(s)-in-fact shall select';
[ ] (Q) each of the above matters identified by the following letters:
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<PAGE>
This Durable Power of Attorney shall not be affected by my subsequent disability
or incompetence.
If every agent named above is unable or unwilling to serve, I appoint
[left blank]
to be my agent for all purposes hereunder.
To induce any third party to act hereunder, I hereby agree that any third party
receiving a duly executed copy or facsimile of this instrument may act
hereunder, and that revocation or termination hereof shall be ineffective as to
such third party unless and until actual notice or knowledge of such revocation
or termination shall have been received by such third party, and I for myself
and for my heirs, executors, legal representatives and assigns, hereby agree to
indemnify and hold harmless any such third party from and against any and all
claims that may arise against such third party by reason of such third party
having relied on the provisions of this instrument.
This Durable General Power of Attorney may be revoked by me at any time.
IN WITNESS WHEREOF, I have hereunto signed my name this 2nd day of June, 1997
/s/ Bernd Diethelm Honer
Bernd Diethelm Honer
ACKNOWLEDGEMENTS
STATE OF New Jersey COUNTY OF Mercer ss:
On June 2, 1997, before me personally came BERND DIETHELM HONER to me known, and
known to me to be the individual described in, and who executed the foregoing
instrument, and he acknowledged to me that he executed the same.
/s/ Irene S. March
Irene S. March
Notary Public of New Jersey
My commision expires March 26, 1998
