UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
MedImmune, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
584699102
(CUSIP Number)
Law Office of Gregory F.W. Todd, Esq.
888 Seventh Avenue, Suite 4500
New York, New York 10019
212-246-5151
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 16, 1997
(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(b)(3) or (4), check the following
box [ ].
* 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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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Rho Management Partners L.P.
2. CHECK THE APPROPRIATE ROW IF A MEMBER OF A GROUP*
*(SEE INSTRUCTIONS) (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
*(SEE INSTRUCTIONS)
NA
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
7. SOLE VOTING POWER
1,261,798 Shares (includes warrants to purchase 170,812 Shares)
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
1,261,798 Shares (includes warrants to purchase 170,812 Shares)
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,261,798 Shares (includes warrants to purchase 170,812 Shares)
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
(SEE INSTRUCTIONS)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
14. TYPE OF REPORTING PERSON*
*(SEE INSTRUCTIONS)
PN, IA
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Joshua Ruch
2. CHECK THE APPROPRIATE ROW IF A MEMBER OF A GROUP*
*(SEE INSTRUCTIONS) (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
*(SEE INSTRUCTIONS)
NA
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of South Africa
7. SOLE VOTING POWER
92,111 Shares (includes securities convertible into 5,081 Shares)
8. SHARED VOTING POWER
1,261,798 Shares (includes warrants to purchase 170,812 Shares)
9. SOLE DISPOSITIVE POWER
92,111 Shares (includes securities convertible into 5,081 Shares)
10. SHARED DISPOSITIVE POWER
1,261,798 Shares (includes warrants to purchase 170,812 Shares)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,353,909 Shares (includes warrants to purchase 170,812 Shares and
securities convertible into 5,081 Shares)
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
(SEE INSTRUCTIONS)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
14. TYPE OF REPORTING PERSON*
(SEE INSTRUCTIONS)
IN
<PAGE>
Item 1. Security and Issuer
The class of securities to which this statement on Schedule 13D relates
is the Common Stock, par value $0.01 per share (the "Shares"), of MedImmune,
Inc., a Delaware corporation (the "Company"). The Company has its principal
executive offices at 35 West Watkins Mill Road, Gaithersburg, Maryland 20878.
Item 2. Identity and Background
(a-c), (f) This Statement is being filed by Rho Management Partners
L.P., a New Jersey limited partnership ("Rho"), whose address is c/o
Cedarfields, Cedar Ridge Road, Bedminster, New Jersey 07921. Rho is
investment advisor to Rho Management Trust II and Rho Management Trust III,
New York grantor trusts (the "Trusts"), the registered owners of 1,261,798 of
the Shares. Pursuant to an investment advisory agreement between Rho and the
Trusts, Rho has sole investment discretion and voting authority with respect
to the Shares registered in the name of the Trusts.
This Statement is also filed by Joshua Ruch, as ultimate controlling
person of Rho. Mr. Ruch is the controlling stockholder and chief executive
officer of Atlas Capital Corp., a Delaware corporation ("Atlas"), which is
sole general partner of Rho. In addition, Joshua Ruch is the Chairman, CEO
and controlling stockholder of Rho Management Company, Inc., a New York
corporation ("RMC"), to which certain advisory powers over the Shares may be
delegated by Rho. In such capacities, Joshua Ruch exercises voting control
and dispositive power over the Shares reported herein by Rho, and therefore
may be deemed to have indirect beneficial ownership over such Shares.
The address of the Trusts and Mr. Ruch is c/o RMC, 767 Fifth Avenue, New
York, New York 10153. The trustee of the Trusts is William F. Indoe, Esq.,
whose address is Sullivan & Cromwell, 125 Broad Street, New York, New York
10004. The executive officers of RMC are Joshua Ruch, President & CEO; Habib
Kairouz, Vice President; and Peter Kalkanis, CFO & Vice-President. The
executive officers of Atlas are Joshua Ruch, CEO and President; and Peter
Kalkanis, Vice-President & Secretary. The address of each of such officer is
c/o RMC, 767 Fifth Avenue, New York, New York 10153. Mr. Ruch is a citizen of
the Republic of South Africa, Mr. Kairouz is a citizen of Lebanon and Mr.
Kalkanis is a citizen of the United States. The directors of Atlas and RMC
are Joshua Ruch and William F. Indoe.
(d)-(e) During the last five years, none of Rho, the Trusts, Joshua
Ruch or, to the best of their knowledge, any of the executive officers of
Atlas, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or has been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction as a result of
which any of the foregoing was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
261,471 of the Shares were acquired by Rho Management Trust II on June
16, 1997 through a distribution from HealthCare Ventures I, L.P., a Delaware
limited partnership, and 50,173 of the Shares were acquired by Rho Management
Trust II on the same date through a distribution from HealthCare Ventures II,
L.P., a Delaware limited partnership. In each case distributions were
received by such Trust in its capacity as a limited partner of the limited
partnerships, and accordingly, no consideration was paid for such Shares.
Other Shares covered by this Statement were acquired in distributions from
such limited partnerships or with working capital of the Trusts. Securities
convertible for 5,081 Shares were acquired on June 24, 1997 by a private
foundation for which Mr. Ruch serves as trustee, with working capital of the
foundation.
Item 4. Purpose of Transaction
The Shares have been acquired by the reporting persons solely for
investment purposes. The reporting persons may, subject to market conditions
and its assessment of business prospects of the Company, acquire additional
Shares from time to time, through the Trust or otherwise, and through open
market and/or privately negotiated transactions, as the reporting persons
determine in their discretion. The reporting persons may, however, determine
at any time to cease effecting such purchases and/or to dispose of all or a
portion of the Shares owned by them. The reporting persons will continue to
evaluate the business and prospects of the Company, and their present and
future interest in, and intentions with respect to, the Company, and in
connection therewith expect from time to time to consult with management and
other shareholders of the Company.
Other than as discussed above, the reporting persons currently have no
plans to effect any of the transactions required to be described in Item 4 of
Schedule D.
Item 5. Interest in Securities of the Issuer
(a) - (b) As the holder of sole voting and investment authority over
the Shares owned by its advisory clients, including the Trusts, Rho may be
deemed, for purposes of Rule 13d-3 under the Securities and Exchange Act of
1934, to be the beneficial owner of all of the 1,261,798 Shares owned by its
advisory clients and covered by this Statement, representing approximately
5.7% of the Company's 21,901,918 Shares outstanding as of March 31, 1997
(based upon the Company's most recently filed Form 10-Q), and after giving
effect to Shares subject to options, warrants, rights or convertible
securities owned by the reporting persons. Rho disclaims any economic
interest in the Shares covered by this Statement.
As controlling person of Rho, Mr. Ruch may be deemed the beneficial
owner of the Shares beneficially owned by Rho. In addition, Mr. Ruch
exercises investment and voting authority over 11,191 Shares held through a
private foundation of which Mr. Ruch serves as trustee, and Mr. Ruch holds
80,920 Shares directly or indirectly for his own account or the account of
family members other than through funds managed by Rho. As a percentage of
the 21,901,918 Shares outstanding as of March 31, 1997 (based upon the
Company's most recently filed Form 10-Q), and after giving effect to Shares
subject to options, warrants, rights or convertible securities owned by the
reporting persons, Mr. Ruch may be considered to beneficially own 6.1% of the
Company's Shares.
(c) On June 16, 1997, Rho Management Trust II received distributions
of 261,471 Shares from HealthCare Ventures I, L.P. and 50,173 Shares from
HealthCare Ventures II, L.P. In addition, on June 24, 1997 a private
foundation of which Mr. Ruch serves as trustee, and over which he may
therefore be deemed to have investment and voting authority, purchased
securities convertible into 5,081 Shares. There were no other transactions in
the Shares by the reporting persons in the past sixty days.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
None.
Item 7. Material to be Filed as Exhibits
None.
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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: June 26, 1997.
RHO MANAGEMENT PARTNERS L.P.
By: ATLAS CAPITAL CORP., its
General Partner
By: /s/ Joshua Ruch
Title: President
JOSHUA RUCH
/s/ Joshua Ruch
