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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
ICOS CORPORATION
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE PER SHARE
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(Title of Class of Securities)
449295104
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(CUSIP Number of Class of Securities)
George B. Rathmann Andrew B. Moore, Esq.
22021-20th Ave. S.E. with a copy to: Perkins Coie LLP
Bothell, WA 98021 1201 Third Avenue, 40th Floor
(425) 485-1900 Seattle, WA 98101
(206) 583-8888
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 1, 1998
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(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 that 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 [ ].
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 5 Pages)
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/1/ 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
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CUSIP NO. 44925104 PAGE 2 OF 5 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
George B. Rathmann ###-##-####
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
PF
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
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SOLE VOTING POWER
7
NUMBER OF 2,324,152
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
150,000
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 2,324,152
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
150,000
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,474,152
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
6.1%/1/
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TYPE OF REPORTING PERSON*
14
IN
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/1/ Percentage is based upon 40,090,793 shares of Common Stock outstanding as of
October 9, 1998.
Page 2 of 5
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ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the Common Stock, par value $.01 per share
("Common Stock"), of ICOS Corporation, a Washington corporation ("ICOS"), the
principal executive office of which is located at 22021-20th Ave. S.E., Bothell,
Washington 98021.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Schedule 13D relates to George M. Rathmann.
(b) The business address of Mr. Rathmann is 22021-20th Ave. S.E., Bothell,
Washington 98021.
(c) Mr. Rathmann is the Chairman of the Board of Directors, Chief
Executive Officer and President of ICOS.
(d) During the last five years, Mr. Rathmann has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, Mr. Rathmann has not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding 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.
(f) Mr. Rathmann is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
All funds used to purchase the shares of Common Stock reported in this
Schedule 13D came from the personal funds of Mr. Rathmann.
ITEM 4. PURPOSE OF TRANSACTION
The shares referred to in Item 5 were acquired for investment purposes.
Mr. Rathmann has no present plans or intentions that relate to or would
result in: (a) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving ICOS or any of its subsidiaries; (b) a
sale or transfer of a material amount of assets of ICOS or any of its
subsidiaries; (c) any change in ICOS's present Board of Directors or management;
(d) any material change in the present capitalization or dividend policy of
ICOS; (e) any material change in ICOS's business, corporate structure, charter
or bylaws; (f) any change which would impede the acquisition of control of ICOS
by any person; (g) the cessation of NASDAQ trading for ICOS Common Stock or
termination of registration pursuant to Section 12(g)(4) of the Act; or (h) any
action similar to those enumerated above.
Page 3 of 5
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Rathmann beneficially owns 2,474,152 shares of Common Stock of
ICOS Corporation, which includes 636,997 shares issuable upon exercise of stock
options or warrants that are exercisable within 60 days of October 9, 1998, and
150,000 shares held by the Rathmann Family Revocable Trust. Mr. Rathmann's
aggregate beneficial ownership represents approximately 6.1% of Common Stock of
ICOS Corporation, based on 40,090,793 shares of Common Stock outstanding as of
October 9, 1998.
(b) Sole voting power: 2,324,152
Shared voting power 150,000
Sole dispositive power: 2,324,152
Shared dispositive power: 150,000
(c) Except as reported herein, during the past sixty days, Mr. Rathmann
has not effected any transaction in the Common Stock of ICOS Corporation.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
Page 4 of 5
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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.
October 9, 1998 By: /s/ George B. Rathmann
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Date Signature
George B. Rathmann
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Name
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 this 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.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
Page 5 of 5
