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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ICOS CORPORATION
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
449295104
(CUSIP Number)
Mark R. Beatty, Esq.
Preston Gates & Ellis LLC
5000 Columbia Seafirst Center
701 Fifth Avenue
Seattle, Washington 98104
(206) 623-7580
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
(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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CUSIP No.: 449295104
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1 NAME OF REPORTING PERSON
William H. Gates III
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
________________
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Washington
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7 SOLE VOTING POWER
NUMBER OF SHARES 5,370,631
BENEFICIALLY
OWNED BY ---------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON -0-
WITH
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9 SOLE DISPOSITIVE POWER
5,370,631
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,370,631
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.2%
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14 TYPE OF REPORTING PERSON
IN
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Item 1. SECURITY AND ISSUER
This statement relates to the Common Stock, $0.01 par value (the "Common
Stock"), of ICOS Corporation (the "Issuer"). The principal executive offices of
the Issuer are located at 22021-20th Avenue S.E., Bothell, Washington 98021.
Item 2. IDENTITY AND BACKGROUND
This statement is being filed by William H. Gates III. Mr. Gates is the
Chief Executive Officer of Microsoft Corporation. The principal business
address of Microsoft Corporation and Mr. Gates is One Microsoft Way, Redmond, WA
98052.
Mr. Gates has not during the last five years been (i) convicted in a
criminal proceeding, or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which he 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. Mr. Gates is a citizen of
the United States of America.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. Gates owned 1,702,222 shares of the Common Stock and 50,000 options at
the time of the Company's initial public offering in June 1991. On April 7,
1992, Mr. Gates purchased 150,000 shares and 2,941 options in a secondary public
offering. Beginning in 1993 and continuing thereafter, Mr. Gates has received
stock options as compensation for his services as a director. In November and
December 1994, Mr. Gates acquired 463,055 shares and 2,541,869 shares,
respectively, in connection with his role as acting as a standby-purchaser for
the Issuer in the conversion of certain outstanding securities. In June and
August 1997, Mr. Gates purchased units which entitled him to 328,000 warrants.
In October 1997, Mr. Gates purchased 168,473 shares by exercising stock options.
Mr. Gates used his personal funds to purchase the shares of Common Stock
and warrants reported in this statement. Mr. Gates did not acquire beneficial
ownership of any of the Common Stock with borrowed funds.
Item 4. PURPOSE OF TRANSACTION
Mr. Gates acquired the Common Stock for investment purposes only. Mr.
Gates will continue to evaluate his ownership and voting position in the Issuer
and may consider the following future courses of action: (i) continuing to hold
the Common Stock for investment; (ii) disposing of all or a portion of the
Common Stock in open market sales or in privately-negotiated transactions; (iii)
acquiring additional shares of the Common Stock in the open market or in
privately-negotiated transactions; or (iv) hedging transactions (other than
short sales) with respect to the Common Stock. Mr. Gates has not as yet
determined which of the courses of action specified in this paragraph he may
ultimately take. Mr. Gates' future actions with regard to this investment are
dependent on his evaluation of a variety of circumstances affecting the Issuer
in the future, including the market price of the Issuer's Common Stock, the
Issuer's prospects and Mr. Gates' portfolio.
Except as set forth above, Mr. Gates has no present intent or proposals
that relate to or would result in: (i) the acquisition by any person of
additional securities of the Issuer, or the disposition of securities of the
Issuer; (ii) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(iii) a sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries; (iv) any change in the present Board of Directors or
management of the Issuer, including any plans or proposals to change the number
or term of Directors or to fill any vacancies on the Board; (v) any material
change in the present capitalization or dividend policy of the Issuer; (vi) any
other material change in the Issuer 's business or corporate structure; (vii)
changes in the Issuer's charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by any
person; (viii) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(ix) a class of equity securities of the Issuer becoming eligible
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for termination of registration pursuant to Section 12(g)(4) of the Exchange
Act; or (x) any action similar to those enumerated above.
Mr. Gates reserves the right to determine in the future whether to change
the purpose or purposes described above or whether to adopt plans or proposals
of the type specified above.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of October 19, 1998, Mr. Gates beneficially owns 5,370,631 shares
of the Common Stock, which includes 345,012 shares issuable upon exercise of
stock options or warrants that are exercisable within 60 days of October 19,
1998. Mr. Gates beneficially owns approximately 13.2% of the Common Stock,
based on 40,538,132 shares outstanding as of October 19,1998.
(b) As of October 19, 1998, Mr. Gates has sole power to vote or direct the
vote and dispose or direct the disposition of 5,370,631 shares.
(c) Mr. Gates has not effected any transaction in the Common Stock within
the past sixty days.
(d) A portion of the shares of Common Stock beneficially owned by Mr.
Gates, are owned with Mr. Gates' spouse, Melinda Gates, as community property
under the laws of the State of Washington.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Mr. Gates does not have any contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect to the Common
Stock, including transfer or voting thereof, finder's fees, joint ventures, loan
or option arrangements, put or calls, guarantees of profits, division of profits
or loss, or the giving or withholding of proxies.
Item 7. MATERIALS 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 Schedule 13D is true, complete and
correct.
November 18, 1998
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Date
/s/ William H. Gates III
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By Michael Larson, Attorney in Fact
Duly authorized under Power of Attorney dated April 17, 1997, by and on
behalf of William H. Gates III
EXHIBITS
EXHIBIT 1.1 Special Power of Attorney Appointing Michael Larson Attorney in
Fact dated April 17, 1997
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EXHIBIT 1.1
SPECIAL POWER OF ATTORNEY
I, William H. Gates III, hereby appoint Michael Larson, my true and lawful
attorney in fact for purposes of my separate investment(s) to purchase, sell
(including short sales), dispose of, liquidate, transfer, exchange and/or
otherwise participate in, common or preferred stock, debt (including convertible
debt), interests or memberships in corporations, limited partnerships, limited
liability partnerships, and/or limited liability companies, subject to the
limitations stated below. I hereby give Michael Larson full power and authority
to sign, execute, deliver and acknowledge all necessary or convenient
agreements, amendments, extensions, consents, resolutions and consent
resolutions, proxies and other similar types of documents or instruments related
to any such investment(s) and to file any and all documents and forms with any
governmental office or agency, whether U.S., foreign, state or local government
(including, without limitation, the U.S. Securities & Exchange Commission and
state securities administrators or commissions), any stock exchange or stock
quotation system (including without limitation the Nasdaq Stock Market), as may
be required under applicable laws, or rules and regulations of any stock
exchange or stock quotation system, and do and perform all and every act and
thing whatsoever requisite and necessary or convenient to be done related to any
such investment(s), as fully to all intents and purposes as I might or could do
if personally present.
The powers granted herein shall not include any direct investment in real
estate, general partnerships, joint ventures and/or any investments resulting in
unlimited liability. In addition, with regard to any transaction involving an
investment (or series of related investments involving the same issuer or
affiliates of the issuer of any securities being purchased, sold, exchanged, or
transferred) for my account in excess of $50,000,000, Michael Larson shall have
first received my consent to such investment or transaction, evidenced by a
written or email communication.
This Power of Attorney may be terminated at any time by the undersigned by
providing a written or email notice of such termination to Michael Larson and to
Christopher M. Carletti, Preston Gates & Ellis LLP, 5000 Columbia Center, 701
Fifth Avenue, Seattle, WA 98104, (206) 623-7580; provided, however,
notwithstanding any of the foregoing, this Power of Attorney shall automatically
terminate and be of no further force or effect on and after the first
anniversary date of its signing. As long as any person dealing with Michael
Larson has no knowledge that this Power of Attorney has been revoked, such
person is entitled to rely upon this Power of Attorney upon Michael Larson's
representation that it is still in effect and that (if applicable) he has
received any required consent of the undersigned.
IN WITNESS WHEREOF, I have hereunto set my hand and seal on this _____ day
of April, 1997.
/s/ William H. Gates III
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William H. Gates III
/s/ Wendy Langen /s/ Erin Stidd
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WITNESS WITNESS
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
ON THIS DAY personally appeared before me William H. Gates III, to me known
to be the individual described in and who executed the within and foregoing
instrument and acknowledged that he signed the same as his free and voluntary
act and deed for the uses and purposes therein mentioned.
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GIVEN under my hand and official seal this 17th day of April, 1997.
/s/ Molly A. Johnson
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NOTARY PUBLIC
Molly A. Johnson
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Print Name
My appointment expires: 5/22/00
[Seal or Stamp]
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