CONFORMED COPY
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 2
Sepracor Inc.
(Name of Issuer)
Common Stock, par value $.10 per share
(Title of Class of Securities)
817315 10 4
(CUSIP Number)
OFD Partners, L.P.
c/o SHB Holdings, L.L.C.
153 East 53rd Street, 43rd Floor
New York, New York 10022
(212) 292-6000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 28, 1996
(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 ( ).
Check the following box if a fee is being paid with the
statement ( ). (A fee is not required only if the reporting
person: (1) has a previous statement on file for reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and 2 has filed
no amendment subsequent thereto reporting beneficial ownership
of five percent or less of such class.) (See Rule 13D-7.)
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.
13D
CUSIP NO. 817315 10 4
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OFD Partners, L.P.
13-3766719
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
1,223,575
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,223,575
PERSON
WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,223,575
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
14 TYPE OF REPORTING PERSON*
PN
The Schedule 13D filed on October 10, 1994 and amended
and restated in its entirety on October 13, 1995 is
hereby further amended as follows:
Item 5 is hereby amended to read as follows:
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
(a) As of the date of this Statement, OFD
beneficially owns 1,223,575 shares of Common Stock, which
is represented by 1,178,575 shares of Common Stock and
45,000 Warrants. As the Preferred Stock was converted in
1995 at the time of a call by the Company, OFD holds no
shares of Preferred Stock. Based on the 27,069,745
shares of Common Stock reported outstanding (as of August
15, 1996) in the Issuer's Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 1996, OFD
beneficially owns approximately 4.5% of the outstanding
shares of Common Stock.
(b) OFD has the sole power to vote and dispose of
all of the shares of the Common Stock and Warrants
beneficially owned by it.
(c) Within the past 60 days, OFD has effected the
following sales of the Common Stock in open market
transactions:
DATE SHARES PRICE TOTAL
10/10/96 35,000 $15.375 $538,125
10/17/96 20,000 $15.5625 $311,250
10/17/96 25,000 $15.75 $393,750
10/17/96 85,000 $15.875 $1,349,375
10/17/96 10,000 $16.00 $160,000
10/17/96 20,000 $17.00 $340,000
10/17/96 20,000 $16.75 $335,000
10/17/96 35,000 $16.75 $586,250
10/28/96 75,000 $15.50 $1,162,500
10/28/96 15,000 $15.625 $234,375
10/28/96 45,000 $15.50 $697,500
10/29/96 25,200 $15.50 $390,600
(d) Not applicable.
(e) OFD ceased to be the beneficial holder of five
percent or more of the Common Stock on October 28, 1996.
OFD no longer has any filing obligation under Section
13(d) with respect to the Common Stock.
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: October 29, 1996
OFD PARTNERS, L.P.
BY SHB HOLDINGS, L.L.C.,
GENERAL PARTNER
By: /s/ Mark A. Beaudoin
________________________
Mark A. Beaudoin, Member
