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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.: *
Name of Issuer: Viropharma, Inc.
Title of Class of Securities: Common Stock , par value $.002 per share
CUSIP Number: 928241 10 8
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
UBS Asset Management (New York) Inc.
1345 Avenue of the Americas New York, New York 10105
Attention: Roslyn M. Allison
Telephone No. (212) 649-7103
(Date of Event which Requires Filing of this Statement)
August 5, 1997
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 line if a fee is being paid with this statement . (A fee is
not required only if the filing person: (1) has a previous statement on file
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 class. See
Rule 13d-7).
*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 the
disclosures provided in a prior cover page.
The information required in 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. 928241 10 8
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
UBS Asset Management (New York) Inc.
13-27-25861
2. Check the Appropriate Box if a Member of a Group
a.
b.
3. SEC Use Only
4. Source of Funds
OO
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
New York
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
None
8. Shared Voting Power:
None
9. Sole Dispositive Power:
576,500
10. Shared Dispositive Power:
None
11. Aggregate Amount Beneficially Owned by Each Reporting Person
576,500
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
13. Percent of Class Represented by Amount in Row (11)
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5.2%
14. Type of Reporting Person
IA
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CUSIP No. 928241 10 8
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
UBS (Lux) Equity Invest - Biotech, a subfund of UBS (Lux) Equity Invest
c/o INTRAG International Equity Invest (Company for Fund Management) S.A.
3-5, Place Winston Churchill, B.P. 134, 2011 Luxembourg
Attention: Max Baumann
2. Check the Appropriate Box if a Member of a Group
a.
b.
3. SEC Use Only
4. Source of Funds
OO
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Luxembourg
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
576,500
8. Shared Voting Power:
None
9. Sole Dispositive Power:
None
10. Shared Dispositive Power:
None
11. Aggregate Amount Beneficially Owned by Each Reporting Person
576,500
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)
5.2%
14. Type of Reporting Person
OO
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Item 1. Security and Issuer
The title of the class of equity securities to which this statement
relates is: Common Stock , $0.002 par value of Viropharma, Inc. (the
"Issuer").
The name and address of the principal executive and business office of
the Issuer is:
76 Great Valley Parkway
Malvern, Pennsylvania 19355
Item 2. Identity and Background
(a) UBS Asset Management (New York) Inc. ("UBSAM"). UBSAM is a
registered investment adviser which serves pursuant to an agreement as portfolio
manager for UBS (Lux) Equity Invest - Biotech. A list of the directors and
executive officers of UBSAM appears in Appendix A. UBSAM is a wholly-owned
subsidiary of UBS Inc. UBS Inc. is a wholly-owned subsidiary of Union Bank of
Switzerland, a company organized under the laws of Switzerland. Union Bank of
Switzerland is principally engaged in general banking business. A list of the
directors and executive officers of UBS Inc. and Union Bank of Switzerland
appears in Appendix A.
UBS (Lux) Equity Invest - Biotech is a subfund of the investment fund
UBS (Lux) Equity Invest. UBS (Lux) Equity Invest has been established by INTRAG
International Equity Invest (Company for Fund Management)) S.A. in collaboration
with Union Bank of Switzerland, Zurich and Union de Banques Suisses (Luxembourg)
S.A. as an open-end investment fund under Luxembourg law. INTRAG International
Equity Invest (Company for Fund Management) S.A. was established as a subsidiary
of INTRAG, Zurich, as a public limited company in Luxembourg for the purpose of
managing UBS (Lux) Equity Invest. A list of the Directors and Executive Officers
of INTRAG International Equity Invest (Company for Fund Management) S.A. appears
in Appendix B.
(b) The address of UBSAM is 1345 Avenue of the Americas, New York, New
York 10105. The address of each of the directors and executive officers of UBSAM
(except for directors or executive officers who are also directors or officers
of UBS Inc. or Union Bank of Switzerland) is 1345 Avenue of the Americas, New
York, New York 10105. The address of each of the directors and executive
officers of UBS Inc. (except for directors or executive officers who are also
directors or executive officers of Union Bank of Switzerland) is 299 Park
Avenue, New York, New York 10171. The address of each of the directors and
executive officers of Union Bank of Switzerland is c/o Union Bank of
Switzerland, Bahnhofstrasse 45, 8021 Zurich, Switzerland.
The address of UBS (Lux) Equity Invest - Biotech is c/o INTRAG
International Equity Invest (Company for Fund Management) S.A., 3-5, Place
Winston Churchill, B.P. 134, 2011 Luxembourg. The address of each of the
directors and executive officers of INTRAG International Equity Invest (Company
for Fund Management) S.A. appears in Appendix B.
(c) The present principal occupation or employment of each of the
directors and executive officers of each of UBSAM, UBS Inc and Union Bank of
Switzerland are set forth in Appendix A.
The present principal occupation or employment of each of the directors
and executive officers of each of INTRAG International Equity Invest (Company
for Fund Management) S.A. are set forth in Appendix B.
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(d) During the past five years, neither UBSAM, UBS Inc. nor Union Bank
of Switzerland nor, to the knowledge of UBSAM, any of the directors or executive
officers of UBSAM, UBS Inc. or Union Bank of Switzerland has been convicted in
any criminal proceeding, excluding traffic violations or similar misdemeanors.
During the past five years, neither INTRAG International Equity Invest
(Company for Fund Management) S.A. nor, to the knowledge of INTRAG International
Equity Invest (Company for Fund Management) S.A., any of the directors or
executive officers of INTRAG International Equity Invest (Company for Fund
Management) S.A. has been convicted in any criminal proceeding, excluding
traffic violations or similar misdemeanors.
(e) During the past five years, neither UBSAM, UBS Inc. nor Union Bank
of Switzerland nor, to the knowledge of UBSAM, any of the directors or executive
officers of UBSAM, UBS Inc. or Union Bank of Switzerland has been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which it or such person 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.
During the past five years, neither INTRAG International Equity Invest
(Company for Fund Management) S.A. nor, to the knowledge of INTRAG International
Equity Invest (Company for Fund Management) S.A., any of the directors or
executive officers of INTRAG International Equity Invest (Company for Fund
Management) S.A. has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which it or such
person 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) UBSAM is organized under the laws of New York. UBS Inc. is
organized under the laws of New York and Union Bank of Switzerland is organized
under the laws of Switzerland. Each director and executive officer of UBSAM
(except for Mr. Arthur Decurtins and Mr. James Patrick McCaughan) is a citizen
of the United States. To the knowledge of UBSAM, none of the directors or
executive officers of Union Bank of Switzerland are citizens of the United
States.
INTRAG International Equity Invest (Company for Fund Management) S.A.
is organized under the laws of Luxembourg. None of the directors or executive
officers of INTRAG International Equity Invest (Company for Fund Management)
S.A. are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
As described in Item 2(a) above, UBSAM exercises investment discretion
with respect to the of UBS (LUX) Equity Invest - Biotech. In that capacity,
UBSAM purchased the Shares, which are the subject of this Schedule 13D, on
behalf of UBS (LUX) Equity Invest - Biotech. The funds for the purchase of the
Shares came from participants' investments in UBS (LUX) Equity Invest - Biotech.
No funds were borrowed to finance the purchase. UBS (LUX) Equity Invest -
Biotech maintains sole voting rights with regard to the Shares.
Item. 4 Purpose of Transactions.
(a) The Shares held by the UBSAM were acquired for, and are being held
for, investment purposes. The acquisitions of the Shares described herein were
made in the ordinary course of UBSAM's investment activities. UBSAM, on behalf
of UBS (LUX) Equity Invest - Biotech, reserves the right to purchase or sell
Shares in privately negotiated transactions or in any other lawful manner in the
future.
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(b) Planned/proposed extraordinary corporate transaction involving
issuer or its subsidiaries. Not applicable.
(c) Planned/proposed material sale/transfer of assets of issuer or its
subsidiaries. Not applicable.
(d) Planned/proposed change to the Board or Management of the Issuer.
Not applicable.
(e) Planned/proposed material change to the capitalization/dividend
policy of the issuer. Not applicable.
(f) Planned/proposed material change to the issuer's business or
corporate structure. Not applicable.
(g) Planned/proposed changes in the issuer's charter, bylaws, or
instruments that may impede the acquisition of control of the issuer by any
person. Not applicable.
(h) Plans/proposals to cause a class of security of the issuer to be
delisted. Not applicable.
(i) Plans/proposals to cause a class of equity to become eligible for
termination of registration pursuant to Section 12(g)(4). Not applicable.
(j) Plans/proposals similar to any of the above. Not applicable.
Item 5. Interest in Securities of Issuer.
(a) Based on information obtained from the Issuer, 11,148,911 shares
are believed to be outstanding. As of August 12, 1997, UBSAM and UBS (LUX)
Equity Invest - Biotech were deemed to be the beneficial owners of 576,500
Shares which represented 5.2% of the Issuer's outstanding shares. UBS Inc. and
Union Bank of Switzerland through their direct and indirect ownership of UBSAM,
may be deemed to be indirect beneficial owners of the Shares.
(b) UBSAM has the sole power to dispose of all the shares. INTRAG
International Equity Invest (Company for Subfund Management) S.A. has the sole
power to vote all the shares.
(c) All transactions in the Shares effected by UBSAM during the sixty
days prior to August 12, 1997 were effected in open-market transactions and are
set forth in Exhibit C hereto.
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of the
Shares.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Except as described herein, there are no contracts, arrangements,
understandings or relationships between the persons named in Item 2 hereof or
between such persons and any other person with respect to any securities of the
Issuer.
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Item 7. Material to be Filed as Exhibits.
Exhibit A. List of Directors and Executive Officers of UBSAM, UBS Inc.
and Union Bank of Switzerland and their respective present principal occupation
or employment.
Exhibit B. List of Directors and Executive Officers of INTRAG
International Equity Invest (Company for Fund Management) S.A. and their
respective present principal occupation or employment and addresses
Exhibit C. Schedule of Transactions in the Shares made by UBSAM.
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.
August 15, 1997
- ----------------------------
Date
UBS Asset Management (New York) Inc.
/s/ Roslyn M. Allison
- -----------------------------
Title: Vice President, Compliance Department
INTRAG International Equity Invest (Company for Fund Management) S.A.
/s/ Max Baumann
- -----------------
Title: Chairman of the Board
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EXHIBIT INDEX
Item No. Description
-------- -----------
Exhibit A. List of Directors and Executive Officers of UBSAM, UBS Inc.
and Union Bank of Switzerland and their respective present principal occupation
or employment.
Exhibit B. List of Directors and Executive Officers of INTRAG
International Equity Invest (Company for Fund Management) S.A. and their
respective present principal occupation or employment and addresses
Exhibit C. Schedule of Transactions in the Shares made by UBSAM.
<PAGE> 1
EXHIBIT A
UBSAM BOARD OF DIRECTORS and EXECUTIVE OFFICERS
Arthur Decurtins Chairman
James Patrick McCaughan Managing Director and President
Henry William Haunss, Jr. Managing Director
Robert Charles Dinerstein Director and Corporate Secretary
Victor Henry Romley Managing Director
Richard Ciro Capone Director
George Jamgochian Managing Director
Amy Morlock McNally Functional Vice President
Ranjani H. Nagaswami Vice President
Wayne D. Thornbrough Managing Director
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UBS INC.
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
Cabiallavetta, Mathis Vice Chairman
Capone, Richard C. President
Bozian, Alan G. Senior Managing Director
Brown, Gary Senior Managing Director
Dinerstein, Robert C. Senior Managing Director and
Secretary
Ahearn, Michael J. Managing Director
Asjes, Dick Managing Director
Barbian, Paul Managing Director
Cantalini, James Managing Director
Casey, Robert W. Managing Director
Charleson, Lawrence Managing Director
Coe, Mary B. W. Managing Director
Criswell, Christopher W. Managing Director
Henderson, Dennis B. Managing Director
Hoban, Patrick N. Managing Director
Imholz, Alfred Managing Director
James, W. Scott Managing Director
Lynch, Gary Charles Managing Director
Sperry, L. Thomas Managing Director
Ullrich, G. Christian Managing Director
Whitworth, David T. Managing Director
Yearley, Peter B. Managing Director
Chaix, Laurent Vice President
Dellosso, Stephan Vice President
Etter, Marcel Vice President
Feld, Lisa B. Vice President
Mendelsohn, Bruce Vice President
Michaelis, A. Jane Vice President
Saliling, Julie Vice President
Lange, Kevin A. Vice President
Wojcechowskyj, Stephan Vice President
O'Rourke, Donna Assistant Vice President
Satz, Eric Assistant Vice President
Travers, Jayne Assistant Vice President
Power, Jennifer Credit Admin Officer
Chen, Carol Assistant Treasurer
Blanck, Barbara Assistant Secretary
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UNION BANK OF SWITZERLAND
BOARD OF DIRECTORS
<TABLE>
<S> <C>
Robert Studer* Schonenberg, Chairman
Hans Heckmann* Schlieren, Vice Chairman
Markus Kundig* Zug, Vice Chairman, Publisher
Marc C. Cappis Herisau, Managing Director of Huber + Suhner Ltd., Herisau
AR/Pfaffikon ZH
Fritz Fahrni Islikon, President of the Corporate Executive Management of
Sulzer Ltd., Winterthur
Kurt E. Feller Wollerau, Managing Director and Chief Executive Officer of
Rieter Holding Ltd., Winterthur
Charles R. Firmenich Genthod, Vice Chairman of the Board of Firmenich
(International) SA, Geneva
Hannes Goetz* Ruschlikon, Chairman of the Board of Swissair, Zurich Airport
Reto Mengiardi Chur, Attorney and Notary Public
Rolf A. Meyer* Basle, Chief Financial Officer and Member of the Executive
Committee of Ciba-Geigy Ltd., Basle
Anne-Lise Monnier-Blaile Gland, Pharmacist and Chairwoman of the Board of Ofac,
Geneva
Andreas Reinhart* Winterthur, Chairman of the Board of Volkart Brothers Holding
Ltd., Winterhur
Maria Reinshagen Zurich, Vice President of Christie's (International) SA
Switzerland
Rene K. Ruepp Pfaffhausen, Chairman of the Board and Chief Executive
Officer of Forbo Holding SA, Eglisau
Alfred N. Schindler* Hergiswil, Vice Chairman and Chief Executive Officer of
Schindler Holding AG, Hergiswil
Johann-Niklaus Schneider- Langenthal, Chairman of the Board and Managing Director
Ammann of the Ammann Group, Langenthal
Manfred Zobl Ruschlikon, Chairman of the Corporate Executive Board of
Swiss Life/Rentenanstalt, Zurich
</TABLE>
*Member of the Board of Directors Committee
<PAGE> 4
UNION BANK OF SWITZERLAND
GROUP EXECUTIVE BOARD
Mathis Cabiallavetta President of the Group Executive Board
Werner Bonadurer Executive Vice President
Arthur Decurtins Executive Vice President
Ulrich Grete Executive Vice President
Felix Fischer Executive Vice President
Stephan Haeringer Executive Vice President
Pierre de Weck Executive Vice President
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EXHIBIT B
INTRAG INTERNATIONAL EQUITY INVEST (COMPANY FOR FUND MANAGEMENT) S.A. BOARD OF
DIRECTORS and EXECUTIVE OFFICERS
<TABLE>
<S> <C>
Max Baumann Chairman (General Manager, INTRAG (Zurich)
INTRAG, Bahnhofstrasse 45, 8021 Zurich, Switzerland
Manuel Hauser Director (Executive Director, UBS -Intrag (Services) S.A.
Luxembourg)
INTRAG International Equity Invest (Company for Fund
Management) S.A., 3-5, Place Winston Churchill, B.P. 134, 2011
Luxembourg
Dr. Antoni M. Stankiewicz Director (First Vice President, Union Bank of Switzerland, Zurich)
Union Bank of Switzerland, Bahnhofstrasse 45, 8021 Zurich,
Switzerland
Peter Scherkamp Director (Senior Vice President, Union de Banques Suisses
(Luxembourg) S.A., Luxembourg
Union de Banques Suisses (Luxembourg) S.A. , 36-38 Grand-
Rue, B.P. 134, 2011, Luxembourg
</TABLE>
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EXHIBIT C
SCHEDULE OF TRANSACTIONS
<TABLE>
<CAPTION>
Shares Acquired Price Per Share
Date or (Sold) (Excluding Commission)
- ------- --------------- ----------------------
<S> <C> <C>
7/23/97 270,000 $ 13.75
7/23/97 180,000 $ 13.75
8/1/97 12,500 $ 15.75
8/5/97 47,500 $ 15.88
8/6/97 5,000 $ 15.75
8/7/97 10,000 $ 15.63
8/12/97 1,500 $ 15.75
</TABLE>
