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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 3)
SPIROS DEVELOPMENT CORPORATION II, INC.
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(NAME OF ISSUER)
CALLABLE COMMON STOCK, PAR VALUE $0.001 PER SHARE
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(TITLE OF CLASS OF SECURITIES)
848 936 100
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(CUSIP NUMBER)
CAM L. GARNER
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
DURA PHARMACEUTICALS, INC.
7475 LUSK BOULEVARD
SAN DIEGO, CALIFORNIA 92121
(858) 457-2553
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS)
MARCH 20, 2000
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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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CUSIP NO. 848 936 100 13D Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
DURA PHARMACEUTICALS, INC.
IRS Employer Identification No.: 95-3645543
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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*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER 7 SOLE VOTING POWER
OF 6,325,000(1)
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ---------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
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PERSON 6,325,000(1)
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10 SHARED DISPOSITIVE POWER
WITH
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,325,000(1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
/ /
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Page 2 of 5
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
100%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Represents the total number of shares of callable common stock of Spiros
Development Corporation II, Inc. currently outstanding. Such shares were
originally traded as units, 156,250 of which are currently held by the Dura
Pharmaceuticals, Inc. Deferred Compensation Plan. Each unit consisted of one
share of Spiros callable common stock and one warrant to purchase one-fourth of
one share of common stock of Dura. On January 1, 2000, the Spiros common stock
and the Dura warrants began trading separately. Dura has the option to purchase
all, but not less than all, of the Spiros common stock outstanding at the time
of the exercise of such option. As a result, the above reported number of shares
of Spiros common stock is subject to change, based upon the total number of
Spiros common stock outstanding at the time of exercise, if such option is
exercised.
Page 3 of 5
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This Amendment No. 3 relates to the callable common stock of Spiros
Development Corporation II, Inc., a Delaware corporation, and amends the
statement on Schedule 13D initially filed by Dura Pharmaceuticals, Inc., a
Delaware corporation, with the SEC on January 2, 1998, amended by Amendment No.
1 thereto filed with the Commission on March 29, 1999 and Amendment No. 2
thereto filed with the Commission on February 14, 2000.
ITEM 4. PURPOSE OF TRANSACTION
On March 20, 2000, Dura, Starfish Acquisition Corp., Inc., a
wholly-owned subsidiary of Dura, and Spiros entered into an Agreement and
Plan of Merger. Upon the terms and subject to the conditions in the merger
agreement, Starfish will be merged with and into Spiros and Spiros will
survive the merger as Dura's subsidiary. Dura entered into the merger
agreement for the purpose of controlling Spiros, as a wholly owned subsidiary
of Dura. Upon completion of the merger, each share of Spiros callable common
stock which is issued and outstanding immediately prior to completion of the
merger (other than shares held by Spiros as treasury stock, owned by Dura or
any of Dura's subsidiaries, or held by Spiros' stockholders who have
perfected and not lost their right to appraisal under Delaware law) will be
converted into the right to receive $13.25 in cash and one five-year warrant
to purchase a fraction of a share of Dura common stock. The exact fraction of
a share of Dura common stock purchasable under the warrant will be determined
based on the average closing price of Dura common stock for the ten trading
days prior to Spiros' stockholder vote on the merger.
Also on March 20, 2000, several of Spiros' stockholders who own an
aggregate of 1,374,400 shares of Spiros common stock agreed to vote (or consent
with regard to) all 1,374,400 shares of Spiros common stock in favor of the
merger.
The transaction, which is expected to close in the second quarter of
2000, has been approved by Dura's board of directors and a special committee of
Spiros' board of directors and is subject to, among other things, the adoption
of the merger agreement by Spiros' stockholders, the expiration of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act and the
effectiveness of a registration statement covering Dura's issuance of the
warrants in the merger.
The merger agreement and voting agreement filed as exhibits 2.1 and
10.1, respectively, to the Form 8-K filed by Spiros on March 21, 2000, and the
joint press release of Dura and Spiros filed as exhibit 99.1 to the Form 8-K
filed by Dura on March 21, 2000, are incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
99.1 Agreement and Plan of Merger, dated as of
March 20, 2000, by and among Dura, Starfish
and Spiros. (1)
99.2 Voting Agreement, dated as of March 20, 2000, by
and among Farallon Capital Partners, L.P., a
California limited partnership, Farallon Capital
Institutional Partners, L.P., a California limited
partnership, Farallon Capital Institutional
Partners II, L.P., a California limited
partnership, Farallon Capital Institutional
Partners III, L.P., a Delaware limited partnership,
Tinicum Partners, L.P., a New York limited
partnership, and Farallon Capital Management,
L.L.C. on behalf of certain managed accounts, Dura,
Starfish and Spiros.(1)
99.3 Joint Press Release issued by Dura and
Spiros on March 20, 2000 (announcing
execution of the merger agreement).(2)
(1) -- Incorporated herein by reference to the Form 8-K filed by Spiros on March
21, 2000.
(2) -- Incorporated herein by reference to the Form 8-K filed by Dura on March
21, 2000.
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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.
March 21, 2000 DURA PHARMACEUTICALS, INC.
By: /s/ Mitchell R. Woodbury
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Title: Senior Vice President and General Counsel
ATTENTION: Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).
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