SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. )*
Human Genome Sciences, Inc.
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
444903108
(Cusip Number)
W. Robert Cotham
201 Main Street, Suite 2600
Fort Worth, Texas 76102
(817) 390-8400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 6, 1997
(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).
**The total number of shares reported herein is 3,158,766 shares, which
constitutes approximately 14.3% of the total number of shares outstanding. All
ownership percentages set forth herein assume that there are 22,080,661 shares
outstanding.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Sid R. Bass Management Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Trust Funds
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 835,596 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 835,596 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
835,596
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 3.8%
14. Type of Reporting Person: 00 - Trust
- ----------
(1) Power is exercised through one of its trustees, Sid R. Bass.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Sid R. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 835,596 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 835,596 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
835,596 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 3.8%
14. Type of Reporting Person: IN
- ----------
(1) Solely in his capacity as a trustee and the sole trustor of Sid R. Bass
Management Trust and by virtue of his power to revoke same.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Lee M. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: PF
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 1,034,866 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,034,866 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,034,866 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.7%
14. Type of Reporting Person: IN
- ----------
(1) Solely in his capacities as sole trustee of the Ramona Frates Bass 1993 A
Trust with respect to 163,702 shares of the Stock, as the sole trustee of
the Perry R. Bass, II 1993 A Trust with respect to 163,702 shares of the
Stock, and as the sole trustee of the Sophie Seeligson Bass 1993 A Trust
with respect to 163,702 shares of the Stock.<PAGE>
<PAGE>
1. Name of Reporting Person:
Wesley Guylay Capital Management.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
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: Texas
7. Sole Voting Power: 218,950 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 218,950 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
218,950
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 1.0%
14. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its sole general partner, Wesley Richard Guylay.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Wesley Richard Guylay
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 218,950 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 218,950 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
218,950 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 1.0%
14. Type of Reporting Person: IN
- ----------
(1) Solely in his capacity as the sole general partner of Wesley Guylay
Capital Management.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Ramona Frates Bass 1993 A Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Trust Funds
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 163,702 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 163,702 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
163,702
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.7%
14. Type of Reporting Person: 00 - Trust
- ----------
(1) Power is exercised through its sole trustee, Lee M. Bass.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Perry R. Bass, II 1993 A Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Trust Funds
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 163,702 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 163,702 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
163,702
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.7%
14. Type of Reporting Person: 00 - Trust
- ----------
(1) Power is exercised through its sole trustee, Lee M. Bass.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Sophie Seeligson Bass 1993 A Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Trust Funds
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 163,702 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 163,702 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
163,702
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.7%
14. Type of Reporting Person: 00 - Trust
- ----------
(1) Power is exercised through its sole trustee, Lee M. Bass.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Cotham Family Partners, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
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: Texas
7. Sole Voting Power: 5,000 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 5,000 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
5,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): <0.1%
14. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its sole general partner, the Matthew Kingston
Cotham 1996 Trust.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Matthew Kingston Cotham 1996 Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 5,000 (1)(2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 5,000 (1)(2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
5,000 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): <0.1%
14. Type of Reporting Person: 00 - Trust
- ----------
(1) Power is exercised through its sole trustee, William P. Hallman, Jr.
(2) Solely in its capacity as the sole general partner of Cotham Family
Partners, L.P.
<PAGE>
<PAGE>
1. Name of Reporting Person:
William P. Hallman, Jr.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: PF
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 518,000 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 518,000 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
518,000 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.3%
14. Type of Reporting Person: IN
- ----------
(1) Solely in his capacities as the sole trustee of the Matthew Kingston
Cotham 1996 Trust with respect to 5,000 shares of the Stock, as the sole
trustee of the P. Andrew Sterling 1990 Trust with respect to 750 shares of
the Stock, as the sole trustee of the Lisa D. Sterling 1990 Trust with
respect to 750 shares of the Stock, as the sole trustee of the Philip D.
Sterling 1990 Trust A with respect to 750 shares of the Stock, as the sole
trustee of the Alexandra D. Sterling 1990 Trust A with respect to 750
shares of the Stock, as the sole trustee of the Annie R. Bass Grandson's
Trust for Sid R. Bass with respect to 250,000 shares of the Stock, and as
the sole trustee of the Annie R. Bass Grandson's Trust for Lee M. Bass
with respect to 250,000 shares of the Stock.<PAGE>
<PAGE>
1. Name of Reporting Person:
Peter Sterling
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: PF
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 7,000
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 7,000
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
7,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): <0.1%
14. Type of Reporting Person: IN
<PAGE>
<PAGE>
1. Name of Reporting Person:
P. Andrew Sterling 1990 Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Trust Funds
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 750 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 750 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
750
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): <0.1%
14. Type of Reporting Person: 00 - Trust
- ----------
(1) Power is exercised through its sole trustee, William P. Hallman, Jr.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Lisa D. Sterling 1990 Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Trust Funds
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 750 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 750 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
750
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): <0.1%
14. Type of Reporting Person: 00 - Trust
- ----------
(1) Power is exercised through its sole trustee, William P. Hallman, Jr.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Philip D. Sterling 1990 Trust A
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Trust Funds
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 750 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 750 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
750
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): <0.1%
14. Type of Reporting Person: 00 - Trust
- ----------
(1) Power is exercised through its sole trustee, William P. Hallman, Jr.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Alexandra D. Sterling 1990 Trust A
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Trust Funds
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 750 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 750 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
750
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): <0.1%
14. Type of Reporting Person: 00 - Trust
- ----------
(1) Power is exercised through its sole trustee, William P. Hallman, Jr.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Mary Susanna Hallman 1992 Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Trust Funds
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 2,000 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,000 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): <0.1%
14. Type of Reporting Person: 00 - Trust
- ----------
(1) Power is exercised through its sole trustee, W. Robert Cotham.
<PAGE>
<PAGE>
1. Name of Reporting Person:
William P. Hallman, III 1992 Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Trust Funds
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 2,000 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,000 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): <0.1%
14. Type of Reporting Person: 00 - Trust
- ----------
(1) Power is exercised through its sole trustee, W. Robert Cotham.<PAGE>
<PAGE>
1. Name of Reporting Person:
Lee Caroline Hallman 1992 Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Trust Funds
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 2,000 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,000 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): <0.1%
14. Type of Reporting Person: 00 - Trust
- ----------
(1) Power is exercised through its sole trustee, W. Robert Cotham.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Annie R. Bass Grandson's Trust for Sid R. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Trust Funds
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 250,000 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 250,000 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
250,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 1.1%
14. Type of Reporting Person: 00 - Trust
- ----------------------------
(1) Power is exercised through its trustee, William P. Hallman, Jr.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Annie R. Bass Grandson's Trust for Lee M. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Trust Funds
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 250,000 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 250,000 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
250,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 1.1%
14. Type of Reporting Person: 00 - Trust
- ----------------------------
(1) Power is exercised through its trustee, William P. Hallman, Jr.
<PAGE>
<PAGE>
1. Name of Reporting Person:
W. Robert Cotham
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 6,000 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 6,000 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
6,000 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): <0.1%
14. Type of Reporting Person: IN
- ----------
(1) Solely in his capacities as the sole trustee of the Mary Susanna Hallman
1992 Trust with respect to 2,000 shares of the Stock, as the sole trustee
of the William P. Hallman, III 1992 Trust with respect to 2,000 shares of
the Stock, and as the sole trustee of the Lee Caroline Hallman 1992 Trust
with respect to 2,000 shares of the Stock. <PAGE>
<PAGE>
1. Name of Reporting Person:
Hyatt Anne Bass Successor Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Trust Funds
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 259,835 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 259,835 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
259,835 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 1.2%
14. Type of Reporting Person: 00 - Trust
- ----------------------------
(1) Power is exercised through its trustee, Panther City Investment
Company.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Samantha Sims Bass Successor Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Trust Funds
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 259,835 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 259,835 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
259,835 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 1.2%
14. Type of Reporting Person: 00 - Trust
- ----------------------------
(1) Power is exercised through its trustee, Panther City Investment
Company.<PAGE>
<PAGE>
1. Name of Reporting Person:
Panther City Investment Company
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 519,670 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 519,670 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
519,670 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.4%
14. Type of Reporting Person: CO
- ----------------------------
(1) Solely in its capacity as the trustee of the Hyatt Anne Bass
Successor Trust and the Samantha Sims Bass Successor Trust.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Panther City Production Company
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 519,670 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 519,670 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
519,670 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Share:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.4%
14. Type of Reporting Person: CO
- ----------------------------
(1) Solely in its capacity as the sole shareholder of Panther City
Investment Company, which is the trustee of the Hyatt Anne Bass
Successor Trust and the Samantha Sims Bass Successor Trust.
<PAGE>
<PAGE>
1. Name of Reporting Person:
The Bass Management Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Trust Funds
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 18,684 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 18,684 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
18,684
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): <0.1%
14. Type of Reporting Person: 00 - Trust
- ----------------------------
(1) Power is exercised through its sole trustee, Perry R. Bass.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Perry R. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Perry R. Bass is a citizen of the
United States of America.
7. Sole Voting Power: 18,684 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 18,684 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
18,684 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): <0.1%
14. Type of Reporting Person: IN
- ----------------------------
(1) Solely in his capacities as sole trustee and as one of two trustors of
The Bass Management Trust.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Nancy L. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Nancy L. Bass is a citizen of the
United States of America.
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
18,684 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): <0.1%
14. Type of Reporting Person: IN
- ----------------------------
(1) Solely in her capacity as one of two trustors of The Bass Management Trust
and by virtue of her ability to revoke same.
<PAGE>
<PAGE>
Item 1. SECURITY AND ISSUER.
This statement relates to shares of Common Stock, par value $0.01 per share
(the "Stock"), of Human Genome Sciences, Inc. (the "Issuer"). The principal
executive offices of the Issuer are located at 9410 Key West Avenue, Rockville,
Maryland 20850-3338.
Item 2. IDENTITY AND BACKGROUND.
(a) Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended (the
"Act"), the undersigned hereby file this Schedule 13D Statement on behalf of Sid
R. Bass Management Trust ("SRBMT"), Sid R. Bass ("SRB"), Lee M. Bass ("LMB"),
Wesley Guylay Capital Management ("WGCM"), Wesley Richard Guylay ("WRG"), Ramona
Frates Bass 1993 Trust A ("RFBT"), Perry R. Bass, II 1993 Trust A ("PRBT"),
Sophie Seeligson Bass 1993 Trust A ("SSBT"), Cotham Family Partners, L.P.
("CFP"), Matthew Kingston Cotham 1996 Trust ("MKCT"), Peter Sterling ("PS"), P.
Andrew Sterling 1990 Trust ("PAST"), Lisa D. Sterling 1990 Trust ("LDST"),
Philip D. Sterling 1990 Trust A ("PDST"), Alexandra D. Sterling 1990 Trust A
("ADST"), Annie R. Bass Grandson's Trust for Sid R. Bass ("ARBS"), Annie R. Bass
Grandson's Trust for Lee M. Bass ("ARBL"), William P. Hallman, Jr. ("WPH"), Mary
Suanna Hallman 1992 Trust ("MSHT"), William P. Hallman, III 1992 Trust ("WPHT"),
Lee Caroline Hallman 1993 Trust ("LCHT"), W. Robert Cotham ("WRC"), Hyatt Anne
Bass Successor Trust ("HBST"), Samantha Sims Bass Successor Trust ("SBST"),
Panther City Investment Company ("PCIC"), Panther City Production Company
("PCPC"), The Bass Management Trust ("BMT"), Perry R. Bass ("PRB"), and Nancy
Lee Bass ("NLB"). SRBMT, SRB, LMB, WGCM, WRG, RFBT, PRBT, SSBT, CFP, MKCT, PS,
PAST, LDST, PDST, ADST, ARBS, ARBL, WPH, MSHT, WPHT, LCHT, WRC, HBST, SBST,
PCIC, PCPC, BMT, PRB, and NLB are sometimes hereinafter collectively referred
to as the "Reporting Persons." The Reporting Persons are making this single,
joint filing because they may be deemed to constitute a "group" within the
meaning of Section 13(d)(3) of the Act, although neither the fact of this filing
nor anything contained herein shall be deemed to be an admission by the
Reporting Persons that such a group exists.
(b)-(c)
SRBMT
SRBMT is a revocable trust existing under the laws of the State of Texas.
The address of SRBMT is 201 Main Street, Suite 2700, Fort Worth, Texas 76102.
Pursuant to Instruction C to Schedule 13D of the Act, information with respect
to its Trustees, PRB, LMB and SRB, is set forth below.
SRB
SRB's business address is 201 Main Street, Suite 2700, Fort Worth, Texas
76102, and his present principal occupation or employment at such address is
serving as President of Sid R. Bass, Inc. ("SRB, Inc.").
SRB, Inc. is a Texas corporation. SRB, Inc.'s principal businesses are the
ownership and operation of oil and gas properties (through Bass Enterprises
Production Co. ("BEPCO")), the ownership and operation of gas processing plants
and carbon black plants (through various partnerships), farming and ranching,
investing in marketable securities and real estate investment and development.
The principal business address of SRB, Inc., which also serves as its principal
office, is 201 Main Street, Suite 2700, Fort Worth, Texas 76102.
BEPCO is a Texas corporation, the principal business of which is oil
exploration and drilling and producing hydrocarbons. The principal address of
BEPCO, which also serves as its principal office, is 201 Main Street, Suite
2700, Fort Worth, Texas 76102.
LMB
LMB's business address is 201 Main Street, Suite 2700, Fort Worth, Texas
76102, and his present principal occupation or employment at such address is
serving as President of Lee M. Bass, Inc. ("LMB, Inc.").
LMB, Inc. is a Texas corporation. LMB, Inc.'s principal businesses are the
ownership and operation of oil and gas properties (through BEPCO), the ownership
and operation of gas processing plants and carbon black plants (through various
partnerships), farming and ranching, investing in marketable securities and real
estate investment and development. The principal business address of LMB, Inc.,
which also serves as its principal office, is 201 Main Street, Suite 2700, Fort
Worth, Texas 76102.
WGCM
WGCM is a Texas limited partnership, the principle business of which is
buying, selling, exchanging or otherwise acquiring, holding and dealing with
securities, including warrants and rights, commodities and commodities futures
contracts of every kind and description. The principle business address of
WGCM, which also serves as its principal office, is 201 Main Street, Suite 2700,
Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act,
information with respect to WRG, the sole general partner of WGCM, is set forth
below.
WRG
WRG's business address is 30 Rockefeller Plaza, Suite 4535, New York, New
York 10112, and his present principal occupation or employment at such address
is serving as an investment advisor and general partner of WGCM.
RFBT
RFBT is a trust existing under the laws of the State of Texas. The address
of RFBT is 201 Main Street, Suite 2700, Fort Worth, Texas 76102. Pursuant to
Instruction C to Schedule 13D of the Act, information with respect to its
Trustee, LMB, is set forth above.
PRBT
PRBT is a trust existing under the laws of the State of Texas. The address
of PRBT is 201 Main Street, Suite 2700, Fort Worth, Texas 76102. Pursuant to
Instruction C to Schedule 13D of the Act, information with respect to its
Trustee, LMB, is set forth above.
SSBT
SSBT is a trust existing under the laws of the State of Texas. The address
of SSBT is 201 Main Street, Suite 2700, Fort Worth, Texas 76102. Pursuant to
Instruction C to Schedule 13D of the Act, information with respect to its
Trustee, LMB, is set forth above.
CFP
CFP is a Texas limited partnership, the principal business of which is the
purchase, sale, exchange, acquisition and holding of investment securities. The
principal business address of CFP, which also serves as its principal office,
is 201 Main Street, Suite 2600, Fort Worth, Texas 76102. Pursuant to
Instruction C to Schedule 13D of the Act, information with respect to MKCT, the
general partner of CFP, is set forth below.
MKCT
MKCT is a trust existing under the laws of the State of Texas. The address
of MKCT is 201 Main Street, Suite 2500, Fort Worth, Texas 76102. Pursuant to
Instruction C to Schedule 13D of the Act, information with respect to its
Trustee, WPH, is set forth below.
WPH
WPH's principal occupation or employment is serving as a director and
shareholder of KHH. WPH's business address is 201 Main Street, Suite 2500, Fort
Worth, Texas 76102.
PS
PS's principal occupation or employment is serving as the Chief Financial
Officer of SRB, Inc. and LMB, Inc. PS's business address is 201 Main Street,
Suite 3200, Fort Worth, Texas 76102.
PAST
PAST is a trust existing under the laws of the State of Texas. The address
of PAST is 201 Main Street, Suite 2500, Fort Worth, Texas 76102. Pursuant to
Instruction C to Schedule 13D of the Act, information with respect to its
Trustee, WPH, is set forth above.
LDST
LDST is a trust existing under the laws of the State of Texas. The address
of LDST is 201 Main Street, Suite 2500, Fort Worth, Texas 76102. Pursuant to
Instruction C to Schedule 13D of the Act, information with respect to its
Trustee, WPH, is set forth above.
PDST
PDST is a trust existing under the laws of the State of Texas. The address
of PDST is 201 Main Street, Suite 2500, Fort Worth, Texas 76102. Pursuant to
Instruction C to Schedule 13D of the Act, information with respect to its
Trustee, WPH, is set forth above.
ADST
ADST is a trust existing under the laws of the State of Texas. The address
of ADST is 201 Main Street, Suite 2500, Fort Worth, Texas 76102. Pursuant to
Instruction C to Schedule 13D of the Act, information with respect to its
Trustee, WPH, is set forth above.
MSHT
MSHT is a trust existing under the laws of the State of Texas. The address
of MSHT is 201 Main Street, Suite 2600, Fort Worth, Texas 76102. Pursuant to
Instruction C to Schedule 13D of the Act, information with respect to its
Trustee, WRC, is set forth below.
WPHT
WPHT is a trust existing under the laws of the State of Texas. The address
of WPHT is 201 Main Street, Suite 2600, Fort Worth, Texas 76102. Pursuant to
Instruction C to Schedule 13D of the Act, information with respect to its
Trustee, WRC, is set forth above.
LCHT
LCHT is a trust existing under the laws of the State of Texas. The address
of LCHT is 201 Main Street, Suite 2600, Fort Worth, Texas 76102. Pursuant to
Instruction C to Schedule 13D of the Act, information with respect to its
Trustee, WRC, is set forth above.
ARBS
ARBS is a testamentary trust existing under the laws of the State of Texas
with WPH as Trustee. The address of ARBS is 201 Main Street, Suite 2700, Fort
Worth, Texas 76102.
ARBL
ARBL is a testamentary trust existing under the laws of the State of Texas
with WPH as Trustee. The address of ARBL is 201 Main Street, Suite 2700, Fort
Worth, Texas 76102.
WRC
WRC's principal occupation or employment is serving as the Vice President
and Controller of BEPCO. WRC's business address is 201 Main Street, Suite 2600,
Fort Worth, Texas 76102.
HBST
HBST is a trust existing under the laws of the State of Texas with PCIC as
trustee. The address of HBST is 201 Main Street, Suite 2600, Fort Worth, Texas
76102. Pursuant to Instruction C to Schedule 13D of the Act, information with
respect to its Trustee, PCIC, is set forth below.
SBST
SBST is a trust existing under the laws of the State of Texas with PCIC as
trustee. The address of SBST is 201 Main Street, Suite 2600, Fort Worth, Texas
76102. Pursuant to Instruction C to Schedule 13D of the Act, information with
respect to its Trustee, PCIC, is set forth below.
PCIC
PCIC is a Texas corporation. PCIC is a private trust company that serves
as trustee of various trusts. The principal business address of PCIC, which
also serves as its principal office, is 201 Main Street, Suite 2600, Fort Worth,
Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act, the name,
business or residence address, and principal occupation or employment of each
director, executive officer and controlling person of PCIC are as follows:
Residence or Principal Occupation
Name Business or Employment
WPH 201 Main Street, Member of the
Suite 2400, law firm of Kelly,
Fort Worth, Texas Hart & Hallman, P.C.
WRC 201 Main Street, Vice President/
Suite 2600, Controller of
Fort Worth, Texas BEPCO
PCPC
PCPC is a Texas corporation. PCPC's principal business is the production
of oil and natural gas. The principal business address of PCPC, which also
serves as its principal office, is 201 Main Street, Suite 2600, Forth Worth,
Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act, the name,
business or residence address, and principal occupation or employment of each
director, executive officer and controlling person of PCPC are as follows:
Name Residence or Principal Occupation
Business Address or Employment
WPH See answer above. See answer above.
WRC See answer above. See answer above.
BMT
BMT is a revocable grantor trust established pursuant to the Texas Trust
Act. The principal business address of BMT, which also serves as its principal
office, is 201 Main Street, Suite 2700, Fort Worth, Texas 76102. Pursuant to
Instruction C to Schedule 13D of the Act, information with respect to PRB, one
of the Trustors and the sole Trustee of BMT, and NLB, the other Trustor of BMT,
is set forth below.
PRB
PRB's business address is 201 Main Street, Suite 2700, Fort Worth, Texas
76102, and his present principal occupation or employment at such address is
serving as President of Perry R. Bass, Inc. ("PRB, Inc.").
PRB, Inc. is a Texas corporation, the principal businesses of which are
ranching and the exploration for and production of hydrocarbons. The principal
business address of PRB, Inc., which also serves as its principal office, is 201
Main Street, Suite 2700, Fort Worth, Texas 76102.
NLB
NLB's residence address is 45 Westover Road, Fort Worth, Texas 76107, and
she is not presently employed. NLB is the other Trustor of BMT.
(d) None of the entities or persons identified in this Item 2 has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 has, during
the last five years, 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) All of the natural persons identified in this Item 2 are citizens of
the United States of America.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of the funds used or to be used by the Reporting
Persons to purchase shares of the Stock are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
SRBMT Trust Funds (2) $ 28,466,247.00
SRB Not Applicable Not Applicable
LMB Personal Funds (3) $ 18,389,926.00
WGCM Working Capital (1) $ 6,518,754.00
WRG Not Applicable Not Applicable
RFBT Trust Funds (2) $ 5,692,211.00
PRBT Trust Funds (2) $ 5,692,211.00
SSBT Trust Funds (2) $ 5,692,211.00
CFP Working Capital (1) $ 180,000.00
MKCT Not Applicable Not Applicable
WPH Personal Funds (3) $ 360,000.00
PS Personal Funds (3) $ 252,000.00
PAST Trust Funds (2) $ 27,000.00
LDST Trust Funds (2) $ 27,000.00
PDST Trust Funds (2) $ 27,000.00
ADST Trust Funds (2) $ 27,000.00
MSHT Trust Funds (2) $ 72,000.00
WPHT Trust Funds (2) $ 72,000.00
LCHT Trust Funds (2) $ 72,000.00
ARBS Trust Funds (2) $ 8,756,250.00
ARBL Trust Funds (2) $ 8,756,250.00
WRC Not Applicable Not Applicable
HBST Trust Funds (2) $ 6,713,798.00
SBST Trust Funds (2) $ 6,713,823.00
PCIC Not Applicable Not Applicable
PCPC Not Applicable Not Applicable
BMT Trust Funds (2) $ 259,686.00
PRB Not Applicable Not Applicable
NLB Not Applicable Not Applicable
(1) As used herein, the term "Working Capital" includes income from the
business operations of the entity plus sums borrowed from banks and brokerage
firm margin accounts to operate such business in general. None of the funds
reported herein as "Working Capital" were borrowed or otherwise obtained for the
specific purpose of acquiring, handling, trading or voting the Stock.
(2) As used herein, the term "Trust Funds" includes income from the
various investments of the trust plus sums borrowed from banks and brokerage
firm margin accounts for general purposes. None of the funds reported herein
as "Trust Funds" were borrowed or otherwise obtained for the specific purpose
of acquiring, handling, trading or voting the Stock.
(3) As used herein, the term "Personal Funds" may include sums borrowed
from banks and brokerage firm margin accounts, none of which were borrowed or
otherwise obtained for the specific purpose of acquiring, handling, trading or
voting the Stock.
Item 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired and continue to hold the shares of the Stock
reported herein for investment purposes. Depending on market conditions and
other factors that each of the Reporting Persons independently may deem material
to its investment decision, such Reporting Person may purchase additional shares
of the Stock in the open market or in private transactions. Depending on these
same factors, such Reporting Person independently may sell all or a portion of
the shares of the Stock that it now owns or hereafter may acquire on the open
market or in private transactions.
Except as set forth in this Item 4, the Reporting Persons have no
present plans or proposals that relate to or that would result in any of the
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the
Act.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)
SRBMT
The aggregate number of shares of the Stock that SRBMT owns
beneficially, pursuant to Rule 13d-3 of the Act, is 835,596, which constitutes
approximately 3.8% of the outstanding shares of the Stock.
SRB
Because of his positions as a trustee and the sole trustor of SRBMT and
by virtue of his power to revoke same, SRB may, pursuant to Rule 13d-3 of the
Act, be deemed to be the beneficial owner of 835,596 shares of the Stock, which
constitutes approximately 3.8% of the outstanding shares of the Stock.
LMB
Because of his positions as the sole trustee of each of RFBT, PRBT, and
SSBT and because of his direct ownership of 543,760 shares of the Stock, LMB
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
1,034,866 shares of the Stock, which constitutes approximately 4.7% of the
outstanding shares of the Stock.
WGCM
The aggregate number of shares of the Stock that WGCM owns beneficially,
pursuant to Rule 13d-3 of the Act, is 218,950, which constitutes approximately
1.0% of the outstanding shares of the Stock.
WRG
Because of his position as the sole general partner of WGCM, WRG may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
218,950 shares of the Stock, which constitutes approximately 1.0% of the
outstanding shares of the Stock.
RFBT
The aggregate number of shares of the Stock that RFBT owns beneficially,
pursuant to Rule 13d-3 of the Act, is 163,702, which constitutes approximately
0.7% of the outstanding shares of the Stock.
PRBT
The aggregate number of shares of the Stock that PRBT owns beneficially,
pursuant to Rule 13d-3 of the Act, is 163,702, which constitutes approximately
0.7% of the outstanding shares of the Stock.
SSBT
The aggregate number of shares of the Stock that SSBT owns beneficially,
pursuant to Rule 13d-3 of the Act, is 163,702, which constitutes approximately
0.7% of the outstanding shares of the Stock.
CFP
The aggregate number of shares of the Stock that CFP owns beneficially,
pursuant to Rule 13d-3 of the Act, is 5,000, which constitutes less than 0.1%
of the outstanding shares of the Stock.
MKCT
Because of its position as the sole general partner of CFP, MKCT may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 5,000
shares of the Stock, which constitutes less than 0.1% of the outstanding shares
of the Stock.
WPH
Because of his positions as the sole trustee of each of MKCT, PAST,
LDST, PDST, ADST, ARBS, and ARBL, and because of his direct ownership of 10,000
shares of the Stock, WPH may, pursuant to Rule 13d-3 of the Act, be deemed to
be the beneficial owner of 518,000 shares of the Stock, which constitutes
approximately 2.3% of the outstanding shares of the Stock.
PS
The aggregate number of shares of the Stock that PS owns beneficially,
pursuant to Rule 13d-3 of the Act, is 7,000, which constitutes less than 0.1%
of the outstanding shares of the Stock.
PAST
The aggregate number of shares of the Stock that PAST owns beneficially,
pursuant to Rule 13d-3 of the Act, is 750, which constitutes less than 0.1% of
the outstanding shares of the Stock.
LDST
The aggregate number of shares of the Stock that LDST owns beneficially,
pursuant to Rule 13d-3 of the Act, is 750, which constitutes less than 0.1% of
the outstanding shares of the Stock.
PDST
The aggregate number of shares of the Stock that PDST owns beneficially,
pursuant to Rule 13d-3 of the Act, is 750, which constitutes less than 0.1% of
the outstanding shares of the Stock.
ADST
The aggregate number of shares of the Stock that ADST owns beneficially,
pursuant to Rule 13d-3 of the Act, is 750, which constitutes less than 0.1% of
the outstanding shares of the Stock.
MSHT
The aggregate number of shares of the Stock that MSHT owns beneficially,
pursuant to Rule 13d-3 of the Act, is 2,000, which constitutes less than 0.1%
of the outstanding shares of the Stock.
WPHT
The aggregate number of shares of the Stock that WPHT owns beneficially,
pursuant to Rule 13d-3 of the Act, is 2,000, which constitutes less than 0.1%
of the outstanding shares of the Stock.
LCHT
The aggregate number of shares of the Stock that LCHT owns beneficially,
pursuant to Rule 13d-3 of the Act, is 2,000, which constitutes less than 0.1%
of the outstanding shares of the Stock.
ARBS
The aggregate number of shares of the Stock that ARBS owns beneficially,
pursuant to Rule 13d-3 of the Act, is 250,000, which constitutes 1.1% of the
outstanding shares of the Stock.
ARBL
The aggregate number of shares of the Stock that ARBL owns beneficially,
pursuant to Rule 13d-3 of the Act, is 250,000, which constitutes 1.1% of the
outstanding shares of the Stock.
WRC
Because of his positions as the sole trustee of each of MSHT, WPHT and
LCHT, WRC may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of 6,000 shares of the Stock, which constitutes less than 0.1% of the
outstanding shares of the Stock.
HBST
The aggregate number of shares of the stock that HBST owns beneficially,
pursuant to Rule 13d-3 of the Act, is 259,835 shares which constitutes
approximately 1.2% of the outstanding shares of the Stock.
SBST
The aggregate number of shares of the Stock that HBST owns beneficially,
pursuant to Rule 13d-3 of the Act, is 259,835 shares, which constitutes
approximately 1.2% of the outstanding shares of the stock.
PCIC
Because of its position as the Trustee of HBST and SBST, PCIC may,
pursuant to Rule 13d-3 be deemed to be the beneficial owner of 519,670 of the
Stock, which constitutes approximately 2.4% of the outstanding shares of the
Stock.
PCPC
Because of its position as the sole shareholder of PCIC, the Trustee of
HBST and SBST, PCPC may, pursuant to Rule 13d-3, be deemed to be the beneficial
owner of 519,670 shares of the Stock, which constitutes approximately 2.4% of
the outstanding shares of the Stock.
BMT
The aggregate number of shares of the Stock that BMT owns beneficially,
pursuant to Rule 13d-3 of the Act, is 18,684, which constitutes less than 0.1%
of the outstanding shares of the Stock.
PRB
Because of his positions as Trustee and as a Trustor of BMT, PRB may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
18,684 shares of the Stock, which constitutes less than 0.1% of the outstanding
shares of the Stock.
NLB
Because of her position as a Trustor of BMT, NLB may, pursuant to Rule
13d-3 of the Act, be deemed to be the beneficial owner of 18,684 shares of the
Stock, which constitutes less than 0.1% of the outstanding shares of the Stock.
To the best of the knowledge of each of the Reporting Persons, other
than as set forth above, none of the persons named in Item 2 herein is the
beneficial owner of any shares of the Stock.
(b)
SRBMT
Acting through one of its Trustees and its sole Trustor, SRBMT has the
sole power to vote or to direct the vote and to dispose or to direct the
disposition of 835,596 shares of the Stock.
SRB
Because of his position as a Trustee and the sole Trustor of SRBMT and
by virtue of his power to revoke same, SRB has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 835,596 shares
of the Stock.
LMB
Because of his positions as the sole trustee of each of RFBT, PRBT, and
SSBT, and because of his direct ownership of 543,760 shares of the Stock, LMB
has the sole power to vote or to direct the vote and to dispose or to direct the
disposition of 1,034,866 shares of the Stock.
WGCM
Acting through its sole general partner, WGCM has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 218,950
shares of the Stock.
WRG
Because of his position as the sole general partner of WGCM, WRG has the
sole power to vote or to direct the vote and to dispose or to direct the
disposition of 218,950 shares of the Stock.
RFBT
Acting through its sole trustee, RFBT has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 163,702 shares
of the Stock.
PRBT
Acting through its sole trustee, PRBT has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 163,702 shares
of the Stock.
SSBT
Acting through its sole trustee, SSBT has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 163,702 shares
of the Stock.
CFP
Acting through its sole general partner, CFP has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 5,000
shares of the Stock.
MKCT
Because of its position as the sole general partner of CFP, and acting
through its sole trustee, MKCT has the sole power to vote or to direct the vote
and to dispose or to direct the disposition of 5,000 shares of the Stock.
WPH
Because of his positions as the sole trustee of each of MKCT, PAST,
LDST, PDST, ADST, ARBS, and ARBL, and because of his direct ownership of 10,000
shares of the Stock, WPH has the sole power to vote or to direct the vote and
to dispose or to direct the disposition of 518,000 shares of the Stock.
PS
PS has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 7,000 shares of the Stock.
PAST
Acting through its sole trustee, PAST has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 750 shares of the
Stock.
LDST
Acting through its sole trustee, LDST has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 750 shares of the
Stock.
PDST
Acting through its sole trustee, PDST has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 750 shares of the
Stock.
ADST
Acting through its sole trustee, ADST has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 750 shares of the
Stock.
MSHT
Acting through its sole trustee, MSHT has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 2,000 shares of
the Stock.
WPHT
Acting through its sole trustee, WPHT has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 2,000 shares of
the Stock.
LCHT
Acting through its sole trustee, LCHT has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 2,000 shares of
the Stock.
ARBS
Through its Trustee, WPH, ARBS has the sole power (and no shared power)
to vote or to direct the vote and to dispose or to direct the disposition of
250,000 shares of the Stock.
ARBL
Through its Trustee, WPH, ARBL has the sole power (and no shared power)
to vote or to direct the vote and to dispose or to direct the dispostion of
250,000 shares of the Stock.
WRC
Because of his positions as the sole trustee of each of MSHT, WPHT and
LCHT, WRC has the sole power to vote or to direct the vote and to dispose or to
direct the disposition of 6,000 shares of the Stock.
HBST
Acting through its Trustee, HBST has the sole power to vote or to direct
the vote or to direct the disposition of 259,835 shares of the Stock.
SBST
Acting through its Trustee, SBST has the sole power to vote or to direct
the vote or to direct the disposition of 259,835 shares of the Stock.
PCIC
As the Trustee of HBST and SBST, PCIC has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 519,670 shares
of the Stock.
PCPC
As the sole shareholder of PCIC, the Trustee of HBST and SBST, PCPC has
the sole power to vote or to direct the vote and to dispose or to direct the
disposition of 519,670 shares of the Stock.
BMT
Acting through its Trustee, BMT has the sole power to vote or to direct
the vote and to dispose or to direct the disposition of 18,684 shares of the
Stock.
PRB
In his capacity as Trustee of BMT, PRB has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 18,684 shares of
the Stock.
NLB
NLB has no power to vote or to direct the vote or to dispose or to
direct the disposition of any shares of the Stock.
(c) During the past 60 days, each of the Reporting Persons named below
purchased shares of the Stock in transactions executed on the National
Association of Securities Dealers Automated Quotations System, as follows:
REPORTING DATE NO. OF SHARES PRICE PER
PERSON PURCHASED SHARE
LMB 08-06-97 109,000 $31.02
WGCM 08-06-97 25,000 $31.02
RFBT 08-06-97 25,000 $31.02
PRBT 08-06-97 25,000 $31.02
SSBT 08-06-97 25,000 $31.02
HBST 08-06-97 92,000 $31.02
SBST 08-06-97 92,000 $31.02
LMB 08-07-97 25,001 $31.00
RFBT 08-07-97 8,333 $31.00
PRBT 08-07-97 8,333 $31.00
SSBT 08-07-97 8,333 $31.00
HBST 08-07-97 25,000 $31.00
SBST 08-07-97 25,000 $31.00
LMB 08-08-97 18,750 $30.42
RFBT 08-08-97 6,250 $30.42
PRBT 08-08-97 6,250 $30.42
SSBT 08-08-97 6,250 $30.42
HBST 08-08-97 18,750 $30.42
SBST 08-08-97 18,750 $30.42
Except as set forth in this paragraph (c), to the best of the knowledge
of each of the Reporting Persons, none of the persons named in response to
paragraph (a) has effected any transactions in shares of the Stock during the
past 60 days.
(d) Each of the Reporting Persons affirms that no person other than
such Reporting Person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the shares of the
Stock owned by such Reporting Person.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Certain of the Reporting Persons are parties to a Registration Rights
Agreement (the "Registration Rights Agreement") between the Issuer and certain
of its shareholders (hereinafter, the "Holders"), dated April 10, 1996, a copy
of which is attached hereto as Exhibit 4.1, and the terms of which are
incorporated herein by reference as if fully set forth herein. Pursuant to such
Registration Rights Agreement, each of the Holders generally will have customary
"piggy back" registration rights, that is, they will each have the right to
cause their Restricted Shares (as defined in the Registration Rights Agreement)
included in any registration statement filed by the Issuer with respect to the
sale of securities by the Issuer or by any other stockholders of the Issuer.
Additionally, Holders owning at least 50% of the Restricted Shares generally
will have the right, on one occasion, to demand a "shelf" registration of their
Restricted Shares. The Issuer will bear and pay all fees, costs and expenses
incident to such registration statement.
Except as set forth herein or in the Exhibits filed or to be filed
herewith, there are no contracts, arrangements, understandings or relationships
with respect to the shares of the Stock owned by the Reporting Persons.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 4.1 -- Registration Rights Agreement dated April 10, 1996,
between Human Genome Sciences, Inc. and the Holders (as set forth on the
signature pages thereto).
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii).
<PAGE>
<PAGE>
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: August 8, 1997
COTHAM FAMILY PARTNERS, L.P.
By: Matthew Kingston Cotham 1996
Trust, General Partner
By: /s/ William P. Hallman, Jr.
William P. Hallman, Jr.,
Sole Trustee
/s/ William P. Hallman, Jr.
William P. Hallman, Jr.,
Individually and as Sole Trustee
of each of the Matthew Kingston
Cotham 1996 Trust, P. Andrew Sterling
1990 Trust, Lisa D. Sterling 1990
Trust, the Philip D. Sterling 1990
Trust A, the Alexandra D. Sterling
1990 Trust A, the Annie R. Bass
Grandson's Trust for Sid R. Bass,
and the Annie R. Bass Grandson's
Trust for Lee M. Bass
Attorney-in-Fact for:
LEE M. BASS (1)
Individually and as Sole Trustee of
each of the Ramona Frates Bass
1993 A Trust, the Perry R. Bass, II
1993 A Trust and the Sophie Seeligson
Bass 1993 A Trust
/s/ W. R. Cotham
W. R. Cotham,
Individually and as Sole Trustee of
each of the Mary Susanna Hallman
1992 Trust, the William P. Hallman,
III 1992 Trust and the Lee Caroline
Hallman 1992 Trust
Attorney-in-Fact for:
SID R. BASS MANAGEMENT TRUST (2)
SID R. BASS (3)
THE BASS MANAGEMENT TRUST (4)
PERRY R. BASS (5)
NANCY L. BASS (6)
WESLEY RICHARD GUYLAY(7)
WESLEY GUYLAY CAPITAL MANAGEMENT, L.P. (8)
PETER STERLING (9)
PANTHER CITY INVESTMENT COMPANY
By: /s/ W. R. Cotham
W.R. Cotham, President
PANTHER CITY PRODUCTION COMPANY
By:/s/ W. R. Cotham
W.R. Cotham, President
PANTHER CITY INVESTMENT COMPANY
in its capacity as Trustee for
HYATT ANNE BASS SUCCESSOR TRUST
SAMANTHA SIMS BASS SUCCESSOR TRUST
By: /s/ W. R. Cotham
W.R. Cotham, President
/s/ W. R. Cotham
W. R. Cotham
(1) A Power of Attorney authorizing William P. Hallman, Jr. to act on
behalf of Lee M. Bass previously has been filed with the Securities and
Exchange Commission.
(2) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Sid R. Bass Management Trust previously has been filed with the
Securities and Exchange Commission.
(3) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Sid R. Bass previously has been filed with the Securities and
Exchange Commission.
(4) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of The Bass Management Trust previously has been filed with the
Securities and Exchange Commission.
(5) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Perry R. Bass previously has been filed with the Securities and
Exchange Commission.
(6) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Nancy L. Bass previously has been filed with the Securities and
Exchange Commission.
(7) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Wesley Richard Guylay previously has been filed with the Securities
and Exchange Commission.
(8) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Wesley Guylay Capital Management, L.P. previously has been filed
with the Securities and Exchange Commission.
(9) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
Peter Sterling previousy has been filed with the Securities and Exchange
Commission.
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
4.1 Registration Rights Agreement dated April 10, 1996, by and 52
between Human Genome Sciences, Inc. and the Holders (as
set forth on the signature pages thereto).
99.1 Agreement and Power of Attorney pursuant to Rule 66
13d-1(f)(1)(iii), filed herewith
<PAGE>
<PAGE>
REGISTRATION RIGHTS AGREEMENT
AGREEMENT made and entered into this 10th day of April, 1996, between
Human Genome Sciences, Inc., a Delaware corporation (the "Company"), and the
parties set forth on the signature pages hereto ("Holders").
WITNESSETH:
WHEREAS, Holders are purchasing 2,000,000 shares of Common Stock of the
Company from two stockholders of the Company (excluding shares of Common Stock
which are freely transferrable by Holders pursuant to Rule 144 (k), the
"Restricted Shares");
WHEREAS, such stockholders have demand and piggyback registration rights
with respect to the Restricted Shares;
WHEREAS, Holders have agreed to a six-month lock-up with respect to the
Restricted Shares; and
WHEREAS, the Company has determined that it is in its best interests to
grant to Holders registration rights on the terms set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, and of other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, each of the Company
and Holders, intending to be legally bound, hereby agrees as follows:
1. REGISTRATION RIGHTS.
1.1 Required Registration. If, on or after the six month
anniversary of the date hereof, the Company shall be requested by Holders owning
at least 50% of the Restricted Shares to effect the registration under the
Securities Act of 1933, as amended (the "Securities Act") of Restricted Shares,
then the Company shall promptly give written notice of such request for
registration to all other Holders and use its best efforts to effect the
registration under the Securities Act of the Restricted Shares that the company
has been requested to register for disposition as described in the request of
the Holders, and all other Restricted Shares which other Holders have requested
to be registered by written notice given within 15 days of the Company's notice;
provided, however, that the Company shall not be obligated to effect any
registration under the Securities Act except in accordance with the following
provisions:
(a) The Company shall not be obligated to file and cause
to become effective more than one registration statement in which Restricted
Shares are registered under the Securities Act pursuant to this Section 1.1.
(b) Notwithstanding the foregoing, the Company may include
in each such registration requested pursuant to this Section 1.1 any authorized
but unissued shares of Common Stock (or authorized treasury shares) for sale by
the Company or any issued and outstanding shares of Common Stock for sale by
others.
(c) The Company shall have the right to postpone the filing
of a Registration Statement or the distribution pursuant thereto for a
reasonable period or periods not to exceed ninety (90) days in the aggregate if
the Board of Directors of the company has determined, in its good faith
judgment, that it would materially interfere with any financing, acquisition,
corporate reorganization or other material transaction involving the Company,
or would require premature disclosure of any material non-public information.
(d) The Company shall not be obligated to effect an
underwritten public offering pursuant to this Section 1.1.
1.2 Piggyback Registration.
(a) Each time that the Company proposes for any reason to
register any of its securities under the Securities Act, other than pursuant to
a registration statement on Form S-4 or Form S-8 or similar or successor forms
(collectively, "Excluded Form") the Company shall promptly give written notice
of such proposed registration to the Holders, which will offer such Holders the
right to request inclusion of any Restricted Shares in the proposed
registration.
(b) The Holders shall have 30 days from the receipt of such
notice to deliver to the Company a written request specifying the number of
Restricted shares such Holders intends to sell and the Holders' intended method
of disposition.
(c) In the event that the proposed registration by the
Company is, in whole or in part, an underwritten public offering of securities
of the Company, any request under Section 1.2(b) may specify that the Restricted
Shares be included in the underwriting on the same terms and conditions as the
shares of Common Stock, if any, otherwise being sold through underwriters under
such registration.
(d) Upon receipt of a written request pursuant to Section
1.22(b), the Company shall promptly use its best efforts to cause all such
Restricted Shares to be registered under the Securities Act, to the extent
required to permit sale or disposition as set forth in the written request.
(e) Notwithstanding the foregoing, if the managing
underwriter of any such proposed registration determines and advises in writing
that the inclusion of all Restricted Shares proposed to be included in the
underwritten public offering by the Holders, together with any other issued and
outstanding shares of Common Stock proposed to be included therein by holders
other than Holders (such other shares hereinafter collectively referred to as
the "Other Shares"), would interfere with the successful marketing of the
Company's securities, then the total number of such securities proposed to be
included in such underwritten public offering by the Holders and holders of the
Other Shares shall be excluded from such registration statement to the extent
necessary in the judgment of such managing underwriter, on a pro rata basis,
based upon the number of securities sought to be registered by each such Holder
of Restricted Shares and Other Shares.
1.3 Preparation and Filing. If and whenever the Company is under
an obligation pursuant to the provision of this Section 1 to use its best
efforts to effect the registration of any Restricted Shares, the Company shall,
as expeditiously as practicable:
(a) With respect to a registration statement filed pursuant
to Section 1.1, prepare and file with the Commission a registration statement
on Form S-3 to the extent such form is then available, or on such other form as
shall then be available with respect to such securities and use its best efforts
to cause such registration statement to become and remain effective in
accordance with Section 1.1(b) hereof;
(b) With respect to a registration statement filed pursuant
to Section 1.1, prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement effective
until the earlier of (i) the sale of all Restricted Shares covered thereby or
(ii) nine months (exclusive of any period during which the distribution is
postponed pursuant to Section 1.1(c)), and to comply with the provisions of the
Securities Act with respect to the sale or other disposition of all Restricted
Shares covered by such registration statement;
(c) furnish to each Holder whose Restricted Shares are
being registered pursuant to this Section 1 such number of copies of any summary
prospectus or other prospectus, including a preliminary prospectus, in
conformity with the requirements of the Securities Act, and such other documents
as such Holder may reasonable request in order to facilitate the public sale or
other disposition of such Restricted Shares;
(d) use its best efforts to register or qualify the
Restricted Shares covered by such registration statement under the securities
or blue sky laws of such jurisdiction as each Holder whose Restricted Shares are
being registered pursuant to this Section 1 shall reasonably request and do any
and all other acts or things which may be necessary or advisable to enable such
Holder to consummate the public sale or other disposition in such jurisdictions
of such Restricted Shares; provided, however, that the Company shall not be
required to consent to general service of process for all purposes in any
jurisdiction where it is not then subject to process, qualify to do business as
a foreign corporation where it would not be otherwise required to qualify or
submit to liability for state or local taxes where it is not otherwise liable
for such taxes;
(e) at any time when a prospectus relating thereto covered
by such registration statement is required to be delivered under the Securities
Act within the appropriate period mentioned in Section 1.1(b) hereof, notify the
Holders of the happening of any event as a result of which the prospectus
included in such registration statement, as then in effect, includes an untrue
statement of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in the
light of the circumstances then existing and, at the request of such Holder,
prepare, file and furnish to such Holder a reasonable number of copies of a
supplement to or an amendment of such prospectus as may be necessary so that,
as thereafter delivered to the purchasers of such shares, such prospectus shall
not include an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading in the light of the circumstances then existing;
(f) if the Company has delivered preliminary or final
prospectuses to the Holders and after having done so the prospectus is amended
to comply with the requirements of the Securities Act, the Company shall
promptly notify the Holders and, if requested, the Holders shall immediately
cease making offers of Restricted Shares and return all prospectuses to the
Company. The Company shall promptly provide the Holders with revised
prospectuses and, following receipt of the revised prospectuses, the Holders
shall be free to resume making offers of the Restricted Shares.
1.4 Expenses. The Company shall pay all expenses incurred by the
Company in complying with this Section 1, including, without limitation, all
registration and filing fees (including all expenses incident to filing with the
National Association of Securities Dealers, Inc. and any stock exchange), fees
and expenses of complying with the securities and blue sky laws of all such
jurisdictions in which the Restricted Shares are proposed to be offered and
sold, printing expenses and fees and disbursements of the Company's counsel;
provided, however, that all underwriting discounts and selling commissions
applicable to the Restricted Shares covered by registrations effected pursuant
to Section 1.2 hereof shall be borne by the seller or sellers thereof, in
proportion to the number of Restricted Shares sold by each such seller or
sellers.
1.5 Indemnification.
(a) In the event of any registration of any Restricted
Shares under the Securities Act pursuant to this Section 1 or registration or
qualification of any Restricted Shares pursuant to Section 1.3(d) hereof, the
Company shall indemnify and hold harmless the seller of such shares, each
underwriter of such shares, if any, each broker or any other person acting on
behalf of such seller and each other person, if any, who controls any of the
foregoing persons, within the meaning of the Securities Act, against any losses,
claims, damages or liabilities, joint or several, to which any of the foregoing
persons may become subject under the Securities Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon an untrue statement or alleged untrue statement
of a material fact contained in any registration statement under which such
Restricted Shares were registered under the Securities Act, any preliminary
prospectus or final prospectus contained therein, or any amendment or supplement
thereto, or any document incident to registration or qualification of any
Restricted Shares pursuant to Section 1.3(d) hereof, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading or, with resect to any prospectus, necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading, or any violation by the Company of the Securities Act or any state
securities or blue sky laws applicable to the Company and relating to action or
inaction required of the Company in connection with such registration or
qualification under the Securities Act or such state securities or blue sky
laws. The Company shall reimburse on demand such seller, underwriter, broker
or other person acting on behalf of such seller and each such controlling person
for any legal or any other expenses reasonably incurred by any of them in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company shall not be liable in
any such case to the extent that any such loss, claim damage or liability arises
out of or is based upon an untrue statement or alleged untrue statement or
omission or alleged omission made in said registration statement, preliminary
or final prospectus or amendment or supplement thereto or any document incident
to registration or qualification of any Restricted Shares pursuant to Section
1.3(d) hereof, in reliance upon and in conformity with written information
furnished to the company by such seller, underwriter, broker, other person or
controlling person specifically for use in the preparation thereof.
(b) Before Restricted Shares held by any prospective seller
shall be included in any registration pursuant to this Section 1, such
prospective seller and any underwriter acting on its behalf shall have agreed
to indemnify and hold harmless (in the same manner and to the same extent as set
forth in paragraph (a)) the Company, each director of the Company, each officer
of the Company who signs such registration statement and any person who controls
the Company within the meaning of the Securities Act, with respect to any untrue
statement or omission from such registration statement, any preliminary
prospectus or final prospectus contained therein, or any amendment or supplement
thereto, if such untrue statement or omission was made in reliance upon and in
conformity with written information furnished to the Company through an
instrument duly executed by such seller or such underwriter specifically for use
in the preparation of such registration statement, preliminary prospectus, final
prospectus or amendment or supplement; provided, however, that the maximum
amount of liability in respect of such indemnification shall be limited, in the
case of each prospective seller, to an amount equal to the net proceeds actually
received by such prospective seller from the sale of Restricted Shares effected
pursuant to such registration.
(c) Promptly after receipt by an indemnified party of
notice of the commencement of any action involving a claim referred to in
Section 1.5(a) or (b) hereof, such indemnified party will, if a claim in respect
thereof is to made against the indemnifying party under this Section 1.5, give
written notice to the latter of the commencement of such action. In case any
such action is brought against an indemnified party, the indemnifying party will
be entitled to participate in and to assume the defense thereof, jointly with
any other indemnifying party of its election to assume the defense thereof,
jointly with any other indemnifying party similarly notified to the extent that
it may wish, with counsel reasonably satisfactory to such indemnified party,
and, after notice to such indemnified party from the indemnifying party of its
election to assume the defense thereof, the indemnifying party shall be
responsible for any legal or other expenses subsequently incurred by the
indemnifying party in connection with the defense thereof; provided, however,
that, if any indemnified party shall have reasonably concluded that there may
be one or more legal defenses available to such indemnified party which are
different from or additional to those available to the indemnifying party, or
that such claim or litigation involves or could have an effect upon matters
beyond the scope of the indemnity agreement provided in this Section 1.5, the
indemnifying party shall not have the right to assume the defense of such action
on behalf of such indemnified party, and such indemnifying party shall reimburse
such indemnified party and any person controlling such indemnified party for the
fees and expenses of counsel retained by the indemnified party which are
reasonably related to the matters covered by the indemnity agreement provided
in this Section 1.5 (provided, however, that the Company shall not be obligated
to reimburse the indemnified parties and persons who control the indemnified
parties for the fees and expenses of more than one separate law firm exclusive
of local counsel). Neither the indemnifying party nor the indemnified party
shall make any settlement of any claims indemnified against hereunder without
the written consent of the other party or parties, which consent shall not be
unreasonably withheld.
(d) In order to provide for just and equitable contribution
to joint liability under the Securities Act in any case in which either (i) the
Holders, or any controlling person of the Holders, makes a claim for
indemnification pursuant to this Section 1.5, but it is judicially determined
(by the entry of a final judgment or decree by a court of competent jurisdiction
and the expiration of time to appeal or the denial of the last right of appeal)
that such indemnification may not be enforced in such case notwithstanding the
fact that this Section 1.5 provides for indemnification in such case, or (ii)
contribution under the Securities Act may be required on the part of the Holder
or any such controlling person in circumstances for which indemnification is
provided under this Section 1.5; then, in each such case, the Company and the
Holders will contribute to the aggregate losses, claims, damages or liabilities
to which they may be subject as is appropriate to reflect the relative fault of
the Company and the Holders in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities, it being understood
that the parties acknowledge that the overriding equitable consideration to be
given effect in connection with this provision is the ability of one party or
the other to correct the statement or omission which resulted in such losses,
claims, damages or liabilities, and it would not be just and equitable if
contribution pursuant hereto were to be determined by pro rata allocation or by
any other method of allocation which does not take into consideration the
foregoing equitable considerations. Notwithstanding the foregoing, (i) the
Holders will not be required to contribute any amount in excess of the proceeds
to it of all Restricted Shares sold by it pursuant to such registration
statement, and (ii) no person or entity guilty of fraudulent misrepresentation,
within the meaning of Section 11(f) of the Securities Act, shall be entitled to
contribution from any person or entity who is not guilty of such fraudulent
misrepresentation.
(e) Notwithstanding any of the foregoing, if, in connection
with an underwritten public offering of any Restricted Shares, the Company, the
Holders and the underwriters enter into an underwriting or purchase agreement
relating to such offering which contains provision covering indemnification
among the parties, then the indemnification provision of this Section 1.5 shall
be deemed inoperative for purposes of such offering.
2. LOCK-UP.
Each of the Holders hereby agrees not to directly or indirectly,
offer for sale, sell or otherwise dispose of (or enter into any short sale,
option or other transaction or device which is designed to, or could be expected
to, result in the disposition at any time in future of) the Restricted Shares
(including, without limitation, Restricted Shares that may be deemed to be
beneficially owned by the undersigned in accordance with the rules and
regulations of the Commission), for a period of 180 days after the date of this
Agreement.
3. NOTICES.
Any notices or other communications required or permitted
hereunder, shall be sufficiently given if in writing (including by telecopy) and
personally delivered or sent by registered or certified mail, postage prepaid,
return receipt requested, or transmitted by telecopy, with confirmation of
receipt, addressed as follows or to such other address as the parties shall have
given notice of pursuant hereto:
In the case of Holders:
the address set forth on Exhibit A for such Holder
with a copy to:
Kelly, Hart & Hallman, P.C.
2500 Texas Commerce Bank Tower
201 Main Street
Fort Worth, Texas 76102
Attention: Thomas W. Briggs
Telephone: 817-332-2500
Telecopier: 817-878-9280
In the case of the Company:
Human Genome Sciences, Inc.
9410 Key West Avenue
Rockville, MD 20850
Attention: Melvin Booth
Telephone: 301-309-8504
Telecopier: 301-309-8512
with a copy to:
Bachner, Tally, Polevoy & Misher LLP
380 Madison Avenue
New York, New York 10017
Attention: Steven A. Fishman, Esq.
Telephone: 212-503-2051
Telecopier: 212-682-5729
4. ENTIRE AGREEMENT.
This Agreement represents the entire agreement and understanding
among the parties hereto with respect to the subject matter hereof and
supersedes any and all prior oral and written agreements, arrangements and
understandings among the parties hereto with respect to such subject matter; and
can be amended, supplemented or changed, and any provision hereof can be waived,
only by a written instrument exceeded by the party to be bound.
5. SUCCESSORS AND ASSIGNS.
This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors. The rights hereunder may
not be assigned by the Holders without the written consent of the Company.
6. PARAGRAPH HEADINGS.
The paragraph headings contained in this Agreement are for general
reference purposes only and shall not affect in any manner the meaning,
interpretation or construction of the terms or other provisions of this
Agreement.
7. APPLICABLE LAW.
This Agreement shall be governed by, construed and enforced in
accordance with the laws of the State of Maryland, applicable to contracts to
be made, executed, delivered and performed wholly within such state and, in any
case, without regard to the conflicts of law principles of such state.
8. SEVERABILITY.
If at any time subsequent to the date hereof, any provision of this
Agreement shall be held by any court of competent jurisdiction to be illegal,
void or unenforceable, such provision shall be of no force and effect, but the
illegality or unenforceability of such provision shall have no effect upon and
shall not impair the enforceability of any other provision of this Agreement.
9. NO WAIVER.
The failure of any party at any time or times to require
performance of any provision hereof shall not affect the right at a later time
to enforce the same. No waiver by any party of any condition, and no breach of
any provision, term, covenant, representation or warranty contained in this
Agreement, whether by conduct or otherwise, in any one or more instances, shall
be deemed to be construed as a further or continuing waiver of any such
condition or of the breach of any other provision, term, covenant,
representation or warranty of this Agreement.
10. COUNTERPARTS.
This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
but one and the same original instrument.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered by their respective officers thereunto duly authorized
as of the date first above written.
HUMAN GENOME SCIENCES, INC.
By: /s/ Melvin D. Booth
Melvin D. Booth
President and Chief Operating Officer
SID R. BASS MANAGEMENT TRUST
By: /s/ Sid R. Bass
Sid R. Bass, Trustee
By: /s/ Lee M. Bass
Lee M. Bass, Trustee
RUST FAMILY INVESTMENT FUND, L.P.
By: /s/ Jane B. Eisner
Jane B. Eisner, General Partner
WESLEY GUYLAY CAPITAL MANAGEMENT
By: /s/ Wesley Richard Guylay
Wesley Richard Guylay,
General Partner
RAMONA FRATES BASS 1993 A TRUST
By: /s/ Lee M. Bass
Lee M. Bass, Trustee
PERRY R. BASS, II 1993 A TRUST
By: /s/ Lee M. Bass
Lee M. Bass, Trustee
SOPHIE SEELIGSON BASS 1993 A TRUST
By: /s/ Lee M. Bass
Lee M. Bass, Trustee
CDC PARTNERS
By: /s/ Dee J. Kelly, Jr.
Dee J. Kelly, Jr., General Partner
DEE J. KELLY TRUST NO. 2
By: /s/ Paul Rowntree
Paul Rowntree, Trustee
By: /s/ Dee J. Kelly
Dee J. Kelly
By: /s/ Peter Sterling
Peter Sterling
COTHAM FAMILY PARTNERS, L.P.
By: Matthew Kingston Cotham 1996, Trust,
General Partner
By: /s/ William P. Hallman, Jr.
William P. Hallman, Jr., Trustee
ANDREW P. STERLING 1990 TRUST
By: /s/ William P. Hallman, Jr.
William P. Hallman, Jr., Trustee
LISA D. STERLING 1990 TRUST
By: /s/ William P. Hallman, Jr.
William P. Hallman, Jr., Trustee
PHILIP D. STERLING 1990 TRUST
By: /s/ William P. Hallman, Jr.
William P. Hallman, Jr., Trustee
ALEXANDRA D. STERLING 1990 TRUST
By: /s/ William P. Hallman, Jr.
William P. Hallman, Jr., Trustee
MARY SUSANNA HALLMAN 1992 TRUST
By: /s/ W.R. Cotham
W. R. Cotham, Trustee
WILLIAM P. HALLMAN, III 1992 TRUST
By: /s/ W. R. Cotham
W. R. Cotham, Trustee
LEE CAROLINE HALLMAN 1992 TRUST
By: /s/ W. R. Cotham
W. R. Cotham, Trustee
<PAGE>
EXHIBIT A
(a) If to the Holders, to:
Sid R. Bass Management Trust
3200 Texas Commerce Tower
201 Main Street
Fort Worth, Texas 76102
Attention: Sid R. Bass
Lee M. Bass
3200 Texas Commerce Tower
201 Main Street
Fort Worth, Texas 76102
Rust Family Investment Fund, L.P.
c/o Irwin E. Russell
433 North Camden Drive, Suite 1200
Beverly Hills, California 90210
Wesley Guylay Capital Management
30 Rockefeller Plaza, Suite 4535
New York, New York 10112
Attention: Wesley Richard Guylay
Ramona Frates Bass 1993 A Trust
3200 Texas Commerce Tower
201 Main Street
Fort Worth, Texas 76102
Attention: Lee M. Bass
Perry R. Bass, II 1993 A Trust
3200 Texas Commerce Tower
201 Main Street
Fort Worth, Texas 76102
Attention: Lee M. Bass
Sophie Seeligson Bass 1993 A Trust
3200 Texas Commerce Tower
201 Main Street
Fort Worth, Texas 76102
Attention: Lee M. Bass
Dee J. Kelly
2500 Texas Commerce Tower
201 Main Street
Fort Worth, Texas 76102
CDC Partners
2500 Texas Commerce Tower
201 Main Street
Fort Worth, Texas 76102
Attention: Dee J. Kelly, Jr.
Dee J. Kelly Trust No. 2
8701 Bedford-Euless Road
Hurst, Texas 76053
Attention: Paul Rowntree
Cotham Family Partners, L.P.
2600 Texas Commerce Tower
201 Main Street
Fort Worth, Texas 76102
Attention: William P. Hallman, Jr.
Peter Sterling
3200 Texas Commerce Tower
201 Main Street
Fort Worth, Texas 76102
Andrew P. Sterling 1990 Trust
3200 Texas Commerce Tower
201 Main Street
Fort Worth, Texas 76102
Attention: William P. Hallman, Jr.
Lisa D. Sterling 1990 Trust
3200 Texas Commerce Tower
201 Main Street
Fort Worth, Texas 76102
Attention: William P. Hallman, Jr.
Philip D. Sterling 1990 Trust
3200 Texas Commerce Tower
201 Main Street
Fort Worth, Texas 76102
Attention: William P. Hallman, Jr.
Alexandra D. Sterling 1990 Trust
3200 Texas Commerce Tower
201 Main Street
Fort Worth, Texas 76102
Attention: William P. Hallman, Jr.
William P. Hallman, Jr.
3200 Texas Commerce Tower
201 Main Street
Fort Worth, Texas 76102
Mary Susanna Hallman 1992 Trust
2600 Texas Commerce Tower
201 Main Street
Fort Worth, Texas 76102
Attention: W.R. Cotham
William P. Hallman, III 1992 Trust
2600 Texas Commerce Tower
201 Main Street
Fort Worth, Texas 76102
Attention: W.R. Cotham
Lee Caroline Hallman 1992 Trust
2600 Texas Commerce Tower
201 Main Street
Fort Worth, Texas 76102
Attention: W.R. Cotham
with a copy to:
Kelly, Hart & Hallman, P.C.
2500 Texas Commerce Bank Tower
201 Main Street
Fort Worth, Texas 76102
Attention: Thomas W. Briggs
<PAGE>
<PAGE>
Exhibit 99.1
1. Joint Filing. Pursuant to Rule 13d-1(f)(1)(iii) of Regulation
13D-G of the General Rules and Regulations of the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended, the
undersigned agrees that the statement to which this Exhibit is attached is filed
on behalf of each of them in the capacities set forth below.
2. Power of Attorney. Know all persons by these presents that the
each person whose signature appears below constitutes and appoints W. Robert
Cotham, Mark L. Hart, Jr. and William P. Hallman, Jr., and each of them, as his
true and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for such person and in such person's name, place and stead, in
any and all capacities, to sign any and all amendments to the Schedule 13D, and
any reports filed pursuant to Section 16 of the Securities Exchange Act of 1934,
filed on behalf of each of them with respect to their beneficial ownership of
Xtra Corporation and to file the same, with all exhibits thereto and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as such person might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or such
person or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
COTHAM FAMILY PARTNERS, L.P.
By: Matthew Kingston Cotham 1996
Trust, General Partner
By: /s/ William P. Hallman, Jr.
William P. Hallman, Jr.,
Sole Trustee
/s/ William P. Hallman, Jr.
William P. Hallman, Jr.,
Individually and as Sole Trustee
of each of the Matthew Kingston
Cotham 1996 Trust, P. Andrew Sterling
1990 Trust, Lisa D. Sterling 1990
Trust, the Philip D. Sterling 1990
Trust A, the Alexandra D. Sterling
1990 Trust A, the Annie R. Bass
Grandson's Trust for Sid R. Bass,
and the Annie R. Bass Grandson's
Trust for Lee M. Bass
Attorney-in-Fact for:
LEE M. BASS (1)
Individually and as Sole Trustee of
each of the Ramona Frates Bass
1993 A Trust, the Perry R. Bass, II
1993 A Trust and the Sophie Seeligson
Bass 1993 A Trust
/s/ W. R. Cotham
W. R. Cotham,
Individually and as Sole Trustee of
each of the Mary Susanna Hallman
1992 Trust, the William P. Hallman,
III 1992 Trust and the Lee Caroline
Hallman 1992 Trust
Attorney-in-Fact for:
SID R. BASS MANAGEMENT TRUST (2)
SID R. BASS (3)
THE BASS MANAGEMENT TRUST (4)
PERRY R. BASS (5)
NANCY L. BASS (6)
WESLEY RICHARD GUYLAY(7)
WESLEY GUYLAY CAPITAL MANAGEMENT, L.P. (8)
PETER STERLING (9)
PANTHER CITY INVESTMENT COMPANY
By: /s/ W. R. Cotham
W.R. Cotham, President
PANTHER CITY PRODUCTION COMPANY
By:/s/ W. R. Cotham
W.R. Cotham, President
PANTHER CITY INVESTMENT COMPANY
in its capacity as Trustee for
HYATT ANNE BASS SUCCESSOR TRUST
SAMANTHA SIMS BASS SUCCESSOR TRUST
By: /s/ W. R. Cotham
W.R. Cotham, President
/s/ W. R. Cotham
W. R. Cotham
(1) A Power of Attorney authorizing William P. Hallman, Jr. to act on
behalf of Lee M. Bass previously has been filed with the Securities and
Exchange Commission.
(2) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Sid R. Bass Management Trust previously has been filed with the
Securities and Exchange Commission.
(3) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Sid R. Bass previously has been filed with the Securities and
Exchange Commission.
(4) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of The Bass Management Trust previously has been filed with the
Securities and Exchange Commission.
(5) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Perry R. Bass previously has been filed with the Securities and
Exchange Commission.
(6) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Nancy L. Bass previously has been filed with the Securities and
Exchange Commission.
(7) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Wesley Richard Guylay previously has been filed with the Securities
and Exchange Commission.
(8) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Wesley Guylay Capital Management, L.P. previously has been filed
with the Securities and Exchange Commission.
(9) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Peter Sterling previously has been filed with the Securities and
Exchange Commission.
