SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT #3
SCHEDULE 13G
Under the Securities Exchange Act of 1934
HUMAN GENOME SCIENCES, INC.
------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 Par Value
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(Title of Class of Securities)
444903108
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(CUSIP NUMBER)
Rho Management Partners L.P.
124 Dune Road
Quogue, New York 11959
Telephone Number (516) 653-9086
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
- with copies to -
Stephen Rosenberg, Esq.
Newman Tannenbaum Helpern Syracuse & Hirschtritt LLP
900 Third Avenue - 13th Floor
New York, New York 10022
(212) 508-6700
December 31, 1998
----------------------------
(Date of event which requires
filing of this statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1-(b)
|X| Rule 13d-1-(c)
|_| Rule 13d-1-(d)
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
Page 1 of 8 Pages
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CUSIP No. 444903108
1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
Rho Management Partners L.P.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
a.
b.
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware, USA
Number of Shares 5. Sole Voting Power 905,732 Shares
Beneficially
Owned by 6. Shared Voting Power 0
Each
Reporting 7. Sole Dispositive Power 905,732 Shares
Person
With 8. Shared Dispositive Power 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person 905,732 Shares
10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11.Percent of Class Represented by Amount in Row 9 4.04% of Common Stock
12.Type of Reporting Person (See Instructions) PN
Page 2 of 8 Pages
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CUSIP No. 444903108
1.Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
Rho Management Trust III
2.Check the Appropriate Box if a Member of a Group (See Instructions)
a.
b.
3. SEC Use Only
4. Citizenship or Place of Organization: New York, USA
Number of Shares 5. Sole Voting Power 0
Beneficially
Owned by 6. Shared Voting Power 894,430 Shares
Each
Reporting 7. Sole Dispositive Power 0
Person
With 8. Shared Dispositive Power 894,430 Shares
9. Aggregate Amount Beneficially Owned by Each Reporting Person 894,430 Shares
10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row 9 3.99% of Common Stock
12. Type of Reporting Person (See Instructions) OO
Page 3 of 8 Pages
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CUSIP No. 444903108
1.Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
Joshua Ruch
2.Check the Appropriate Box if a Member of a Group (See Instructions)
a.
b.
3. SEC Use Only
4. Citizenship or Place of Organization: Republic of South Africa
Number of Shares 5. Sole Voting Power 184,404 Shares
Beneficially
Owned by 6. Shared Voting Power 901,636 Shares
Each
Reporting 7. Sole Dispositive Power 184,404 Shares
Person
With 8. Shared Dispositive Power 901,636 Shares
9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,086,040 Shares
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row 9 4.84% of Common Stock
12. Type of Reporting Person (See Instructions) IN
Page 4 of 8 Pages
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CUSIP No. 444903108
Item 1(a) Name of Issuer:
Human Genome Sciences, Inc.
Item 1(b) Address of Issuer:
Human Genome Sciences, Inc.
9410 Key West Avenue
Rockville, MD 20850
Item 2 Identity of Persons Filing:
(a) This Amendment is being filed by Rho Management Partners
L.P. ("Rho"), a Delaware limited partnership, Rho Management Trust III, a New
York grantor trust (the "Trust"), and Joshua Ruch. Rho is investment advisor to
the Trust. Joshua Ruch is the controlling stockholder of Atlas Capital Corp., a
Delaware corporation, which is sole general partner of Rho, and is Chairman, CEO
and controlling stockholder of Rho Management Company, Inc., a New York
corporation, to which certain advisory duties concerning the shares are
delegated by Rho.
(b) - (c) Rho is a Delaware limited partnership, with its
address at 124 Dune Road, Quogue, New York 11959. The Trust is a New York
grantor trust, with its address at Rho Management Company, Inc., 767 Fifth
Avenue, New York, New York 10153, and the trustee of the Trust is William F.
Indoe, Esq., whose address is Sullivan & Cromwell, 125 Broad Street, New York,
New York 10004. Mr. Ruch is a citizen of the Republic of South Africa, with his
address at Rho Management Company, Inc., 767 Fifth Avenue, New York, New York
10153.
(d) Common Stock, $0.01 Par Value
(e) 444903108
Item 3 If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or
13d-2(c) promulgated under the Securities Exchange Act of 1934, check
whether the filing person is a:
Page 5 of 8 Pages
<PAGE>
CUSIP No. 444903108
a. |_| Investment Company registered under Section 8 of the Investment
Company Act,
b. |_| Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E),
c. |_| Employee Benefit Plan, or Endowment Fund in accordance with Rule
13d-1(b)(1)(ii)(F),
d. |_| Parent Holding Company or Control Person, in accordance with
Rule 13d-1(b)(ii)(G); (Note: see Item 7)
e. |_| A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
f. |_| A church plan that is excluded from the
definition of an investment company under section
3(c)(14) of the Investment Company Act of 1940;
g.,|_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this
statement is filed pursuant to ss.240.13d-1(c), check this box
|X|.
Item 4 Ownership:
(a) As of February 15, 1999, Rho beneficially owned 905,732 shares,
representing shares owned through the Trust and certain additional shares
registered in the name of Rho. As of such date, the Trust beneficially owned
894,430 shares, representing shares owned in its name. As at such date, Joshua
Ruch beneficially owned 1,086,040 shares, representing shares owned beneficially
by Rho and additional shares held directly, through family members or through
the JJR Foundation, a foundation of which Mr. Ruch serves as a trustee.
(b) As a percentage of the 22,438,276 shares outstanding as of
September 30, 1998 (based on information obtained from the Company's latest Form
10-Q), Rho may be deemed to own 4.04% of the Company's total outstanding shares,
the Trust may be deemed beneficially to own 3.99% of the Company's total
outstanding shares, and Joshua Ruch may be deemed beneficially to own 4.84% of
the Company's total outstanding shares.
(c) Pursuant to an investment advisory agreement between Rho and the
Trust, Rho has sole power to vote and to dispose of the shares held in the name
of the Trust, and accordingly Rho may be deemed, for purposes of Rule 13d-3
under the Securities Exchange Act of 1934, as amended, to be the beneficial
owner of all 894,430 shares owned in the name of the Trust. Pursuant to such
investment advisory agreement, the Trust may be considered to retain shared
power to vote and to dispose of the 894,430 shares owned in its name. As the
controlling person of Rho, Joshua Ruch may be deemed to share voting and
dispositive power over the 894,430 shares reported herein by the Trust, and to
exercise sole voting and dispositive power over the Company's shares otherwise
attributable to Mr. Ruch. Accordingly, Joshua Ruch may be deemed beneficially to
own 4.84% of the Company's total outstanding shares. Rho disclaims any economic
interest in the shares covered by this Statement.
Page 6 of 8 Pages
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CUSIP No. 444903108
Item 5 Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following
|X|
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
Not applicable
Item 7 Identification and Classification of the Subsidiary which Acquired
the Security Being Reported on By the Parent Holding Company:
Not applicable
Item 8 Identification and Classification of Members of the Group:
Not applicable
Item 9 Notice of Dissolution of Group:
Not applicable
Item 10 Certification:
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
Page 7 of 8 Pages
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CUSIP No. 444903108
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
RHO MANAGEMENT PARTNERS L.P.
By: ATLAS CAPITAL CORP., its General Partner
/s/ Joshua Ruch
- -----------------------------------------
By: /s/ Joshua Ruch
Title: President
RHO MANAGEMENT TRUST III
By: RHO MANAGEMENT COMPANY, INC., its Investment Advisor
/s/ Joshua Ruch
- -----------------------------------------
By: /s/ Joshua Ruch
Title: President
JOSHUA RUCH
/s/ Joshua Ruch
- -----------------------------------------
/s/ Joshua Ruch
Page 8 of 8 Pages
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