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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
INHALE THERAPEUTIC SYSTEMS
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
457191 10 4
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(CUSIP Number)
September 29, 1998
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed.
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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).
(Continued on following page(s))
Page 1 of 7 Pages
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CUSIP No. 457191 10 4 13G Page 2 of 7 Pages
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(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
(entities only)
BAXTER INTERNATIONAL INC. & SUBSIDIARIES PENSION TRUST
- --------------------------------------------------------------------------------
(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
United States of America
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CUSIP No. 457191 10 4 13G Page 3 of 7 Pages
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Number of Shares (5) Sole Voting Power
Beneficially Owned 1,335,897
by Each Reporting -------------------------------------------
Person With (6) Shared Voting Power
-0-
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(7) Sole Dispositive Power
1,335,897
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(8) Shared Dispositive Power
-0-
- ---------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
1,335,897
- ---------------------------------------------------------------
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
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(11) Percent of Class Represented by Amount in Row (9)
8.6%
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(12) Type of Reporting Person (See Instructions)
EP
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CUSIP No. 457191 10 4 13G Page 4 of 7 Pages
Item 1(a). Name Of Issuer:
Inhale Therapeutic Systems
Item 1(b). Address of Issuer's Principal Executive Offices:
150 Industrial Road
San Carlos, California 94070
Item 2(a). Name of Person Filing:
This statement is being filed by the Baxter International Inc. &
Subsidiaries Pension Trust, a domestic trust organized under the laws of
the United States of America (the "Pension Trust").
Item 2(b). Address of Principal Business Office or, if none, Residence:
One Baxter Parkway
Deerfield, IL 60015
Item 2(c). Citizenship:
United States of America
Item 2(d). Title of Class of Securities:
Common stock, no par value, of Inhale Therapeutic Systems
Item 2(e). CUSIP Number:
457191 10 4
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CUSIP No. 457191 10 4 13G Page 5 of 7 Pages
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or
(c), check whether filing person is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in Section 3(a)(6) of the Act
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Act
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act
(e) [ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E)
(f) [x] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F)
(g) [ ] A parent holding company or control person in accordance
with Rule 13d-1(b)(ii)(G)
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813)
(i) [ ] 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 (15 U.S.C. 80a-3)
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J)
If this statement is filed pursuant to Rule 13d-1(c), check this box.
[ ]
Item 4. Ownership
(a) Amount Beneficially Owned:
1,335,897
(b) Percent of Class:
8.6%
(c) Number of shares as to which the person has:
(i) sole power to vote or direct the vote: 1,335,897
(ii) shared power to vote or direct the vote: -0-
(iii) sole power to dispose or to direct the disposition of:
1,335,897
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CUSIP No. 457191 10 4 13G Page 6 of 7 Pages
(iv) shared power to dispose or to direct the disposition of: -0-
Item 5. Ownership of Five Percent or Less of a Class.
If this Schedule 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 on the class of securities, check the following box. [ ]
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, the Pension Trust certifies that, to the best of its
knowledge and belief, the securities referred to above were acquired and
held in the ordinary course of business and 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.
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CUSIP No. 457191 10 4 13G Page 7 of 7 Pages
Signature.
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: November 2, 1998
BAXTER INTERNATIONAL, INC. &
SUBSIDIARIES PENSION TRUST
By: STATE STREET BANK AND
TRUST, as Trustee
By: /s/ David B. Hill
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Name: David B. Hill
Title: Vice President
