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CUSIP No. 0008650411 Page 1 of 6 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
SUGEN, INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
0008650411
(CUSIP Number)
Nicole Vitullo John C. MacMurray, Esq.
Rothschild Asset Management Ltd. Reboul, MacMurray, Hewitt,
Five Arrows House Maynard & Kristol
St. Swithin's Lane 45 Rockefeller Plaza
London EC4N 8NR England New York, New York 10111
Tel. 011-171-280-5000 Tel. (212) 841-5700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 28, 1996
(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 [ ].
Check the following box if a fee is being paid with this statement [ ].
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CUSIP No. 0008650411 Page 2 of 6 Pages
1) Name of Reporting Person International
S.S. or I.R.S. Identification Biotechnology
No. of Above Person Trust plc
2) Check the Appropriate Box (a) [ ]
if a Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds WC
5) Check if Disclosure of
Legal Proceedings is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
6) Citizenship or Place
of Organization United Kingdom
Number of 7) Sole Voting 711,667 shares of
Shares Beneficially Power Common Stock, $.01
Owned by par value ("Common
Reporting Person Stock")
8) Shared Voting
Power -0-
9) Sole Disposi- 711,667 shares of
tive Power Common Stock
10) Shared Dis-
positive Power -0-
11) Aggregate Amount Beneficially 711,667 shares of
Owned by Each Reporting Person Common Stock
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
13) Percent of Class
Represented by 5.5%
Amount in Row (11)
14) Type of Reporting
Person CO
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CUSIP No. 0008650411 Page 3 of 6 Pages
Schedule 13D
Item 1. Security and Issuer.
This statement relates to the Common Stock, $.01 par value
(the "Common Stock") of Sugen, Inc., a Delaware corporation (the "Issuer"). The
principal executive offices of the Issuer are located at 515 Galveston Drive,
Redwood City, California 94063.
Item 2. Identity and Background.
(a) The undersigned hereby files this Schedule 13D on behalf
of International Biotechnology Trust plc, a corporation organized under the laws
of the United Kingdom ("IBT" or the "Reporting Person"). The name, business
address and occupation of each executive officer and director of IBT is set
forth on Schedule A hereto.
(b) The principal business of IBT is that of a
publicly-traded investment trust company.
(c) IBT's principal business address is Five Arrows
House, St. Swithin's Lane, London EC4N 8NR, England.
(d) Neither IBT nor any of the 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) Neither IBT nor any of the 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.
Item 3. Source and Amount of Funds or Other Consideration.
This statement relates to the purchase by IBT of 300,000
shares of Common Stock (the "Shares") in a secondary public offering by the
Issuer (the "Offering"). The Shares were registered under the Securities Act of
1933, as amended, pursuant to a Registration Statement on Form S-1 filed by the
Issuer with the Securities and Exchange Commission and declared effective on or
about October 28, 1996 (SEC Registration No. 333-14157). The purchase price of
the Common Stock sold in the Offering was $12.00 per share, and the source of
the funds for IBT's purchase
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CUSIP No. 0008650411 Page 4 of 6 Pages
was IBT's funds available for investment. Prior to the Offering, IBT owned
411,667 shares of Common Stock, which were acquired in the Issuer's initial
public offering on October 4, 1994 and in a subsequent private placement on
September 22, 1995.
Item 4. Purpose of Transaction.
IBT purchased the Shares in the transaction described in Item
3 above for investment purposes.
Item 5. Interest in Securities of the Issuer.
(a) Based on a total of 12,900,000 shares of Common Stock
outstanding after the completion of the Offering (according to a press release
issued by the Issuer on or about October 28, 1996), IBT owns 711,667 shares of
Common Stock, or approximately 5.5% of the Common Stock outstanding.
(b) Except as described in Item 6 below, IBT has sole power to
vote or direct the voting of and to dispose or to direct the disposition of the
shares of Common Stock referred to in paragraph (a) above.
(c) Except as described in this statement, neither IBT nor any
of the persons identified in Item 2 above has effected any transaction in the
Common Stock in the past 60 days.
(d) No other person has the power to direct the receipt of
dividends on, or the proceeds from sales of, the shares of Common Stock owned
IBT.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to
Securities of the Issuer.
Pursuant to a contractual agreement, IBT has engaged
Rothschild Asset Management Limited ("RAM") to act as its discretionary
investment manager. Pursuant to such agreement RAM manages the business and
assets of IBT, which includes the authority to make decisions regarding the
acquisition or disposition of portfolio securities by IBT and to exercise any
rights (including voting rights) with respect to such securities. IBT has the
right to terminate RAM's appointment as manager at any time if RAM is not
performing its duties as manager to the satisfaction of the Board of Directors
of IBT.
Item 7. Material to be Filed as Exhibits.
Not Applicable.
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CUSIP No. 0008650411 Page 5 of 6 Pages
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.
Dated: November 4, 1996
INTERNATIONAL BIOTECHNOLOGY
TRUST PLC
By:/s/ Jeremy L. Curnock Cook
--------------------------
Director
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CUSIP No. 0008650411 Page 6 of 6 Pages
SCHEDULE A
EXECUTIVE OFFICERS AND DIRECTORS OF IBT
The business address of each person listed below is c/o
Rothschild Asset Management Limited, Five Arrows House, St. Swithin's Lane,
London EC4N 8NR, England. The occupation of each person listed below refers only
to his relationship to IBT.
Name Occupation Citizenship
---- ---------- -----------
John M. Green-Armytage Chairman U.K.
Donald Cecil Deputy U.S.
Chairman
Gary M. Brass Director U.K.
Jeremy L. Curnock Cook Director U.K.
Peter B. Collacott Director U.K.
Stephen A. Duzan Director U.S.
James D. Grant Director U.S.
Howard E. Greene Director U.S.
Dennis M.J. Turner Director U.K.
