<PAGE>
-------------------------------
OMB APPROVAL
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PURSUANT TO
RULE 101(d) OF REGULATION S-T
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. _________)1
Spiros Development Corporation II, Inc.
(Name of Issuer)
Callable Common Stock, par value $.001 per share
(Formerly Traded as Part of Spiros Development Corporation II, Inc. Units)
(Title of Class of Securities)
848936100
(CUSIP Number)
Mark C. Wehrly
Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, California 94111
(415) 421-2132
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 1, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
(Continued on following pages)
Page 1 of 39 Pages
Exhibit Index Found on Page 38
- -----------------------
1 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 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).
<PAGE>
13D
===============================
CUSIP No. 848936100
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Farallon Capital Partners, L.P.
- ---------======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of
1,374,400 Shares, which is 21.7% of the class of securities.
The reporting person on this cover page, however, is a beneficial
owner only of the securities reported by it on this cover page.
- ---------======================================================================
3 SEC USE ONLY
- ---------======================================================================
4 SOURCE OF FUNDS*
WC, OO
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 259,200 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
259,200 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
259,200
[Reflects the separation of the Spiros Development Corporation II, Inc.
Units into underlying Spiros Development Corporation II, Inc. Shares
and Dura Pharmaceuticals, Inc. Warrants as described in the Preliminary
Note herein. The Reporting Person's beneficial ownership in the Spiros
Development Corporation II, Inc. Shares underlying the Units is the
same as it was prior to separation. See the Schedule 13D filed by the
Reporting Person with respect to the Spiros Development Corporation II,
Inc. Units. See also the Preliminary Note.]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1% [Reflects the separation of the Spiros Development Corporation
II, Inc. Units into underlying Spiros Development Corporation II,
Inc. Shares and Dura Pharmaceuticals, Inc. Warrants as described in
the Preliminary Note herein. The Reporting Person's beneficial
ownership in the Spiros Development Corporation II, Inc. Shares
underlying the Units is the same as it was prior to separation. See
the Schedule 13D filed by the Reporting Person with respect to the
Spiros Development Corporation II, Inc. Units. See also the
Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
PN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 39 Pages
<PAGE>
13D
===============================
CUSIP No. 848936100
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Farallon Capital Institutional Partners, L.P.
- ---------======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of
1,374,400 Shares, which is 21.7% of the class of securities.
The reporting person on this cover page, however, is a beneficial
owner only of the securities reported by it on this cover page.
- ---------======================================================================
3 SEC USE ONLY
- ---------======================================================================
4 SOURCE OF FUNDS*
WC
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 249,100 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
249,100 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
249,100
[Reflects the separation of the Spiros Development Corporation II, Inc.
Units into underlying Spiros Development Corporation II, Inc. Shares
and Dura Pharmaceuticals, Inc. Warrants as described in the Preliminary
Note herein. The Reporting Person's beneficial ownership in the Spiros
Development Corporation II, Inc. Shares underlying the Units is the
same as it was prior to separation. See the Schedule 13D filed by the
Reporting Person with respect to the Spiros Development Corporation II,
Inc. Units. See also the Preliminary Note.]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9% [Reflects the separation of the Spiros Development Corporation
II, Inc. Units into underlying Spiros Development Corporation II,
Inc. Shares and Dura Pharmaceuticals, Inc. Warrants as described in
the Preliminary Note herein. The Reporting Person's beneficial
ownership in the Spiros Development Corporation II, Inc. Shares
underlying the Units is the same as it was prior to separation. See
the Schedule 13D filed by the Reporting Person with respect to the
Spiros Development Corporation II, Inc. Units. See also the
Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
PN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 39 Pages
<PAGE>
13D
===============================
CUSIP No. 848936100
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Farallon Capital Institutional Partners II, L.P.
- ---------======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of
1,374,400 Shares, which is 21.7% of the class of securities.
The reporting person on this cover page, however, is a beneficial
owner only of the securities reported by it on this cover page.
- ---------======================================================================
3 SEC USE ONLY
- ---------======================================================================
4 SOURCE OF FUNDS*
WC
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 127,200 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
127,200 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
127,200
[Reflects the separation of the Spiros Development Corporation II, Inc.
Units into underlying Spiros Development Corporation II, Inc. Shares
and Dura Pharmaceuticals, Inc. Warrants as described in the Preliminary
Note herein. The Reporting Person's beneficial ownership in the Spiros
Development Corporation II, Inc. Shares underlying the Units is the
same as it was prior to separation. See the Schedule 13D filed by the
Reporting Person with respect to the Spiros Development Corporation II,
Inc. Units. See also the Preliminary Note.]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0% [Reflects the separation of the Spiros Development Corporation
II, Inc. Units into underlying Spiros Development Corporation II,
Inc. Shares and Dura Pharmaceuticals, Inc. Warrants as described in
the Preliminary Note herein. The Reporting Person's beneficial
ownership in the Spiros Development Corporation II, Inc. Shares
underlying the Units is the same as it was prior to separation. See
the Schedule 13D filed by the Reporting Person with respect to the
Spiros Development Corporation II, Inc. Units. See also the
Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
PN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 39 Pages
<PAGE>
13D
===============================
CUSIP No. 848936100
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Farallon Capital Institutional Partners III, L.P.
- ---------======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of
1,374,400 Shares, which is 21.7% of the class of securities.
The reporting person on this cover page, however, is a beneficial
owner only of the securities reported by it on this cover page.
- ---------======================================================================
3 SEC USE ONLY
- ---------======================================================================
4 SOURCE OF FUNDS*
WC
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 214,800 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
214,800 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
214,800
[Reflects the separation of the Spiros Development Corporation II, Inc.
Units into underlying Spiros Development Corporation II, Inc. Shares
and Dura Pharmaceuticals, Inc. Warrants as described in the Preliminary
Note herein. The Reporting Person's beneficial ownership in the Spiros
Development Corporation II, Inc. Shares underlying the Units is the
same as it was prior to separation. See the Schedule 13D filed by the
Reporting Person with respect to the Spiros Development Corporation II,
Inc. Units. See also the Preliminary Note.]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4% [Reflects the separation of the Spiros Development Corporation
II, Inc. Units into underlying Spiros Development Corporation II,
Inc. Shares and Dura Pharmaceuticals, Inc. Warrants as described in
the Preliminary Note herein. The Reporting Person's beneficial
ownership in the Spiros Development Corporation II, Inc. Shares
underlying the Units is the same as it was prior to separation. See
the Schedule 13D filed by the Reporting Person with respect to the
Spiros Development Corporation II, Inc. Units. See also the
Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
PN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5 of 39 Pages
<PAGE>
13D
===============================
CUSIP No. 848936100
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Tinicum Partners, L.P.
- ---------======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of
1,374,400 Shares, which is 21.7% of the class of securities.
The reporting person on this cover page, however, is a beneficial
owner only of the securities reported by it on this cover page.
- ---------======================================================================
3 SEC USE ONLY
- ---------======================================================================
4 SOURCE OF FUNDS*
WC, OO
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 21,900 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
21,900 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,900
[Reflects the separation of the Spiros Development Corporation II, Inc.
Units into underlying Spiros Development Corporation II, Inc. Shares
and Dura Pharmaceuticals, Inc. Warrants as described in the Preliminary
Note herein. The Reporting Person's beneficial ownership in the Spiros
Development Corporation II, Inc. Shares underlying the Units is the
same as it was prior to separation. See the Schedule 13D filed by the
Reporting Person with respect to the Spiros Development Corporation II,
Inc. Units. See also the Preliminary Note.]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3% [Reflects the separation of the Spiros Development Corporation
II, Inc. Units into underlying Spiros Development Corporation II,
Inc. Shares and Dura Pharmaceuticals, Inc. Warrants as described in
the Preliminary Note herein. The Reporting Person's beneficial
ownership in the Spiros Development Corporation II, Inc. Shares
underlying the Units is the same as it was prior to separation. See
the Schedule 13D filed by the Reporting Person with respect to the
Spiros Development Corporation II, Inc. Units. See also the
Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
PN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 6 of 39 Pages
<PAGE>
13D
===============================
CUSIP No. 848936100
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Farallon Capital Management, L.L.C.
- ---------======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of
1,374,400 Shares, which is 21.7% of the class of securities.
The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on
this cover page.
- ---------======================================================================
3 SEC USE ONLY
- ---------======================================================================
4 SOURCE OF FUNDS*
OO
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 502,200 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
502,200 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
502,200
[Reflects the separation of the Spiros Development Corporation II, Inc.
Units into underlying Spiros Development Corporation II, Inc. Shares
and Dura Pharmaceuticals, Inc. Warrants as described in the Preliminary
Note herein. The Reporting Person's beneficial ownership in the Spiros
Development Corporation II, Inc. Shares underlying the Units is the
same as it was prior to separation. See the Schedule 13D filed by the
Reporting Person with respect to the Spiros Development Corporation II,
Inc. Units. See also the Preliminary Note.]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9% [Reflects the separation of the Spiros Development Corporation
II, Inc. Units into underlying Spiros Development Corporation II,
Inc. Shares and Dura Pharmaceuticals, Inc. Warrants as described in
the Preliminary Note herein. The Reporting Person's beneficial
ownership in the Spiros Development Corporation II, Inc. Shares
underlying the Units is the same as it was prior to separation. See
the Schedule 13D filed by the Reporting Person with respect to the
Spiros Development Corporation II, Inc. Units. See also the
Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
IA, OO
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 7 of 39 Pages
<PAGE>
13D
===============================
CUSIP No. 848936100
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Farallon Partners, L.L.C.
- ---------======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of
1,374,400 Shares, which is 21.7% of the class of securities.
The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on
this cover page.
- ---------======================================================================
3 SEC USE ONLY
- ---------======================================================================
4 SOURCE OF FUNDS*
AF
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 872,200 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
872,200 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
872,200
[Reflects the separation of the Spiros Development Corporation II, Inc.
Units into underlying Spiros Development Corporation II, Inc. Shares
and Dura Pharmaceuticals, Inc. Warrants as described in the Preliminary
Note herein. The Reporting Person's beneficial ownership in the Spiros
Development Corporation II, Inc. Shares underlying the Units is the
same as it was prior to separation. See the Schedule 13D filed by the
Reporting Person with respect to the Spiros Development Corporation II,
Inc. Units. See also the Preliminary Note.]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.8% [Reflects the separation of the Spiros Development Corporation
II, Inc. Units into underlying Spiros Development Corporation II,
Inc. Shares and Dura Pharmaceuticals, Inc. Warrants as described in
the Preliminary Note herein. The Reporting Person's beneficial
ownership in the Spiros Development Corporation II, Inc. Shares
underlying the Units is the same as it was prior to separation. See
the Schedule 13D filed by the Reporting Person with respect to the
Spiros Development Corporation II, Inc. Units. See also the
Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
OO
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 8 of 39 Pages
<PAGE>
13D
===============================
CUSIP No. 848936100
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Enrique H. Boilini
- ---------======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of
1,374,400 Shares, which is 21.7% of the class of securities.
The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on
this cover page.
- ---------======================================================================
3 SEC USE ONLY
- ---------======================================================================
4 SOURCE OF FUNDS*
AF, OO
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Argentina
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,374,400 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
1,374,400 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,374,400
[Reflects the separation of the Spiros Development Corporation II, Inc.
Units into underlying Spiros Development Corporation II, Inc. Shares
and Dura Pharmaceuticals, Inc. Warrants as described in the Preliminary
Note herein. The Reporting Person's beneficial ownership in the Spiros
Development Corporation II, Inc. Shares underlying the Units is the
same as it was prior to separation. See the Schedule 13D filed by the
Reporting Person with respect to the Spiros Development Corporation II,
Inc. Units. See also the Preliminary Note.]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.7% [Reflects the separation of the Spiros Development Corporation
II, Inc. Units into underlying Spiros Development Corporation II,
Inc. Shares and Dura Pharmaceuticals, Inc. Warrants as described in
the Preliminary Note herein. The Reporting Person's beneficial
ownership in the Spiros Development Corporation II, Inc. Shares
underlying the Units is the same as it was prior to separation. See
the Schedule 13D filed by the Reporting Person with respect to the
Spiros Development Corporation II, Inc. Units. See also the
Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 9 of 39 Pages
<PAGE>
13D
===============================
CUSIP No. 848936100
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
David I. Cohen
- ---------======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of
1,374,400 Shares, which is 21.7% of the class of securities.
The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on
this cover page.
- ---------======================================================================
3 SEC USE ONLY
- ---------======================================================================
4 SOURCE OF FUNDS*
AF, OO
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
South Africa
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,374,400 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
1,374,400 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,374,400
[Reflects the separation of the Spiros Development Corporation II, Inc.
Units into underlying Spiros Development Corporation II, Inc. Shares
and Dura Pharmaceuticals, Inc. Warrants as described in the Preliminary
Note herein. The Reporting Person's beneficial ownership in the Spiros
Development Corporation II, Inc. Shares underlying the Units is the
same as it was prior to separation. See the Schedule 13D filed by the
Reporting Person with respect to the Spiros Development Corporation II,
Inc. Units. See also the Preliminary Note.]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.7% [Reflects the separation of the Spiros Development Corporation
II, Inc. Units into underlying Spiros Development Corporation II,
Inc. Shares and Dura Pharmaceuticals, Inc. Warrants as described in
the Preliminary Note herein. The Reporting Person's beneficial
ownership in the Spiros Development Corporation II, Inc. Shares
underlying the Units is the same as it was prior to separation. See
the Schedule 13D filed by the Reporting Person with respect to the
Spiros Development Corporation II, Inc. Units. See also the
Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 10 of 39 Pages
<PAGE>
13D
===============================
CUSIP No. 848936100
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Joseph F. Downes
- ---------======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of
1,374,400 Shares, which is 21.7% of the class of securities.
The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on
this cover page.
- ---------======================================================================
3 SEC USE ONLY
- ---------======================================================================
4 SOURCE OF FUNDS*
AF, OO
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,374,400 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
1,374,400 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,374,400
[Reflects the separation of the Spiros Development Corporation II, Inc.
Units into underlying Spiros Development Corporation II, Inc. Shares
and Dura Pharmaceuticals, Inc. Warrants as described in the Preliminary
Note herein. The Reporting Person's beneficial ownership in the Spiros
Development Corporation II, Inc. Shares underlying the Units is the
same as it was prior to separation. See the Schedule 13D filed by the
Reporting Person with respect to the Spiros Development Corporation II,
Inc. Units. See also the Preliminary Note.]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.7% [Reflects the separation of the Spiros Development Corporation
II, Inc. Units into underlying Spiros Development Corporation II,
Inc. Shares and Dura Pharmaceuticals, Inc. Warrants as described in
the Preliminary Note herein. The Reporting Person's beneficial
ownership in the Spiros Development Corporation II, Inc. Shares
underlying the Units is the same as it was prior to separation. See
the Schedule 13D filed by the Reporting Person with respect to the
Spiros Development Corporation II, Inc. Units. See also the
Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 11 of 39 Pages
<PAGE>
13D
===============================
CUSIP No. 848936100
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
William F. Duhamel
- ---------======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of
1,374,400 Shares, which is 21.7% of the class of securities.
The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on
this cover page.
- ---------======================================================================
3 SEC USE ONLY
- ---------======================================================================
4 SOURCE OF FUNDS*
AF, OO
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,374,400 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
1,374,400 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,374,400
[Reflects the separation of the Spiros Development Corporation II, Inc.
Units into underlying Spiros Development Corporation II, Inc. Shares
and Dura Pharmaceuticals, Inc. Warrants as described in the Preliminary
Note herein. The Reporting Person's beneficial ownership in the Spiros
Development Corporation II, Inc. Shares underlying the Units is the
same as it was prior to separation. See the Schedule 13D filed by the
Reporting Person with respect to the Spiros Development Corporation II,
Inc. Units. See also the Preliminary Note.]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.7% [Reflects the separation of the Spiros Development Corporation
II, Inc. Units into underlying Spiros Development Corporation II,
Inc. Shares and Dura Pharmaceuticals, Inc. Warrants as described in
the Preliminary Note herein. The Reporting Person's beneficial
ownership in the Spiros Development Corporation II, Inc. Shares
underlying the Units is the same as it was prior to separation. See
the Schedule 13D filed by the Reporting Person with respect to the
Spiros Development Corporation II, Inc. Units. See also the
Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 12 of 39 Pages
<PAGE>
13D
===============================
CUSIP No. 848936100
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Fleur E. Fairman
- ---------======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of
1,374,400 Shares, which is 21.7% of the class of securities.
The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on
this cover page.
- ---------======================================================================
3 SEC USE ONLY
- ---------======================================================================
4 SOURCE OF FUNDS*
AF
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 872,200 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
872,200 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
872,200
[Reflects the separation of the Spiros Development Corporation II, Inc.
Units into underlying Spiros Development Corporation II, Inc. Shares
and Dura Pharmaceuticals, Inc. Warrants as described in the Preliminary
Note herein. The Reporting Person's beneficial ownership in the Spiros
Development Corporation II, Inc. Shares underlying the Units is the
same as it was prior to separation. See the Schedule 13D filed by the
Reporting Person with respect to the Spiros Development Corporation II,
Inc. Units. See also the Preliminary Note.]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.8% [Reflects the separation of the Spiros Development Corporation
II, Inc. Units into underlying Spiros Development Corporation II,
Inc. Shares and Dura Pharmaceuticals, Inc. Warrants as described in
the Preliminary Note herein. The Reporting Person's beneficial
ownership in the Spiros Development Corporation II, Inc. Shares
underlying the Units is the same as it was prior to separation. See
the Schedule 13D filed by the Reporting Person with respect to the
Spiros Development Corporation II, Inc. Units. See also the
Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 13 of 39 Pages
<PAGE>
13D
===============================
CUSIP No. 848936100
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Jason M. Fish
- ---------======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of
1,374,400 Shares, which is 21.7% of the class of securities.
The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on
this cover page.
- ---------======================================================================
3 SEC USE ONLY
- ---------======================================================================
4 SOURCE OF FUNDS*
AF, OO
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,374,400 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
1,374,400 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,374,400
[Reflects the separation of the Spiros Development Corporation II, Inc.
Units into underlying Spiros Development Corporation II, Inc. Shares
and Dura Pharmaceuticals, Inc. Warrants as described in the Preliminary
Note herein. The Reporting Person's beneficial ownership in the Spiros
Development Corporation II, Inc. Shares underlying the Units is the
same as it was prior to separation. See the Schedule 13D filed by the
Reporting Person with respect to the Spiros Development Corporation II,
Inc. Units. See also the Preliminary Note.]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.7% [Reflects the separation of the Spiros Development Corporation
II, Inc. Units into underlying Spiros Development Corporation II,
Inc. Shares and Dura Pharmaceuticals, Inc. Warrants as described in
the Preliminary Note herein. The Reporting Person's beneficial
ownership in the Spiros Development Corporation II, Inc. Shares
underlying the Units is the same as it was prior to separation. See
the Schedule 13D filed by the Reporting Person with respect to the
Spiros Development Corporation II, Inc. Units. See also the
Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 14 of 39 Pages
<PAGE>
13D
===============================
CUSIP No. 848936100
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Andrew B. Fremder
- ---------======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of
1,374,400 Shares, which is 21.7% of the class of securities.
The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on
this cover page.
- ---------======================================================================
3 SEC USE ONLY
- ---------======================================================================
4 SOURCE OF FUNDS*
AF, OO
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,374,400 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
1,374,400 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,374,400
[Reflects the separation of the Spiros Development Corporation II, Inc.
Units into underlying Spiros Development Corporation II, Inc. Shares
and Dura Pharmaceuticals, Inc. Warrants as described in the Preliminary
Note herein. The Reporting Person's beneficial ownership in the Spiros
Development Corporation II, Inc. Shares underlying the Units is the
same as it was prior to separation. See the Schedule 13D filed by the
Reporting Person with respect to the Spiros Development Corporation II,
Inc. Units. See also the Preliminary Note.]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.7% [Reflects the separation of the Spiros Development Corporation
II, Inc. Units into underlying Spiros Development Corporation II,
Inc. Shares and Dura Pharmaceuticals, Inc. Warrants as described in
the Preliminary Note herein. The Reporting Person's beneficial
ownership in the Spiros Development Corporation II, Inc. Shares
underlying the Units is the same as it was prior to separation. See
the Schedule 13D filed by the Reporting Person with respect to the
Spiros Development Corporation II, Inc. Units. See also the
Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 15 of 39 Pages
<PAGE>
13D
===============================
CUSIP No. 848936100
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Richard B. Fried
- ---------======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of
1,374,400 Shares, which is 21.7% of the class of securities.
The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on
this cover page.
- ---------======================================================================
3 SEC USE ONLY
- ---------======================================================================
4 SOURCE OF FUNDS*
AF, OO
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,374,400 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
1,374,400 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,374,400
[Reflects the separation of the Spiros Development Corporation II, Inc.
Units into underlying Spiros Development Corporation II, Inc. Shares
and Dura Pharmaceuticals, Inc. Warrants as described in the Preliminary
Note herein. The Reporting Person's beneficial ownership in the Spiros
Development Corporation II, Inc. Shares underlying the Units is the
same as it was prior to separation. See the Schedule 13D filed by the
Reporting Person with respect to the Spiros Development Corporation II,
Inc. Units. See also the Preliminary Note.]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.7% [Reflects the separation of the Spiros Development Corporation
II, Inc. Units into underlying Spiros Development Corporation II,
Inc. Shares and Dura Pharmaceuticals, Inc. Warrants as described in
the Preliminary Note herein. The Reporting Person's beneficial
ownership in the Spiros Development Corporation II, Inc. Shares
underlying the Units is the same as it was prior to separation. See
the Schedule 13D filed by the Reporting Person with respect to the
Spiros Development Corporation II, Inc. Units. See also the
Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 16 of 39 Pages
<PAGE>
13D
===============================
CUSIP No. 848936100
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
William F. Mellin
- ---------======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of
1,374,400 Shares, which is 21.7% of the class of securities.
The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on
this cover page.
- ---------======================================================================
3 SEC USE ONLY
- ---------======================================================================
4 SOURCE OF FUNDS*
AF, OO
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,374,400 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
1,374,400 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,374,400
[Reflects the separation of the Spiros Development Corporation II, Inc.
Units into underlying Spiros Development Corporation II, Inc. Shares
and Dura Pharmaceuticals, Inc. Warrants as described in the Preliminary
Note herein. The Reporting Person's beneficial ownership in the Spiros
Development Corporation II, Inc. Shares underlying the Units is the
same as it was prior to separation. See the Schedule 13D filed by the
Reporting Person with respect to the Spiros Development Corporation II,
Inc. Units. See also the Preliminary Note.]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.7% [Reflects the separation of the Spiros Development Corporation
II, Inc. Units into underlying Spiros Development Corporation II,
Inc. Shares and Dura Pharmaceuticals, Inc. Warrants as described in
the Preliminary Note herein. The Reporting Person's beneficial
ownership in the Spiros Development Corporation II, Inc. Shares
underlying the Units is the same as it was prior to separation. See
the Schedule 13D filed by the Reporting Person with respect to the
Spiros Development Corporation II, Inc. Units. See also the
Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 17 of 39 Pages
<PAGE>
13D
===============================
CUSIP No. 848936100
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Stephen L. Millham
- ---------======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of
1,374,400 Shares, which is 21.7% of the class of securities.
The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on
this cover page.
- ---------======================================================================
3 SEC USE ONLY
- ---------======================================================================
4 SOURCE OF FUNDS*
AF, OO
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,374,400 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
1,374,400 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,374,400
[Reflects the separation of the Spiros Development Corporation II, Inc.
Units into underlying Spiros Development Corporation II, Inc. Shares
and Dura Pharmaceuticals, Inc. Warrants as described in the Preliminary
Note herein. The Reporting Person's beneficial ownership in the Spiros
Development Corporation II, Inc. Shares underlying the Units is the
same as it was prior to separation. See the Schedule 13D filed by the
Reporting Person with respect to the Spiros Development Corporation II,
Inc. Units. See also the Preliminary Note.]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.7% [Reflects the separation of the Spiros Development Corporation
II, Inc. Units into underlying Spiros Development Corporation II,
Inc. Shares and Dura Pharmaceuticals, Inc. Warrants as described in
the Preliminary Note herein. The Reporting Person's beneficial
ownership in the Spiros Development Corporation II, Inc. Shares
underlying the Units is the same as it was prior to separation. See
the Schedule 13D filed by the Reporting Person with respect to the
Spiros Development Corporation II, Inc. Units. See also the
Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 18 of 39 Pages
<PAGE>
13D
===============================
CUSIP No. 848936100
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Meridee A. Moore
- ---------======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of
1,374,400 Shares, which is 21.7% of the class of securities.
The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on
this cover page.
- ---------======================================================================
3 SEC USE ONLY
- ---------======================================================================
4 SOURCE OF FUNDS*
AF, OO
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,374,400 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
1,374,400 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,374,400
[Reflects the separation of the Spiros Development Corporation II, Inc.
Units into underlying Spiros Development Corporation II, Inc. Shares
and Dura Pharmaceuticals, Inc. Warrants as described in the Preliminary
Note herein. The Reporting Person's beneficial ownership in the Spiros
Development Corporation II, Inc. Shares underlying the Units is the
same as it was prior to separation. See the Schedule 13D filed by the
Reporting Person with respect to the Spiros Development Corporation II,
Inc. Units. See also the Preliminary Note.]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.7% [Reflects the separation of the Spiros Development Corporation
II, Inc. Units into underlying Spiros Development Corporation II,
Inc. Shares and Dura Pharmaceuticals, Inc. Warrants as described in
the Preliminary Note herein. The Reporting Person's beneficial
ownership in the Spiros Development Corporation II, Inc. Shares
underlying the Units is the same as it was prior to separation. See
the Schedule 13D filed by the Reporting Person with respect to the
Spiros Development Corporation II, Inc. Units. See also the
Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 19 of 39 Pages
<PAGE>
13D
===============================
CUSIP No. 848936100
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Thomas F. Steyer
- ---------======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of
1,374,400 Shares, which is 21.7% of the class of securities.
The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on
this cover page.
- ---------======================================================================
3 SEC USE ONLY
- ---------======================================================================
4 SOURCE OF FUNDS*
AF, OO
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,374,400 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
1,374,400 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,374,400
[Reflects the separation of the Spiros Development Corporation II, Inc.
Units into underlying Spiros Development Corporation II, Inc. Shares
and Dura Pharmaceuticals, Inc. Warrants as described in the Preliminary
Note herein. The Reporting Person's beneficial ownership in the Spiros
Development Corporation II, Inc. Shares underlying the Units is the
same as it was prior to separation. See the Schedule 13D filed by the
Reporting Person with respect to the Spiros Development Corporation II,
Inc. Units. See also the Preliminary Note.]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.7% [Reflects the separation of the Spiros Development Corporation
II, Inc. Units into underlying Spiros Development Corporation II,
Inc. Shares and Dura Pharmaceuticals, Inc. Warrants as described in
the Preliminary Note herein. The Reporting Person's beneficial
ownership in the Spiros Development Corporation II, Inc. Shares
underlying the Units is the same as it was prior to separation. See
the Schedule 13D filed by the Reporting Person with respect to the
Spiros Development Corporation II, Inc. Units. See also the
Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 20 of 39 Pages
<PAGE>
13D
===============================
CUSIP No. 848936100
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Mark C. Wehrly
- ---------======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of
1,374,400 Shares, which is 21.7% of the class of securities.
The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on
this cover page.
- ---------======================================================================
3 SEC USE ONLY
- ---------======================================================================
4 SOURCE OF FUNDS*
AF, OO
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,374,400 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
1,374,400 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,374,400
[Reflects the separation of the Spiros Development Corporation II, Inc.
Units into underlying Spiros Development Corporation II, Inc. Shares
and Dura Pharmaceuticals, Inc. Warrants as described in the Preliminary
Note herein. The Reporting Person's beneficial ownership in the Spiros
Development Corporation II, Inc. Shares underlying the Units is the
same as it was prior to separation. See the Schedule 13D filed by the
Reporting Person with respect to the Spiros Development Corporation II,
Inc. Units. See also the Preliminary Note.]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.7% [Reflects the separation of the Spiros Development Corporation
II, Inc. Units into underlying Spiros Development Corporation II,
Inc. Shares and Dura Pharmaceuticals, Inc. Warrants as described in
the Preliminary Note herein. The Reporting Person's beneficial
ownership in the Spiros Development Corporation II, Inc. Shares
underlying the Units is the same as it was prior to separation. See
the Schedule 13D filed by the Reporting Person with respect to the
Spiros Development Corporation II, Inc. Units. See also the
Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 21 of 39 Pages
<PAGE>
Preliminary Note.
On January 1, 2000 (the "Separation Date"), the Units of Spiros Development
Corporation II, Inc. (the "Units"), each composed of one share of callable
common stock, par value $.001 per share, of Spiros Development Corporation II,
Inc. (the "Shares") and one warrant to purchase 1/4 of one share of common
stock, par value $.001 per share, of Dura Pharmaceuticals, Inc. (the
"Warrants"), separated. As a result of the separation, the component Shares and
Warrants began trading independently and the Units have ceased to exist. This
Schedule 13D is being filed to report beneficial ownership of the Shares (as
opposed to the Units) as a result of the separation of the Shares from the
Units. There have been no transactions in the Shares by any of the Reporting
Persons (as defined below) since the Separation Date.
Prior to the Separation Date, the Reporting Persons had reported beneficial
ownership of the Units on a Schedule 13D which was most recently amended on
November 12, 1999.
Item 1. Security And Issuer.
This statement relates to shares of Callable Common Stock, par value $.001
per share (the "Shares") of Spiros Development Corporation II, Inc. (the
"Company"). The Company's principal offices are located at 7475 Lusk Boulevard,
San Diego, California, 92121.
Item 2. Identity And Background.
(a) This statement is filed by the entities and persons listed below, all
of whom together are referred to herein as the "Reporting Persons."
The Partnerships
(i) Farallon Capital Partners, L.P., a California limited
partnership ("FCP"), with respect to the Shares held by it;
(ii) Farallon Capital Institutional Partners, L.P., a California
limited partnership ("FCIP"), with respect to the Shares held
by it;
Page 22 of 39 Pages
<PAGE>
(iii) Farallon Capital Institutional Partners II, L.P., a California
limited partnership ("FCIP II"), with respect to the Shares
held by it;
(iv) Farallon Capital Institutional Partners III, L.P., a Delaware
limited partnership ("FCIP III"), with respect to the Shares
held by it; and
(v) Tinicum Partners, L.P., a New York limited partnership
("Tinicum"), with respect to the Shares held by it.
FCP, FCIP, FCIP II, FCIP III and Tinicum are together referred to herein as
the "Partnerships."
The Management Company
(vi) Farallon Capital Management, L.L.C., a Delaware limited
liability company (the "Management Company"), with respect to
the Shares held by certain accounts managed by the Management
Company (the "Managed Accounts").2
The General Partner Of The Partnerships
(vii) Farallon Partners, L.L.C., a Delaware limited liability
company which is the general partner of each of the
Partnerships (the "General Partner"), with respect to the
Shares held by each of the Partnerships.
The Managing Members Of The General Partner And The Management Company
(viii) The following twelve persons who are managing members of
both the General Partner and the Management Company, with
respect to the Shares held by the Partnerships and the
Managed Accounts: Enrique H. Boilini ("Boilini"), David I.
Cohen ("Cohen"), Joseph F. Downes ("Downes"), William F.
Duhamel ("Duhamel"), Jason M. Fish ("Fish"), Andrew B.
Fremder ("Fremder"), Richard B. Fried ("Fried"), William F.
Mellin ("Mellin"), Stephen L. Millham ("Millham"), Meridee
A. Moore ("Moore"), Thomas F. Steyer ("Steyer") and Mark C.
Wehrly ("Wehrly"); and
(ix) the thirteenth managing member of the General Partner, Fleur
E. Fairman ("Fairman"), with respect to the Shares held by the
Partnerships.
- -----------------------
2 Of the Shares reported by the Management Company on behalf of the Managed
Accounts, 53,100 Shares (equal to approximately 0.8% of the total Shares
currently outstanding) are held by The Absolute Return Fund of The Common Fund,
a non-profit corporation whose principal address is 450 Post Road East,
Westport, Connecticut 06881.
Page 23 of 39 Pages
<PAGE>
Boilini, Cohen, Downes, Duhamel, Fairman, Fish, Fremder, Fried, Mellin,
Millham, Moore, Steyer and Wehrly are together referred to herein as the
"Individual Reporting Persons."
(b) The address of the principal business and principal office of (i) the
Partnerships, the General Partner and the Management Company is One Maritime
Plaza, Suite 1325, San Francisco, California 94111 and (ii) each of the
Individual Reporting Persons is set forth in Annex 1 hereto.
(c) The principal business of each of the Partnerships is that of a private
investment fund engaging in the purchase and sale of investments for its own
account. The principal business of the General Partner is to act as the general
partner of the Partnerships. The principal business of the Management Company is
that of a registered investment adviser. The principal business of each of the
Individual Reporting Persons is set forth in Annex 1 hereto.
(d) None of the Partnerships, the Management Company, the General Partner
or any of the Individual Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Partnerships, the Management Company, the General Partner
or any of the Individual Reporting Persons has, during the last five years, been
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) The citizenship of each of the Partnerships, the General Partner and
the Management Company is set forth above. Each of the Individual Reporting
Persons is a United States citizen other than (i) Enrique H. Boilini who is an
Argentinean citizen and (ii) David I. Cohen who is a South African citizen.
Page 24 of 39 Pages
<PAGE>
The other information required by Item 2 relating to the identity and
background of the Reporting Persons is set forth in Annex 1 hereto.
Item 3. Source And Amount Of Funds And Other Consideration.
As stated in the Preliminary Note, this Schedule 13D is being filed to
reflect the separation of the Shares from the Units on the Separation Date. The
net investment costs (including commissions) for all Units acquired by the
Reporting Persons through the filing of the last amendment to the Schedule 13D
filed by the Reporting Persons with respect to the Units were reported in that
Schedule 13D. As stated therein, for purposes of such filings, 100% of the net
Unit price for each Unit was attributed to the underlying Share. For further
information regarding the net investment costs (including commissions) of such
Units (and corresponding Shares), see the Schedule 13D, as amended, filed by the
Reporting Persons with respect to the Units.
The net investment cost for the Shares underlying the Units purchased since
the filing of the last amendment to the Schedule 13D through the Separation Date
is as follows:
Entity Shares Acquired3 Approximate Net Investment Cost4
FCP 11,700 $59,905.50
FCIP 11,000 $56,318.00
FCIP II 1,900 $9,728.00
FCIP III 2,600 $13,306.00
Tinicum 700 $3,587.50
Managed
Accounts 19,600 $100,355.00
The consideration for such acquisitions was obtained as follows: (i) with
respect to FCIP, FCIP II and FCIP III, from working capital; (ii) with respect
to FCP and Tinicum, from working
- -----------------------
3 All the Shares were acquired as part of the Units at the time of
purchase.
4 As the Shares traded as part of the Units at the time of purchase, the
reported cost is a per Unit cost. For purposes of this Schedule 13D, the net
investment cost attributes all the Unit cost to the related Share.
Page 25 of 39 Pages
<PAGE>
capital, and/or from borrowings pursuant to margin accounts maintained in the
ordinary course of business by FCP and Tinicum at Goldman, Sachs & Co.; and
(iii) with respect to the Managed Accounts, from the working capital of each
Managed Account and/or from borrowings pursuant to margin accounts maintained in
the ordinary course of business by some of the Managed Accounts at Goldman,
Sachs & Co. FCP, Tinicum and some of the Managed Accounts hold certain
securities in their respective margin accounts at Goldman, Sachs & Co., and the
accounts may from time to time have debit balances. It is not possible to
determine the amount of borrowings, if any, used to acquire the Shares.
Item 4. Purpose Of The Transaction.
The purpose of the acquisition of the Shares is for investment, and the
acquisitions of the Shares by each of the Partnerships and the Managed Accounts
were made in the ordinary course of business and were not made for the purpose
of acquiring control of the Company.
Although no Reporting Person has any specific plan or proposal to acquire
or dispose of Shares, consistent with its investment purpose, each Reporting
Person at any time and from time to time may acquire additional Shares or
dispose of any or all of its Shares depending upon an ongoing evaluation of the
investment in the Shares, prevailing market conditions, other investment
opportunities, liquidity requirements of the Reporting Person and/or other
investment considerations. No Reporting Person has made a determination
regarding a maximum or minimum number of Shares which it may hold at any point
in time.
Also, consistent with their investment intent, the Reporting Persons may
engage in communications with one or more shareholders of the Company, one or
more officers of the Company and/or one or more members of the board of
directors of the Company regarding the Company, including but not limited to its
operations.
Page 26 of 39 Pages
<PAGE>
Except to the extent the foregoing may be deemed a plan or proposal, none
of the Reporting Persons has any plans or proposals which relate to, or could
result in, any of the matters referred to in paragraphs (a) through (j),
inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons
may, at any time and from time to time, review or reconsider their position
and/or change their purpose and/or formulate plans or proposals with respect
thereto.
Item 5. Interest In Securities Of The Issuer.
(a) The Partnerships
(a),(b) The information set forth in Rows 7 through 13 of the cover
page hereto for each Partnership is incorporated herein by
reference for each such Partnership. The percentage amount
set forth in Row 13 of each cover page filed herewith as
well as Footnote Two hereto is calculated based upon the
6,325,000 Shares outstanding as of November 1, 1999 as
reported by the Company in its Quarterly Report on Form 10-Q
for the period ended September 30, 1999 filed with the
Securities and Exchange Commission on November 15, 1999.
(c) The trade dates, number of Shares purchased or sold and the price
per Share (including commissions) for all purchases and sales of
the Shares by the Partnerships since the filing of Amendment No.
8 to Schedule 13D filed by the Reporting Persons with respect to
the Units on November 12, 1999 are set forth on Schedules A-E
hereto and are incorporated herein by reference. All of such
transactions were open-market transactions.
(d) The General Partner has the power to direct the affairs of the
Partnerships, including the disposition of the proceeds of the
sale of the Shares. The Individual Reporting Persons are managing
members of the General Partner.
(e) Not applicable.
(b) The Management Company
(a),(b) The information set forth in Rows 7 through 13 of the cover
page hereto for the Management Company is incorporated
herein by reference.
(c) The trade dates, number of Shares purchased or sold and the price
per Share (including commissions) for all purchases and sales of
the Shares by
Page 27 of 39 Pages
<PAGE>
the Partnerships since the filing of Amendment No. 8 to Schedule
13D filed by the Reporting Persons with respect to the Units on
November 12, 1999 are set forth on Schedule F hereto and are
incorporated herein by reference. All of such transactions were
open-market transactions.
(d) The Management Company, as an investment adviser, has the power
to direct the disposition of the proceeds of the sale of the
Shares held by the Managed Accounts. The Individual Reporting
Persons other than Fairman are managing members of the Management
Company.
(e) Not applicable.
(c) The General Partner
(a),(b) The information set forth in Rows 7 through 13 of the cover
page hereto for the General Partner is incorporated herein
by reference.
(c) None.
(d) The General Partner has the power to direct the affairs of the
Partnerships, including the disposition of the proceeds of the
sale of the Shares. The Individual Reporting Persons are managing
members of the General Partner.
(e) Not applicable.
(d) The Individual Reporting Persons
(a),(b) The information set forth in Rows 7 through 13 of the cover
page hereto for each Individual Reporting Person is
incorporated herein by reference for each such Individual
Reporting Person.
(c) None.
(d) The General Partner has the power to direct the affairs of the
Partnerships, including the disposition of the proceeds of the
sale of the Shares. The Management Company, as an investment
adviser, has the power to direct the disposition of the proceeds
of the sale of the Shares held by the Managed Accounts. The
Individual Reporting Persons are managing members of the General
Partner. The Individual Reporting Persons other than Fairman are
managing members of the Management Company.
(e) Not applicable.
The Shares reported hereby for the Partnerships are owned directly by the
Partnerships and those reported by the Management Company on behalf of the
Managed Accounts are owned directly
Page 28 of 39 Pages
<PAGE>
by the Managed Accounts. The General Partner, as general partner to the
Partnerships, may be deemed to be the beneficial owner of all such Shares owned
by the Partnerships. The Management Company, as investment adviser to the
Managed Accounts, may be deemed to be the beneficial owner of all such Shares
owned by the Managed Accounts. The eleven Individual Reporting Persons who are
managing members of both the General Partner and the Management Company may each
be deemed to be the beneficial owner of all such Shares held by the Partnerships
and the Managed Accounts. Fairman, as a managing member of only the General
Partner, may be deemed to be the beneficial owner of all such Shares held by the
Partnerships. Each of the Management Company, the General Partner and the
Individual Reporting Persons hereby disclaims any beneficial ownership of any
such Shares.
Item 6. Contracts, Arrangements, Understandings Or
Relationships With Respect To Securities Of The Issuer.
Except as described above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the Reporting Persons
or between such persons and any other person with respect to any securities of
the Company, including but not limited to transfer or voting of any securities
of the Company, finder's fees, joint ventures, loan or option arrangements, puts
or calls, guarantees of profits, divisions of profits or loss, or the giving or
withholding of proxies.
Item 7. Materials To Be Filed As Exhibits.
There is filed herewith as Exhibit 1 a written agreement relating to the
filing of joint acquisition statements as required by Rule 13d-1(f)(1) under the
Securities Exchange Act of 1934, as amended.
Page 29 of 39 Pages
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: January 11, 2000
/s/ Thomas F. Steyer
----------------------------------------
FARALLON PARTNERS, L.L.C.,
on its own behalf and as General Partner of
FARALLON CAPITAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.,
And TINICUM PARTNERS, L.P.,
By Thomas F. Steyer,
Senior Managing Member
/s/ Thomas F. Steyer
----------------------------------------
FARALLON CAPITAL MANAGEMENT, L.L.C.,
By Thomas F. Steyer,
Senior Managing Member
/s/ Thomas F. Steyer
----------------------------------------
Thomas F. Steyer, individually and as attorney-in-fact
for each of Enrique H. Boilini, David I. Cohen,
Joseph F. Downes, William F. Duhamel, Fleur E. Fairman,
Jason M. Fish, Andrew B. Fremder, Richard B. Fried,
William F. Mellin, Stephen L. Millham, Meridee A. Moore
and Mark C. Wehrly.
The Powers of Attorney, each executed by Boilini, Cohen, Downes, Fairman,
Fish, Fremder, Mellin, Millham and Moore authorizing Steyer to sign and file
this Schedule 13D on each person's behalf, which were filed with Amendment No. 1
to the Schedule 13D filed with the Securities and Exchange Commission on
September 26, 1997, by such Reporting Persons with respect to the Common Stock
of Sphere Drake Holdings Limited, are hereby incorporated by reference. The
Powers of Attorney executed by Duhamel and Fried authorizing Steyer to sign and
file this Schedule 13D on each person's behalf, which were filed with Amendment
No. 1 to the Schedule 13G filed with the Securities and Exchange Commission on
January 13, 1999, by such Reporting Persons with respect to the Callable Class A
Common Shares of CliniChem Development Inc., are hereby incorporated by
reference. The Power of Attorney executed by Mark C. Wehrly authorizing Steyer
to sign and file this Schedule 13D on his behalf, which was filed with Amendment
No. 2 to the Schedule 13D filed with the Securities and Exchange Commission on
January 10, 2000, by such Reporting Person with respect to the Common Shares of
Axogen Limited, is hereby incorporated by reference.
Page 30 of 39 Pages
<PAGE>
ANNEX 1
Set forth below with respect to the Management Company and the General
Partner is the following information: (a) name; (b) address; (c) principal
business; (d) state of organization; and (e) controlling persons. Set forth
below with respect to each managing member of the Management Company and the
General Partner is the following: (a) name; (b) business address; (c) principal
occupation; and (d) citizenship.
1. The Management Company
(a) Farallon Capital Management, L.L.C.
(b) One Maritime Plaza, Suite 1325
San Francisco, California 94111
(c) Serves as investment adviser to various managed accounts
(d) Delaware limited liability company
(e) Managing Members: Thomas F. Steyer, Senior Managing Member;
Enrique H. Boilini, David I. Cohen, Joseph F. Downes, William F.
Duhamel, Jason M. Fish, Andrew B. Fremder, Richard B. Fried,
William F. Mellin, Stephen L. Millham, Meridee A. Moore and Mark
C. Wehrly, Managing Members.
2. The General Partner
(a) Farallon Partners, L.L.C.
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, California 94111
(c) Serves as general partner to investment partnerships
(d) Delaware limited liability company
(e) Managing Members: Thomas F. Steyer, Senior Managing Member;
Enrique H. Boilini, David I. Cohen, Joseph F. Downes, William F.
Duhamel, Fleur E. Fairman, Jason M. Fish, Andrew B. Fremder,
Richard B. Fried, William F. Mellin, Stephen L. Millham, Meridee
A. Moore and Mark C. Wehrly, Managing Members.
3. The Individual Reporting Persons
Except as stated below, each of the Individual Reporting Persons is a
United States citizen whose business address is c/o Farallon Capital
Management, L.L.C., One Maritime Plaza, Suite 1325, San Francisco,
California 94111. Enrique H. Boilini is an Argentinean citizen whose
business address is c/o Farallon Capital Management, L.L.C., 75 Holly Hill
Lane, Greenwich, Connecticut 06830. David I. Cohen is a South African
citizen. The principal occupation of Thomas F. Steyer is serving as senior
managing member of the Management Company and the General Partner. The
principal occupation of Fairman is serving as a managing member of the
General Partner. The principal occupation of each other Individual
Reporting Person is serving as a managing member of both the Management
Company and the General Partner.
Page 31 of 39 Pages
<PAGE>
SCHEDULE A
FARALLON CAPITAL PARTNERS, L.P.
NO. OF SHARES5
PURCHASED (P) PRICE
TRADE DATE OR SOLD (S) PER SHARE6
12-15-99 8,800 (P) $5.13
12-17-99 600 (P) $5.03
12-17-99 2,300 (P) $5.13
- -----------------------
5 All the Shares were acquired as part of the Units at the time of
purchase.
6 As the Shares traded as part of the Units at the time of purchase, the
reported cost is a per Unit cost. For purposes of this Schedule 13D, the net
investment cost attributes all the Unit cost to the related Share.
Page 32 of 39 Pages
<PAGE>
SCHEDULE B
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.
NO. OF SHARES7
PURCHASED (P) PRICE
TRADE DATE OR SOLD (S) PER SHARE8
12-15-99 8,100 (P) $5.13
12-17-99 600 (P) $5.03
12-17-99 2,300 (P) $5.13
- -----------------------
7 All the Shares were acquired as part of the Units at the time of
purchase.
8 As the Shares traded as part of the Units at the time of purchase, the
reported cost is a per Unit cost. For purposes of this Schedule 13D, the net
investment cost attributes all the Unit cost to the related Share.
Page 33 of 39 Pages
<PAGE>
SCHEDULE C
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.
NO. OF SHARES9
PURCHASED (P) PRICE
TRADE DATE OR SOLD (S) PER SHARE10
12-15-99 1,400 (P) $5.13
12-17-99 100 (P) $5.03
12-17-99 400 (P) $5.13
- -----------------------
9 All the Shares were acquired as part of the Units at the time of
purchase.
10 As the Shares traded as part of the Units at the time of purchase, the
reported cost is a per Unit cost. For purposes of this Schedule 13D, the net
investment cost attributes all the Unit cost to the related Share.
Page 34 of 39 Pages
<PAGE>
SCHEDULE D
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.
NO. OF SHARES11
PURCHASED (P) PRICE
TRADE DATE OR SOLD (S) PER SHARE12
12-15-99 1,800 (P) $5.13
12-17-99 200 (P) $5.03
12-17-99 600 (P) $5.13
- ------------------------
11 All the Shares were acquired as part of the Units at the time of
purchase.
12 As the Shares traded as part of the Units at the time of purchase, the
reported cost is a per Unit cost. For purposes of this Schedule 13D, the net
investment cost attributes all the Unit cost to the related Share.
Page 35 of 39 Pages
<PAGE>
SCHEDULE E
TINICUM PARTNERS, L.P.
NO. OF SHARES13
PURCHASED (P) PRICE
TRADE DATE OR SOLD (S) PER SHARE14
12-15-99 500 (P) $5.13
12-17-99 200 (P) $5.13
- ------------------------
13 All the Shares were acquired as part of the Units at the time of
purchase.
14 As the Shares traded as part of the Units at the time of purchase, the
reported cost is a per Unit cost. For purposes of this Schedule 13D, the net
investment cost attributes all the Unit cost to the related Share.
Page 36 of 39 Pages
<PAGE>
SCHEDULE F
FARALLON CAPITAL MANAGEMENT, L.L.C.
NO. OF SHARES15
PURCHASED (P) PRICE
TRADE DATE OR SOLD (S) PER SHARE16
12-15-99 12,600 (P) $5.13
12-17-99 900 (P) $5.03
12-17-99 3,700 (P) $5.13
12-15-99 1,800 (P) $5.13
12-17-99 100 (P) $5.03
12-17-99 500 (P) $5.13
- ------------------------
15 All the Shares were acquired as part of the Units at the time of
purchase.
16 As the Shares traded as part of the Units at the time of purchase, the
reported cost is a per Unit cost. For purposes of this Schedule 13D, the net
investment cost attributes all the Unit cost to the related Share.
Page 37 of 39 Pages
<PAGE>
EXHIBIT INDEX
EXHIBIT 1 Joint Acquisition Statement Pursuant to Rule 13D-
(f)(1)
Page 38 of 39 Pages
<PAGE>
EXHIBIT 1
to
SCHEDULE 13D
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-(f)(1)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him, her or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the other entities or persons, except to the extent that he, she or
it knows or has reason to believe that such information is inaccurate.
Dated: January 11, 2000
/s/ Thomas F. Steyer
----------------------------------------
FARALLON PARTNERS, L.L.C.,
on its own behalf and as General Partner of
FARALLON CAPITAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.,
And TINICUM PARTNERS, L.P.,
By Thomas F. Steyer,
Senior Managing Member
/s/ Thomas F. Steyer
----------------------------------------
FARALLON CAPITAL MANAGEMENT, L.L.C.,
By Thomas F. Steyer,
Senior Managing Member
/s/ Thomas F. Steyer
----------------------------------------
Thomas F. Steyer, individually and as attorney-in-fact
for each of Enrique H. Boilini, David I. Cohen,
Joseph F. Downes, William F. Duhamel, Fleur E. Fairman,
Jason M. Fish, Andrew B. Fremder, Richard B. Fried,
William F. Mellin, Stephen L. Millham, Meridee A. Moore
and Mark C. Wehrly.
Page 39 of 39 Pages
