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OMD APPROVAL
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Epoch Pharmaceuticals Inc.
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(Name of Issuer)
Common Stock
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(Title of Class Securities)
294273107
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(CUSIP Number)
David J. Allen, Esquire, 290 South County Farm Rd., Third
Floor, Wheaton, IL 60187-4526 (630) 588-7200
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(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications)
February 2, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because of
Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box /X/.
Note: Schedules filed in paper format shall include a
signed original and five copies of the schedule,
including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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SCHEDULE 13D
CUSIP NO. 294273107 PAGE 2 OF 5 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Grace Brothers, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(See
Instructions)
(a)/ /
(b)/ /
3 SEC USE ONLY
4 SOURCE OF FUNDS(See Instructions)
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)/ /
6 CITIZENSHIP OR PLACE OR ORGANIZATION
ILLINOIS LIMITED PARTNERSHIP
7 SOLE VOTING POWER
NUMBER OF 5,030,193 SHARES
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 5,030,193 SHARES
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,030,193 SHARES
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES(See Instructions)/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.9%
14 TYPE OF REPORTING PERSON*
BD,PN
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Page 3 of 5 Pages
Item 1. Security and Issuer
This statement relates to the common stock, par value $.01
per share (the "Common Stock"), issued by Epoch
Pharmaceutical, Inc., a Delaware corporation (the "Company"),
whose principal executive offices are located at 1725 220th
Street, Southeast, No.104, Botthel, WA 98021.
Item 2. Identity and Background
(a) The statement is filed by Grace Brothers, Ltd., an
Illinois limited partnership ("Grace"). The foregoing
persons are hereafter referred to as the "Filers". Bradford
T. Whitmore ("Whitmore") and Spurgeon Corporation
("Spurgeon") are the general partners of Grace.
(b) The business address of Grace and Whitmore is 1560
Sherman Avenue, Suite 900, Evanston, Illinois 60201. The
business address of Spurgeon is 290 South County Farm Road,
Third Floor, Wheaton, Illinois 60187.
(c) The principal business of Grace is to purchase, sell,
invest and trade in securities. Whitmore's principal
occupation is that of being a general partner of Grace. The
principal business of Spurgeon is that of being a general
partner of Grace. The names, business addresses, and present
principal occupation or employment of each director and
executive officer of Spurgeon are set forth in Exhibit A
hereto.
(d) None of the persons referred to in this Item 2 has,
during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the persons referred to in this Item 2 has,
during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is
subject to a judgement, 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) Grace is an Illinois limited partnership and Spurgeon is
an Illinois Corporation. Whitmore is a citizen of the United
States.
Item 3. Source and Amount of Funds
The Common Stock beneficially owned by Grace was purchased
with working capital and partnership funds.
Item 4.Purpose of Transaction
Grace previously reported its position in the Company on
Schedule 13G. This position is now being reported on this
Schedule 13D as a result of a request made by Grace on
February 2, 1999 to the Company to allow for a representative
of Grace to serve as a board observer to the Company's Board
of Directors. The Company has agreed to this request.
Except as set forth in this Item 4, Grace does not have any
present plans or proposals which would result in any of the
actions enumerated in clauses (a) - (j) of Item 4 of Schedule
13D under the Act.
Item 5. Interest in Securities of the Issuer.
(a) As of the date of this filing, Grace owns 5,030,193
shares of Common Stock, representing approximately 33.9% of
the outstanding shares of Common Stock.
(b) Grace has the sole power to vote and dispose of the
Common Stock.
(c) There have been no transactions in the Common Stock by
the Filers during the period from November 2, 1998 to
February 2, 1999.
(d) No person other than Grace is known to have the right to
receive, or the power to direct the receipt of, dividends
from or the proceeds from the sale of such shares of Common
Stock.
(e) Not applicable.
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Page 4 of 5 Pages
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings or other
relationships with respect to any securities of the Company.
Item 7. Items to be filed as Exhibits.
Exhibit A
SIGNATURE
Grace Brothers, Ltd., after reasonable inquiry and to the
best of its knowledge and belief, certifies that the
information set forth in this statement is true, complete and
correct.
Dated: February 9, 1999
Grace Brothers, Ltd.
By:/s/ Bradford T. Whitmore
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Bradford T. Whitmore
General Partner
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EXHIBIT A
Directors and Executive Officers of Spurgeon Corporation
Robert D. Van Kampen
101 Washington St.
Suite 770
Grand Haven, MI 49417-0070
Sole Shareholder Director and President of Spurgeon.
Sole Trustee of Robert D. Van Kampen Trust which is Manager
of Van Kampen Asset Management Company, LLC.
David J. Allen
290 South County Farm Road
Third Floor
Wheaton, IL 60187
Vice President and Secretary of Spurgeon. Senior Vice
President and General Counsel of Van Kampen Asset Management
Company, LLC.
Jerald A. Trannel
290 South County Farm Road
Third Floor
Wheaton, IL 60187
Vice President and Treasurer of Spurgeon. Controller of
Grace Brothers, Ltd. and Senior Vice President and Treasurer
of Van Kampen Asset Management Company, LLC.
All are United States Citizens.
The business address of Van Kampen Asset Management Company,
LLC is 290 South County Farm Road, Third Floor, Wheaton, Il
60187. The principal business of Van Kampen Asset Management
Company LLC is investment and asset management.
