<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
HUMAN GENOME SCIENCES, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
444903108
- --------------------------------------------------------------------------------
(CUSIP Number)
Donald F. Parman, SmithKline Beecham Corporation
One Franklin Plaza, Philadelphia, PA 19102
Telephone 215-751-7633
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 9, 1998
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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).
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 444903108 Page 2 of 6 Pages
This Amendment No. 1 amends and supplements the Statement on Schedule 13D
electronically filed with the Securities and Exchange Commission (the
"Commission") on January 28, 1997 (the "Initial Statement") by SmithKline
Beecham Corporation.
The undersigned hereby amends and supplements Items 4 and 5 of the Initial
Statement by the following information (capitalized terms used herein without
definition shall have the same meaning as set forth in the Initial Statement.
Since the reporting person now holds less than 5% with this filing, further
reporting under Schedule 13D is no longer required.
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 444903108 Page 3 of 6 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SmithKline Beecham Corporation
23-1099050
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)/ /
(b)/ /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 1,105,338
BENEFICIALLY
OWNED BY -------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON None
WITH
-------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,105,338
- -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,105,338
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.95%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
Page 4 of 6 Pages
Item 1. Security and Issuer.
Item 2. Identity and Background.
Item 3. Source and Amount of Funds or Other Consideration.
Item 4. Purpose of Transaction.
SBCorp continues to hold all the securities it has acquired solely for
investment purposes. Based on periodic review of market conditions and its own
financial plans, SBCorp may from time to time sell all or a portion of the
shares in the open market, in privately negotiated transactions or otherwise.
<PAGE> 5
Page 5 of 6 Pages
Item 5. Interest in Securities of the Issuer.
(a) Amount and Percent Beneficially Owned
Registered Name No. of Shares Percent
SmithKline Beecham Corporation 1,105,338 4.95%
(b) Power to Vote and Dispose of Shares
SBCorp has sole voting and investment power to vote and to
dispose of all the shares of Common Stock identified in subparagraph (a) above.
(c) Transactions in the Class of Securities
SBCorp sold 250,000 shares of Common Stock at a price per share
of $42.375 on March 9, 1998.
(d) Right to Receive or Power to Direct the Receipt of Dividends from,
or Proceeds from the Sale of, such Securities
None.
(e) Date on Which Ceased to be Beneficial Owner of More than 5% of
Securities
March 9, 1998.
Item 6. Contracts, Arrangements, Understandings or Relationship with respect
to Securities of the Issuer.
Item 7. Materials to be Filed as Exhibits.
None.
<PAGE> 6
Page 6 of 6 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in the
Statement is true, correct and complete.
SMITHKLINE BEECHAM CORPORATION
By: /s/ Donald F. Parman
------------------------------
Donald F. Parman
Secretary
DATED: March 17, 1998
