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CUSIP No. 87612M108 Page 1 of 8 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
Targeted Genetics Corporation
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
87612M108
(CUSIP Number)
Nicole Vitullo John C. MacMurray, Esq.
Rothschild Asset Management Ltd. Reboul, MacMurray, Hewitt,
Five Arrows House Maynard & Kristol
St. Swithin's Lane 45 Rockefeller Plaza
London EC4N 8NR England New York, New York 10111
Tel. 011-171-280-5000 Tel. (212) 841-5700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 19, 1996
(Date of Event Which Requires
Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d- 1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with this statement / /.
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CUSIP No. 87612M108 Page 2 of 8 Pages
- --------------------------------------------------------------------------------
1) Name of Reporting Person International
S.S. or I.R.S. Identification Biotechnology
No. of Above Person Trust plc
- --------------------------------------------------------------------------------
2) Check the Appropriate Box (a) / /
if a Member of a Group (b) / /
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Source of Funds WC
- --------------------------------------------------------------------------------
5) Check if Disclosure of
Legal Proceedings is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
- --------------------------------------------------------------------------------
6) Citizenship or Place
of Organization United Kingdom
- --------------------------------------------------------------------------------
Number of 7) Sole Voting 1,750,000 shares of
Shares Beneficially Power Common Stock,
Owned by including 300,000
Reporting Person issuable upon
exercise of
Warrants
---------------------------------------------------------
8) Shared Voting
Power -0-
---------------------------------------------------------
9) Sole 1,750,000 shares of
Dispositive Common Stock,
Power including 300,000
issuable upon
exercise of
Warrants
---------------------------------------------------------
10) Shared
Dispositive -0-
Power
---------------------------------------------------------
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CUSIP No. 87612M108 Page 3 of 8 Pages
11) Aggregate Amount Beneficially 1,750,000 shares of
Owned by Each Reporting Person Common Stock,
including 300,000
issuable upon
exercise of
Warrants
- --------------------------------------------------------------------------------
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
- --------------------------------------------------------------------------------
13) Percent of Class
Represented by 10.7%
Amount in Row (11)
- --------------------------------------------------------------------------------
14) Type of Reporting
Person CO
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CUSIP No. 87612M108 Page 4 of 8 Pages
Amendment No. 1 to Schedule 13D
Reference is hereby made to the statement on Schedule 13D originally
filed with the Securities and Exchange Commission on August 1, 1995 (the
"Schedule 13D).
Item 1. Security and Issuer.
This statement relates to the Common Stock, $.01 par value per share
(the "Common Stock"), and the warrants to purchase Common Stock (the "Warrants")
of Targeted Genetics Corporation, a Washington corporation (the "Issuer"). Each
Warrant entitles its holder to purchase one share of Common Stock at an exercise
price of $4.68 per share, subject to adjustment, for a period through and
including July 31, 1997. The Warrants are registered separately from the Common
Stock, under CUSIP No. 87612M116, and trade separately from the Common Stock on
the Nasdaq National Market. The principal executive offices of the Issuer are
located at 1100 Olive Way, Suite 100, Seattle, Washington 98101.
Item 2. Identity and Background.
(a) The undersigned hereby files this Schedule 13D on behalf of
International Biotechnology Trust plc, a corporation organized under the laws of
the United Kingdom ("IBT" or the "Reporting Person"). The name, business address
and occupation of each executive officer and director of IBT is set forth on
Schedule A hereto.
(b) The principal business of IBT is that of a publicly-traded
investment trust company.
(c) IBT's principal business address is Five Arrows House, St.
Swithin's Lane, London EC4N 8NR, England.
(d) Neither IBT nor any of the persons identified in this Item 2 has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) Neither IBT nor any of the persons identified in this Item 2 has,
during the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
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CUSIP No. 87612M108 Page 5 of 8 Pages
Item 3. Source and Amount of Funds or Other Consideration.
This statement relates to the acquisition by IBT of 250,000 shares of
Common Stock (the "Shares") in a secondary offering by the Issuer on the public
market. The Shares were registered under the Securities Act of 1933, as amended,
pursuant to a Registration Statement on Form S-1 filed by the Issuer with the
Securities and Exchange Commission and declared effective on June 20, 1996 (SEC
Registration No. 333-03592). The purchase price paid by IBT was $4.00 per Share,
and the source of such funds was IBT's funds available for investment.
On July 13, 1995 IBT purchased 300,000 Units (the "Units") in a
secondary offering by the Issuer on the public market. Each Unit consisted of
four shares of Common Stock and one Warrant. The Warrants are described in Item
1 above. The Units were registered under the Securities Act of 1933, as amended,
pursuant to a Registration Statement on Form S-1 filed by the Issuer with the
Securities and Exchange Commission and declared effective on July 10, 1995 (SEC
Registration No. 33-94478). The purchase price paid by IBT was $15.00 per Unit,
and the source of such funds was IBT's funds available for investment.
Item 4. Purpose of Transaction.
IBT acquired the Shares and the Units for investment purposes.
Jeremy L. Curnock Cook, Stephan A. Duzan and James D. Grant, Directors
of IBT, are members of the Issuer's Board of Directors. Mr. Cook is also a
Director of Rothschild Asset Management Limited ("RAM"), which, as further
described in Item 6 below, is IBT's discretionary investment manager.
Item 5. Interest in Securities of the Issuer.
(a) Based on a total of 16,073,631 shares of Common Stock outstanding,
and giving effect to the exercise of 300,000 presently exercisable Warrants, IBT
owns 1,750,000 shares of Common Stock, or approximately 10.7% of the Common
Stock outstanding.
(b) IBT has sole power to vote or direct the voting of and to dispose
or to direct the disposition of the shares of Common Stock referred to in
paragraph (a) above.
(c) Except as described in this statement, neither IBT nor any of the
persons identified in Item 2 above has effected
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CUSIP No. 87612M108 Page 6 of 8 Pages
any transaction in the Common Stock or Warrants in the past 60 days.
(d) No other person has the power to direct the receipt of dividends
on, or the proceeds from sales of, the shares of Common Stock owned IBT.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Pursuant to a contractual agreement, IBT has engaged RAM to act as its
discretionary investment manager. Pursuant to such agreement RAM manages the
business and assets of IBT, which includes the authority to make decisions
regarding the acquisition or disposition of portfolio securities by IBT and to
exercise any rights (including voting rights) with respect to such securities.
IBT has the right to terminate RAM's appointment as manager at any time if RAM
is not performing its duties as manager to the satisfaction of the Board of
Directors of IBT.
Item 7. Material to be Filed as Exhibits.
Not Applicable.
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CUSIP No. 87612M108 Page 7 of 8 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: June 30, 1996
INTERNATIONAL BIOTECHNOLOGY
TRUST PLC
By: /s/ Jeremy L. Curnock Cook
--------------------------
Director
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CUSIP No. 87612M108 Page 8 of 8 Pages
SCHEDULE A
EXECUTIVE OFFICERS AND DIRECTORS OF IBT
The business address of each person listed below is c/o Rothschild
Asset Management Limited, Five Arrows House, St. Swithin's Lane, London EC4N
8NR, England. The occupation of each person listed below refers to his
relationship to IBT.
<TABLE>
<CAPTION>
Name Occupation Citizenship
---- ---------- -----------
<S> <C> <C>
John M. Green-Armytage Chairman U.K.
Donald Cecil Deputy U.S.
Chairman
Gary M. Brass Director U.K.
Jeremy L. Curnock Cook Director U.K.
Peter B. Collacott Director U.K.
Stephen A. Duzan Director U.S.
James D. Grant Director U.S.
Howard E. Greene Director U.S.
Dennis M.J. Turner Director U.K.
</TABLE>
