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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Coulter Pharmaceutical, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
222116105
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(CUSIP Number)
Sue Van
c/o H. Randolph Williams, Esq.
Williams & Lee LLC
330 North Michigan Avenue
Suite 728
Chicago, Illinois 60601
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(Name, Address and Telephone Number
of Person Authorized to Receive Notices and Communications)
Copy to:
Laura G. Coulter-Jones
Joseph R. Coulter, III
National Resorts, Inc.
9130 South Dadeland Blvd.
II Datran Center
Suite 1113
Miami, Florida 33158
10/31/97
-------------------------------------------------------
(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 |_|.
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.
SEC 1746(12-91)
<PAGE>
SCHEDULE 13D
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CUSIP NO. 222116105 PAGE OF PAGES
- -------------------------- --------------------------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Coulter Family Limited Partnership.
I.R.S. identification number: 65-0485885
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
The Wallace H. Coulter Trust (the "WHC Trust") and the
Joseph R. Coulter Jr. Trust (the "JRC Trust") are the (b) |X|
co-general partners of the reporting person. The Wallace H.
Coulter Charitable Remainder Unitrust (the "WHC CRUT"), an
affiliate of the WHC Trust (Sue Van is the trustee of each
of the WHC CRUT and the WHC Trust and such trusts have a
common beneficiary), and the JRC Trust own 389,166 and
326,166 shares of the Common Stock of the Issuer,
respectively. The reporting person, the WHC CRUT and the
JRC Trust are not filing as a group because the Trustee of
the WHC CRUT has sole dispositive power over the shares of
the Issuer held by it, and the co-Trustees of the JRC Trust
have sole dispositive power of the shares of the Issuer
held by it. On the other hand, decisions with respect to
the shares of the reporting person can only be made upon
consensus of the Trustees of each of the WHC Trust and the
JRC Trust.
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
The reporting person, formerly a stockholder of Coulter
Corporation, received the securities as a dividend paid
upon the shares of Coulter Corporation's stock in
connection with the sale of the stock of Coulter
Corporation to Beckman Instruments, Inc.
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
The reporting person is a Florida Limited Partnership. Each
of its general partners, the WHC Trust and the JRC Trust,
is a trust organized under the laws of the State of
Florida. The Trustee of the WHC Trust is Sue Van, an
individual. The co-Trustees of the JRC Trust are Laura G.
Coulter-Jones, an individual, and Joseph R. Coulter III, an
individual.
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 951,334
OWNED BY ------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON ------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
951,334
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
951,334 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.18%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this Statement on Schedule 13D
relates is the Common Stock (the "Securities") of Coulter Pharmaceutical, Inc.,
a Delaware corporation (the "Issuer"), with its principal executive offices
located at 550 California Avenue, Suite 200, Palo Alto, CA 94036.
ITEM 2. IDENTITY AND BACKGROUND
The Coulter Family Limited Partnership is a Florida limited partnership
primarily engaged in the business of holding investments of the Coulter family.
Its business address is c/o its general partners, which are trusts which have
the addresses of their respective trustees.
Coulter Family Limited Partnership
c/o Wallace H. Coulter Trust (the "WHC Trust")
c/o Sue Van, Trustee
c/o H. Randolph Williams, Esq.
Williams & Lee LLC
333 North Michigan Avenue
Suite 728
Chicago, Illinois 60601
c/o Joseph R. Coulter, Jr. Trust (the "JRC Trust")
c/o Laura G. Coulter-Jones, Co-Trustee
1121 Starling Avenue
Miami Springs, FL 33166 and
c/o Joseph R. Coulter III, Co-Trustee
260 Huntinglodge Drive
Miami Springs, FL 33166
As of the date of this statement, Sue Van, Laura G. Coulter-Jones and
Joseph R. Coulter III have recently resigned their positions as the executive
officers of Coulter Corporation but remain employees of Coulter Corporation,
working in a transitional capacity. The business address for each of Sue Van,
Laura G. Coulter-Jones and Joseph R. Coulter III is as follows:
Coulter Technology Center
11800 Southwest 147th Avenue
Miami, Florida 33196-2500
During the last five years, neither the reporting person nor, to the best
knowledge of the reporting person, any of its general partners, directors or any
of the trustees of the general partners has been convicted in a criminal
proceeding (excluding traffic violations or similar criminal misdemeanors) or
was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or State securities laws or finding
any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The reporting person, formerly a stockholder of Coulter Corporation,
received the Securities as a dividend paid upon the shares of Coulter
Corporation's stock in connection with the sale of the stock of Coulter
Corporation to Beckman Instruments, Inc.
ITEM 4. PURPOSE OF TRANSACTION
The reporting person has acquired the Securities for the purpose of making
an investment in the Issuer and not with the present intention of acquiring
control of the Issuer's business.
The reporting person from time to time intends to review its investment in
the Issuer on the basis of various factors, including the Issuer's business,
financial condition, results of operations and prospects, general economic and
industry
<PAGE>
conditions, the securities markets in general and those for the Issuer's
securities in particular, as well as other developments and other investment
opportunities. Based upon such review, the reporting person will take such
actions in the future as the reporting person may deem appropriate in light of
the circumstances existing from time to time. Depending on market and other
factors, the reporting person may determine to dispose of some or all of the
Securities currently owned by the reporting person or otherwise acquired by the
reporting person either in the open market or in privately negotiated
transactions.
As of the date of this statement, the reporting person has no plans or
proposals with respect to the Issuer that could relate to or could result in any
of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The reporting person acquired 951,334 shares of Common Stock of the Issuer,
approximately 9.18% of the total number of shares outstanding as of October 30,
1997. The reporting person has sole power to vote or to direct the vote and sole
power to dispose or direct the disposition of all 951,334 shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
N/A.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
N/A.
<PAGE>
After reasonable inquiry and to the best of my knowledge and belief, I
certify the information set forth in this statement is true, complete and
correct.
December 12, 1997
---------------------------------
(Date)
/s/ Sue Van
---------------------------------
Name: Sue Van
Title: Trustee, Wallace H. Coulter Charitable
Remainder Unitrust, general partner of the
Coulter Family Limited Partnership
/s/ Laura G. Coulter-Jones
---------------------------------
Name: Laura G. Coulter-Jones
Title: Co-Trustee, Joseph R. Coulter, Jr. Trust,
general partner of the Coulter Family
Limited Partnership
/s/ Joseph R. Couter, III
---------------------------------
Name: Joseph R. Coulter, III
Title: Co-Trustee, Joseph R. Coulter, Jr. Trust,
general partner of the Coulter Family
Limited Partnership
