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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _______)*
NEOPHARM, INC.
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(Name of Issuer)
Common Stock, $0.0002145
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(Title of Class of Securities)
640919106
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(CUSIP Number)
Mr. Kevin Harris, 225 East Deerpath Road, Lake Forest, IL 60045 (847) 295-8665
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(Name, Address and Telephone Number of the Person
Authorized to Receive Notices and Communications)
February 18, 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 that is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-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 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 its 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).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTROL NUMBER.
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CUSIP No. 640919106
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
EJ Financial/NEO Management, L.P 36-4276323
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): 00
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship of Place of Organization: Delaware
7. Sole Voting Power: 904,812 (See Items 5 and 6)
Number of
Shares Beneficially 8. Number of Shares Beneficially. Owned by Each
Owned by Each Reporting Person with Shared Voting Power: 0
Reporting Person
with: 9. Sole Dispositive Power: 904,812 (See Items 5 and 6)
10. Shared Dispositive Power: 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 904,812
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions):
....................................................................
13. Percent of Class Represented by Amount in Row (11): 10.8%
14. Type of Reporting Person (See Instructions): PN
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CUSIP No. 640919106
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
John N. Kapoor
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): 00 .............................
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
....................................................................
6. Citizenship of Place of Organization: United States
7. Sole Voting Power: 2,136,875 (See Items 5 and 6)
Number of
Shares Beneficially 8. Number of Shares Beneficially. Owned by Each
Owned by Each Reporting Person with Shared Voting Power: 0
Reporting Person
with: 9. Sole Dispositive Power: 2,136,875 (See Items 5 and 6)
10. Shared Dispositive Power: 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,136,875
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions):
....................................................................
13. Percent of Class Represented by Amount in Row (11): 24.7%
14. Type of Reporting Person (See Instructions): IN
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ITEM 1:
This statement is being jointly filed by EJ Financial/Neo Management, L.P.
(the "Limited Partnership") and the Managing General Partner of the Limited
Partnership, John N. Kapoor ("Kapoor") and relates to the Common Stock, par
value $.0002145 of NeoPharm, Inc., (the "Company" or "Issuer") the
principal office of which is located at 100 Corporate North, Suite 215,
Bannockburn, Illinois 60015.
ITEM 2:
(i) The Limited Partnership, a Delaware limited partnership, was organized in
December, 1998 for the purpose of acquiring, owning, managing and selling
property for investment purposes. The principal office of the Limited
Partnership is 225 East Deerpath Road, Suite 250, Lake Forest, Illinois
60015. Within the least five years, the Limited Partnership has not been
convicted of any criminal proceeding nor been subject to any final order
or decree 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.
(ii) (a) John N. Kapoor
(b) 225 East Deerpath Road, Suite 250, Lake Forest, Illinois 60015
(c) President of EJ Financial Investments, Inc., 225 East Deerpath Road,
Lake Forest, Illinois
(d) No
(e) No
(f) United States
ITEM 3:
The limited partners of Limited Partnership have each given notes (the
"Notes") in the aggregate amount of $9,149,798.25 to the John N. Kapoor
Trust dtd 9/20/89, (the "Trust") of which Kapoor is the sole Trustee and
sole beneficiary. The Notes will be repaid from the outside resources of
limited partners of the Limited Partnership.
ITEM 4:
The Limited Partnership has acquired 904,812 shares of the Issuer's common
stock (the "Shares") from the Trust, of which Kapoor is the sole
beneficiary and sole trustee. Kapoor is also the Managing General Partner
of the Limited Partnership with sole power to vote and to sell the Shares.
The Editha Kapoor 1995 Trust, of which Kapoor's spouse, Editha Kapoor is
the sole trustee, is also named as a general partner, but has no authority
to bind the Limited
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Partnership nor to act on its behalf. The purpose of the transaction was
to facilitate certain estate planning actions on behalf of Kapoor by
transferring the Shares from the Trust to the Limited Partnership, the
limited partners of which are all individuals or trusts established for
individuals who have a family relationship with Kapoor or Kapoor's spouse.
The Shares have been acquired for investment purposes only. Although the
Reporting Persons have not formulated any definitive plans, they may from
time to time acquire, or dispose of, common stock and/or other securities
of the Issuer if and when they deem it appropriate. The Reporting Persons
may formulate other purposes, plans or proposals relating to any of such
securities of the Issuer to the extent deemed advisable in light of market
conditions, investment policies and other factors. Except as indicated in
this Schedule 13D, the Reporting Persons have no current plans or
proposals which would relate to or would result in any of the matters
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5 - INTEREST AND SECURITIES OF THE ISSUER
(a) The Limited Partnership is the record and beneficial owner as of
February 28, 1999 of 904,812 shares of the Issuer's common stock.
Kapoor, being the Managing General Partner of the Limited Partnership,
is also deemed to be the beneficial owner of such 904,812 shares. In
addition, Kapoor, through the John N. Kapoor Trust, dated 9/20/98 (the
"Trust") of which he is the sole beneficiary and sole trustee, owns an
additional 620,059 shares as well as an additional 287,004 shares
which the Trust has the currently exercisable right to acquire
pursuant to warrants issued by the Issuer. The John N. Kapoor
Charitable Trust, of which John N. Kapoor is a trustee, owns 300,000
shares. Finally, Kapoor, has a currently exercisable right to acquire
up to an additional 25,000 shares of NeoPharm common stock pursuant to
an option issued by the Company which became exercisable on August 13,
1998. Accordingly, pursuant to Rule 13d-3 under the Exchange Act, as
of the date hereof, the Limited Partnership would be deemed beneficial
owner of 904,812 shares of NeoPharm common stock. Based on the number
of shares of Issuer's common stock outstanding as of February 28,
1999, such 904,812 shares represents approximately 10.8% of the
Issuer's issued and outstanding common stock. In addition, Kapoor,
again in accordance with Rule 13d-3 as of February 28, 1999 would be
deemed beneficial owner of 2,136,875 shares which constitute, based on
the number of shares of NeoPharm common stock outstanding as of
February 28, 1999, approximately 24.7% of the NeoPharm common stock
assuming exercise of the warrant and the option. Kapoor disclaims
ownership of the shares held by the John N. Kapoor Charitable Trust.
(b) The number of shares of Issuer common stock which each Reporting Person
has:
1. Limited Partnership.
(i) Sole voting power: 904,812
(ii) Shared voting power: 0
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(iii) Sole dispositive power: 904,812
(iv) Shared dispositive power: 0
2. Kapoor(1)
(i) Sole voting power: 2,136,875
(ii) Shared voting power: 0
(iii) Sole dispositive power: 2,136,875
(iv) Shared dispositive power: 0
(c) The following transactions were made in the 60 days prior to February 28,
1999.
1. On February 18, 1999 the Limited Partnership acquired 904,812 shares
of the Issuer's common stock in a private transaction as described in
Item 4 above.
2. On February 25, 1999, the John N. Kapoor 1994-A Annuity Trust (the
"Annuity Trust") of which Editha Kapoor (Kapoor's spouse) is the sole
trustee, transferred 766 shares of the Issuer's common stock to the
John N. Kapoor Trust, of which Kapoor is sole beneficiary and trustee,
in satisfaction of an annuity payment of $6,223. The price per share
was $8.125 per share.
(d) Not applicable.
(e) Not applicable.
ITEM 6 - CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
There is no contract, arrangement, understanding or relationship
between the reporting parties and any other person with respect to the
Securities of the Issuer.
______________________________
(1) The amounts shown for Kapoor do not include approximately 1,549,687
shares which are held by the John N. Kapoor Annuity 1994-A Trust of which the
sole Trustee is Editha Kapoor, Kapoor's spouse, and 310,848 shares held by
various trusts established for the benefit of Kapoor's children and of which
the sole trustee is Kapoor's spouse, Editha Kapoor. Kapoor has no voting or
dispositive power with respect to such shares and, in accordance with Rule
13d-3, has no beneficial interest in such shares.
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ITEM 7 - MATERIAL TO BE FILED AS EXHIBITS
Exhibit A - Copy of an Agreement between the Limited Partnership and Kapoor to
file this Statement on Schedule 13D on behalf of each of them.
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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: February 18, 1999
Chicago, Illinois
E.J. FINANCIAL/NEO MANAGEMENT, L.P.
BY:
--------------------------------
JOHN N. KAPOOR
Its Managing General Partner
DATED: February 18, 1999
Chicago, Illinois --------------------------------
JOHN N. KAPOOR
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EXHIBIT A
AGREEMENT
TO
JOINTLY FILE SCHEDULE 13D
The undersigned hereby agree to jointly prepare and file with regulatory
authorities a Schedule 13D and any future amendments thereto reporting each of
the undersigned's ownership of Securities of NeoPharm, Inc. and hereby affirm
that such Schedule 13D is being filed on behalf of each of the undersigned.
DATED: February 18, 1999
Chicago, Illinois E.J. FINANCIAL/NEO MANAGEMENT L.P.
BY:
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JOHN N. KAPOOR
Its Managing General Partner
DATED: February 18, 1999
Chicago, Illinois
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JOHN N. KAPOOR
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