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OMB APPROVAL
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UNITED STATES OMB Number 3235-0145
SECURITIES AND EXCHANGE COMMISSION Expires: November 30, 1999
WASHINGTON, D.C. 20549 Estimated average burden
hours per response 14.90
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SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
PROTHERICS PLC(1)
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(Name of Issuer)
COMMON STOCK
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(Title of Class Securities)
Not applicable
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(CUSIP Number)
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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).
(1) Under Rule 12g-3 of the Act, Protherics PLC is the successor issuer to
Therapeutic Antibodies Inc. pursuant to a merger between a subsidiary of
Proteus International plc and Therapeutic Antibodies Inc. effective September
15, 1999.
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.
Page 1 of 4 pages
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CUSIP NO. NOT APPLICABLE
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
MARTIN S. BROWN
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
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3. SEC Use Only
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4. Citizenship or Place of Organization UNITED STATES
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Number of 5. Sole Voting Power 4,045,750
Shares Bene- ------------------------------------------------------------
ficially by 6. Shared Voting Power 216,380
Owned by Each ------------------------------------------------------------
Reporting 7. Sole Dispositive Power 4,045,750
Person With: ------------------------------------------------------------
8. Shared Dispositive Power 216,380
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
4,045,130
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (11) 2.7%
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12. Type of Reporting Person (See Instructions) IN
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Page 2 of 4 pages
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ITEM 1.
(a) Name of Issuer: Protherics PLC, a successor issuer to Therapeutic
Antibodies Inc. under Rule 12g-3 of the Act, pursuant to a merger
between a subsidiary of Proteus International plc and Therapeutic
Antibodies Inc., effective September 15, 1999.
(b) Address of Issuer's Principal Executive Offices: Beechfield House,
Lyme Green Business Park, Macclesfield, Cheshire, England SK11 0JL
ITEM 2.
(a) Name of Person Filing: Martin S. Brown
(b) Address of Principal Business Office or, if none, Residence: 1207
17th Avenue South, Suite 103, Nashville, TN 37212
(c) Citizenship: United States
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: Not applicable.
ITEM 3. Not Applicable
ITEM 4. OWNERSHIP
(a) Amount beneficially owned: 4,262,130
(b) Percent of class: 2.7%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 4,045,750
(ii) Shared power to vote or to direct the vote: 216,380
(iii) Sole power to dispose or to direct the disposition of: 4,045,750
(iv) Shared power to dispose or to direct the disposition of: 216,380
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following [X].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
Page 3 of 4 pages
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ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATIONS
(a) Not applicable.
(b) Not applicable.
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.
Feb. 10, 2000
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Date
/s/ Martin S. Brown
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Signature
Martin S. Brown
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Name/Title
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative other than an
executive officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties for whom copies are to be sent.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
Page 4 of 4 pages
