OMB APPROVAL
OMB Number: 3235-0145
Expires: November 30, 2002
Estimated average burden
hours per response...11.00
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4 )*
Targeted Genetics Corporation
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
--------------------------------------------------------------------------------
(Title of Class of Securities)
87612M108
-------------------------------------
(CUSIP Number)
Stephen Cunningham David W. Tegeler, Esq.
Schroder Investment Management Limited Testa, Hurwitz & Thibeault, LLP
31 Gresham Street 125 High Street
London, EC2V 7QA, England Boston, MA 02110
+44 (0) 20 7658-6000 (617) 248-7000
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 3, 2002
----------------------------------------------------------
(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 ss.ss.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 ss.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 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).
SCHEDULE 13D
------------------- ------------------
CUSIP NO. 87612M108 Page 2 of 10 Pages
------------------- ------------------
------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
International Biotechnology Trust plc
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [_]
(b) [_]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
Not Applicable
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
Not Applicable
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United Kingdom
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF -0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 3,670,100 shares of common stock, $.01 par value per
share ("Common Stock") which includes 1,000,000
shares of Common Stock issuable upon exercise of a
certain warrant.
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
3,670,100 shares of Common Stock which includes
1,000,000 shares of Common Stock issuable upon
exercise of a certain warrant.
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,670,100 shares of Common Stock which includes 1,000,000 shares of
Common Stock issuable upon exercise of a certain warrant.
------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 (SEE INSTRUCTIONS)
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.17%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
CO
------------------------------------------------------------------------------
SCHEDULE 13D
------------------- ------------------
CUSIP NO. 87612M108 Page 3 of 10 Pages
------------------- ------------------
------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Schroder Investment Management Limited
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [_]
(b) [_]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
Not Applicable
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
Not Applicable
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United Kingdom
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF -0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 3,670,100 shares of Common Stock which includes
1,000,000 shares of Common Stock issuable upon
exercise of a certain warrant.
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
3,670,100 shares of Common Stock which includes
1,000,000 shares of Common Stock issuable upon
exercise of a certain warrant.
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,670,100 shares of Common Stock which includes 1,000,000 shares of
Common Stock issuable upon exercise of a certain warrant.
------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 (SEE INSTRUCTIONS)
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.17%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
CO
------------------------------------------------------------------------------
SCHEDULE 13D
------------------- ------------------
CUSIP NO. 87612M108 Page 4 of 10 Pages
------------------- ------------------
------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Tom Daniel
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [_]
(b) [_]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
Not Applicable
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
Not Applicable
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United Kingdom
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF -0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 3,670,100 shares of Common Stock which includes
1,000,000 shares of Common Stock issuable upon
exercise of a certain warrant.
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,670,100 shares of Common Stock which includes 1,000,000 shares of
Common Stock issuable upon exercise of a certain warrant.
------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 (SEE INSTRUCTIONS)
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.17%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
IN
------------------------------------------------------------------------------
SCHEDULE 13D
------------------- ------------------
CUSIP NO. 87612M108 Page 5 of 10 Pages
------------------- ------------------
------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Kate Bingham
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [_]
(b) [_]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
Not Applicable
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
Not Applicable
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United Kingdom
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF -0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 3,670,100 shares of Common Stock which includes
1,000,000 shares of Common Stock issuable upon
exercise of a certain warrant.
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,670,100 shares of Common Stock which includes 1,000,000 shares of
Common Stock issuable upon exercise of a certain warrant.
------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 (SEE INSTRUCTIONS)
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.17%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
IN
------------------------------------------------------------------------------
SCHEDULE 13D
------------------- ------------------
CUSIP NO. 87612M108 Page 6 of 10 Pages
------------------- ------------------
------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Eva Haas
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [_]
(b) [_]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
Not Applicable
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Germany
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF -0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 3,670,100 shares of Common Stock which includes
1,000,000 shares of Common Stock issuable upon
exercise of a certain warrant.
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
3,670,100 shares of Common Stock which includes
1,000,000 shares of Common Stock issuable upon
exercise of a certain warrant.
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,670,100 shares of Common Stock which includes 1,000,000 shares of
Common Stock issuable upon exercise of a certain warrant.
------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 (SEE INSTRUCTIONS)
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.17%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
IN
------------------------------------------------------------------------------
Amendment No. 4 to Schedule 13D
This Schedule 13D Amendment No. 4 ("Amendment No. 4") is an amendment to
the Schedule 13D that was filed with the Securities and Exchange Commission
("SEC") on August 1, 1995 and amended by Schedule 13D Amendment No. 1 filed with
the SEC on July 16, 1996, Schedule 13D Amendment No. 2 filed with the SEC on May
7, 1998 and Schedule 13D Amendment No. 3 filed with the SEC on May 3, 2001
(together, the "Original 13D") on behalf of International Biotechnology Trust
plc. This Amendment No. 4 relates to the disposition by IBT of 539,900 shares of
Common Stock in sales in the open market during the period from November 7, 2002
through December 3, 2002. IBT sold 5,000 shares on November 7, 2002, 25,000
shares on November 8, 2002, 8,300 shares on November 11, 2002, 3,200 shares on
November 12, 2002, 5,300 shares on November 13, 2002, 15,600 shares on November
18, 2002, 337,600 shares on November 25, 2002, 44,900 shares on November 27,
2002, 30,000 shares on November 29, 2002, 30,000 shares on December 2, 2002 and
35,000 shares on December 3, 2002.
Unless otherwise noted, the information contained in this Amendment No. 4
amends and restates the items below as previously disclosed in the Original 13D.
Capitalized terms not defined in this Amendment No. 4 shall have their
respective meanings as set forth in the Original 13D.
Item 1. Security and Issuer:
This statement relates to the Common Stock, $.01 par value per share (the
"Common Stock") and a certain warrant to purchase 1,000,000 shares of Common
Stock (the "Warrant") of Targeted Genetics Corporation, a Washington corporation
(the "Issuer"). The Warrant entitles IBT to purchase 1,000,000 shares of Common
Stock at an exercise price of $2.00 per share and expires on April 17, 2003. The
principal executive offices of the Issuer are located at 1100 Olive Way, Suite
100, Seattle, Washington 98101.
Item 2. Identity and Background:
(a) This statement is being filed by the following Reporting Persons:
International Biotechnology Trust plc ("IBT"), Schroder Investment Management
Limited ("SIML"), Tom Daniel ("Daniel"), Kate Bingham ("Bingham") and Eva Haas
("Haas," and collectively with IBT, SIML, Daniel and Bingham, the "Reporting
Persons").
(b) The principal business office of the Reporting Persons is 31 Gresham
Street, London, EC2V 7QA, England.
(c) The jurisdiction of organization for IBT and SIML is the United
Kingdom. Daniel and Bingham are citizens of the United Kingdom. Haas is a
citizen of Germany.
(d) The principal business of IBT is that of a publicly-traded investment
trust company. The principal business of SIML is that of an investment manager.
The principal occupation of Daniel, Bingham and Haas are their activities on
behalf of SIML and IBT.
(e) During the five years prior to the date hereof, none of the Reporting
Persons have been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(f) During the five years prior to the date hereof, none of the Reporting
Persons were a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction as a result of which such person was or is subject to
a judgment, decree or final order enjoining future violations of or prohibiting
or mandating activity 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:
Not Applicable
Item 4. Purpose of Transaction:
Not Applicable. This Amendment No. 4 relates to the disposition by IBT of
539,900 shares of Common Stock in sales in the open market during the period
from November 7, 2002 through December 3, 2002. IBT sold 5,000 shares on
November 7, 2002, 25,000 shares on November 8, 2002, 8,300 shares on November
11, 2002, 3,200 shares on November 12, 2002, 5,300 shares on November 13, 2002,
15,600 shares on November 18, 2002, 337,600 shares on November 25, 2002, 44,900
shares on November 27, 2002, 30,000 shares on November 29, 2002, 30,000 shares
on December 2, 2002 and 35,000 shares on December 3, 2002.
Item 5. Interest in Securities of the Issuer:
(a) As of December 3, 2002, IBT was the record owner of 2,670,100 shares of
Common Stock and holds a Warrant to purchase 1,000,000 shares of Common Stock of
the Issuer which is exercisable within 60 days of the date of this Amendment No.
4. On an as converted basis, IBT owns 3,670,100 shares of Common Stock (the
"Record Shares"), or approximately 7.17% of the Common Stock of the Issuer,
which percentage is calculated based upon 50,184,407 shares of Common Stock
known to be outstanding by the Issuer as of a recent date plus 1,000,000 shares
of Common Stock - - the number of shares of Common Stock the Reporting Persons
have the right to acquire within 60 days of December 3, 2002. By virtue of the
contractual relationship between IBT and SIML and the affiliate relationships
among SIML, Daniel, Bingham and Haas, each of SIML, Daniel, Bingham and Haas may
be deemed to own beneficially all of the Record Shares. Hence, SIML, Daniel,
Bingham and Haas may be deemed to own 3,670,100 shares of Common Stock of the
Issuer. In its capacity as discretionary investment manager of IBT, SIML may be
deemed to own beneficially 3,670,100 shares of Common Stock. In their capacity
as members of the investment committee of Schroder Ventures Life Sciences
Advisers (UK) Limited ("SVLSAL") which advises SIML, who have authority to vote
or direct the vote of the Record Shares, Daniel and Bingham may be deemed to own
beneficially 3,670,100 shares of Common Stock. In her capacity as fund manager
of IBT, Haas may be deemed to own beneficially 3,670,100 shares of Common Stock.
Each of the Reporting Persons expressly disclaims beneficial ownership of
any shares of Common Stock of the Issuer, except in the case of IBT for the
3,670,100 shares which it holds of record.
(b) Number of Shares as to which each such person has
(i) Sole power to vote or direct the vote:
0 shares for each Reporting Person.
(ii) Shared power to vote or direct the vote:
3,670,100 shares for each Reporting Person
(iii) Sole power to dispose or to direct the disposition:
0 shares for each Reporting Person.
(iv) Shared power to dispose or to direct the disposition:
IBT: 3,670,100 shares
SIML: 3,670,100 shares
Haas: 3,670,100 shares
(c) Except as set forth above, none of the Reporting Persons has effected
any transaction in the Common Stock during the last 60 days.
(d) Except as described in Item 6 below, no other person is known to have
the right to receive or the power to direct the receipt of dividends from, or
any proceeds from the sale of, shares beneficially owned by any of the Reporting
Persons.
(e) Not Applicable.
Item 6. Contracts, arrangements, Understandings or Relationships With Respect to
Securities of the Issuer
Pursuant to a contractual agreement dated as of November 7, 2000, IBT has
engaged SIML to act as its discretionary investment manager. Pursuant to such
agreement, SIML 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 SIML's
appointment as manager at any time if SIML commits a material breach of its
obligations under the agreement and, if its breach is capable of remedy, fails
to make good the breach within 90 days of receipt of notice from IBT requiring
it to do so. Daniel and Bingham, in their capacity as members of the investment
committee of SVLSAL which advises SIML, have the ability to direct the vote with
respect to the portfolio securities held by IBT. Haas, in her capacity as fund
manager of IBT, has the ability to direct the vote with respect to the portfolio
securities held by IBT and to make investment decisions regarding the
acquisition or disposition of portfolio securities by IBT.
Item 7. Material to be Filed as Exhibits:
Exhibit 1 - Agreement regarding filing of joint Schedule 13D
Exhibit 2 - Power of Attorney
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
Dated: December 6, 2002 INTERNATIONAL BIOTECHNOLOGY TRUST PLC
By: /s/ Andrew Barker
-----------------------------------
Title: Director
--------------------------------
SCHRODER INVESTMENT MANAGEMENT LIMITED
By: /s/ John Spedding
-----------------------------------
Title: Secretary
--------------------------------
/s/ Tom Daniel
---------------------------------------
Tom Daniel
/s/ Kate Bingham
---------------------------------------
Kate Bingham
/s/ Eva Haas
---------------------------------------
Eva Haas
Exhibit 1
Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, the
undersigned hereby agree that only one statement containing the information
required by Schedule 13D need be filed with respect to the ownership by each of
the undersigned of shares of stock of Targeted Genetics Corporation.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original.
Executed this 6th day of December, 2002.
INTERNATIONAL BIOTECHNOLOGY TRUST PLC
By: /s/ Andrew Barker
----------------------------------
Title: Director
-------------------------------
SCHRODER INVESTMENT MANAGEMENT LIMITED
By: /s/ John Spedding
----------------------------------
Title: Secretary
-------------------------------
/s/ Tom Daniel
--------------------------------------
Tom Daniel
/s/ Kate Bingham
--------------------------------------
Kate Bingham
/s/ Eva Haas
--------------------------------------
Eva Haas
Exhibit 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints each and any of Tom Daniel, Kate Bingham
or Eva Haas, acting singly, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities (until revoked in
writing) to sign any and all instruments, certificates and documents required to
be executed on behalf of himself or herself pursuant to sections 13 and 16 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any
and all regulations promulgated thereunder, and to file the same, with all
exhibits thereto, and any other documents in connection therewith, with the
Securities and Exchange Commission, and with any other entity when and if such
is mandated by the Exchange Act or by the By-laws of the National Association of
Securities Dealers, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
fully to all intents and purposes as he might or could do in person thereby
ratifying and confirming all that said attorney-in-fact and agent, or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 6th day of
December, 2002.
/s/ Tom Daniel
--------------------------------------
Tom Daniel
/s/ Kate Bingham
--------------------------------------
Kate Bingham
/s/ Eva Haas
--------------------------------------
Eva Haas