SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 2049
___________________________________________
SCHEDULE 13D/A2 (Amendment No. 2)*
Under the Securities Exchange Act of 1934
Targeted Genetics Corporation
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
87612M108
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(CUSIP Number)
William F. Daniel
Elan Corporation, plc
Lincoln House
Lincoln Plaza
Dublin 2, Ireland
(353) 1-709-4000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 31, 2004
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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 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 Rule 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).
Page 1 of 12
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CUSIP No. 249908-10-4
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(1) NAME OF REPORTING PERSONS
Elan Corporation, plc
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
N/A
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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) SOURCE OF FUNDS (See Instructions)
WC, OO
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(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Ireland
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Number of (7) SOLE VOTING POWER
Shares 0
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Beneficially (8) SHARED VOTING POWER
Owned 12,064,882
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by Each (9) SOLE DISPOSITIVE POWER
Reporting 0
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Person With (10) SHARED DISPOSITIVE POWER
12,064,882
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,064,882
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.8%
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(14) TYPE OF REPORTING PERSON (See Instructions)
CO
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Page 2 of 12
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CUSIP No. 249908-10-4
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(1) NAME OF REPORTING PERSONS Elan International Services, Ltd.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
N/A
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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
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS (See Instructions)
WC, OO
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(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
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Number of (7) SOLE VOTING POWER
Shares 0
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Beneficially (8) SHARED VOTING POWER
Owned 12,064,882
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by Each (9) SOLE DISPOSITIVE POWER
Reporting 0
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Person With (10) SHARED DISPOSITIVE POWER
12,064,882
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,064,882
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.8%
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(14) TYPE OF REPORTING PERSON (See Instructions)
CO
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Page 3 of 12
Item 1. Security and Issuer.
Item 1 of the Schedule 13D is hereby amended and restated in its entirety
as follows:
This Amendment No. 2 amends the Schedule 13D filed with the Securities and
Exchange Commission (the "Commission") on August 9, 1999 by Elan International
Services, Ltd. ("EIS"), a Bermuda exempted limited liability company and
wholly-owned subsidiary of Elan Corporation, plc ("Elan"), an Irish public
limited company, as amended by the Schedule 13D/A1 filed with the Commission on
November 5, 2003 (the "Schedule 13D"), with respect to the Common Stock, par
value $.01 per share (the "Common Stock"), of Targeted Genetics Corporation (the
"Issuer"), a Washington corporation whose principal offices are located at 1100
Olive Way, Suite 100, Seattle, Washington 98101.
Item 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended and restated in its entirety
as follows:
This Schedule 13D is filed by Elan and EIS. Elan's principal place of
business is Lincoln House, Lincoln Place Dublin 2, Ireland. Elan is a worldwide
pharmaceutical company. EIS's principal place of business is 102 St. James
Court, Flatts, Smiths, FL 04 Bermuda. EIS is an investment holding company.
Schedule A to this Schedule 13D sets forth the (a) name, (b) residence or
business address, (c) present principal occupation or employment and the name,
principal business and address of any corporation or other organization in which
such employment is conducted and (d) citizenship or place of organization of
each executive officer, director and controlling person of Elan and EIS.
During the last five years, neither Elan, EIS nor any person identified on
Schedule A to this Schedule 13D: (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors); or (ii) was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction,
as a result of which proceeding it was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, United States federal or state securities laws, or
finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and restated in its entirety
as follows:
Pursuant to a Securities Purchase Agreement dated July 21, 1999 by and
among Elan and EIS, on the one hand, and the Issuer, on the other hand (the
"Securities Purchase Agreement"), EIS acquired (a) 2,148,899 shares of Common
Stock of the Issuer for consideration of $5,000,000 and (b) 12,015 shares of
Series B Convertible Exchangeable Preferred Stock, $0.01 par value per share
(the "Series B Preferred Stock"), of the Issuer for consideration of
$12,015,000. The source of the funds used in acquiring the above-referenced
securities was working capital.
Pursuant to its terms, the Series B Preferred Stock accrued dividends until
July 21, 2005 at an annual rate of 7.0% of $1,000 per share plus accrued
dividends thereon, compounded semi-annually, payable by the issuance of
additional shares of Common Stock upon conversion of the Series B Preferred
Stock. Each share of Series B Preferred Stock was convertible, without payment
of any additional consideration by the holder and at the option of the holder,
into such number of fully paid and nonassessable shares of Common Stock
determined by dividing $1,000 plus any accrued and unpaid dividends by a
conversion price of $3.32 per share of Common Stock, subject to customary
antidilution adjustments. As of March 31, 2004, the Series B Preferred Stock
plus accrued dividends was convertible into an aggregate of 4,993,946 shares of
Common Stock.
Page 4 of 12
At the time of entering into the Securities Purchase Agreement, the Issuer
and Elan formed Emerald Gene Systems, Ltd. ("Emerald"), pursuant to which they
entered into a joint venture relationship (the "Joint Venture").
On March 31, 2004 (the "Effective Date"), Elan, Elan Pharma International
Limited ("EPIL"), EIS, the Issuer and Emerald executed a Termination Agreement
(the "Termination Agreement"), pursuant to which, among other things, (i)
certain agreements relating to the Joint Venture were terminated, (ii) EIS
agreed to convert on the Effective Date the Series B Preferred Stock plus all
accrued and unpaid dividends thereon and (iii) in consideration for the Issuer
agreeing to certain amendments to the contractual restrictions governing the
transfer of the Common Stock held by EIS, described in Item 6 below, EIS agreed
to waive the right to receive upon conversion of the Series B Preferred Stock,
and accrued and unpaid dividends thereon any shares of Common Stock in excess of
4,330,000 shares.
Upon the exercise by the Issuer of a right to require EIS to purchase
additional shares of Common Stock pursuant to the Securities Purchase Agreement,
on August 9, 2000, EIS acquired 382,739 shares of Common Stock of the Issuer for
consideration of $5,000,000. The source of the funds used in acquiring these
shares of Common Stock of the Issuer was working capital.
In addition, pursuant to the Securities Purchase Agreement, the Issuer
issued to EIS a convertible promissory note in an aggregate principal amount of
up to $12,015,000 (the "Convertible Note"). The Convertible Note was
subsequently transferred to Elan Pharma International Limited, an affiliate of
EIS and wholly-owned subsidiary of Elan, but the right to convert the
Convertible Note and receive Common Stock upon conversion was retained by EIS.
The Issuer made draw-downs in the aggregate amount of $7,950,000, on the
following dates and in the following amounts: September 26, 2001 ($2,000,000),
April 25, 2002 ($2,000,000), June 28, 2002 ($3,000,000), and August 9, 2002
($950,000). Interest on each drawdown of the Convertible Note accrued at an
annual rate of 12.0%, compounded on each semi-annual anniversary of such
drawdown. At the Issuer's option, accrued interest was capitalized and added to
the principal amount outstanding on each compounding date. The Convertible Note
had a stated maturity of July 21, 2005. Each tranche (consisting of a drawdown
or accrual of interest) of the Convertible Note was convertible at any time
prior to repayment in full into a number of shares of Common Stock equal to the
principal amount of such tranche and all accrued and unpaid interest thereon
divided by a per share price calculated as 150% of the average of the closing
price of the Common Stock for the 60 trading days ending two business days prior
to the date that the tranche was requested by the Issuer. As of September 2,
2003, the date of repayment of the Convertible Note, the Convertible Note was
convertible at the option of the holder into 5,203,243 shares of Common Stock.
In addition, the Convertible Note was prepayable at the option of the Issuer on
a per tranche basis by the issuance of a number of shares of Common Stock equal
to the outstanding principal amount of such tranche and any and all accrued and
unpaid interest thereon divided by the lesser of (1) the price equal to the
average of the closing price of the Common Stock for the 60 trading days prior
to the date of repayment and (2) the conversion price for conversion at the
option of the holder of the conversion right. On September 2, 2003, EIS acquired
an aggregate of 5,203,243 shares of the Common Stock as repayment of all
principal of and accrued interest on the Convertible Note at the following
prices: (a) 3,577,879 shares at a price of $2.09, (b) 487,248 shares at a price
of $1.95, (c) 101,439 shares at a price of $1.88, (d) 107,044 shares at a price
of $1.19, (e) 124,630 shares at a price of $0.96, (f) 217,549 shares at a price
of $0.83, (g) 87,922 shares at a price of $0.65, (h) 221,757 shares at a price
of $0.57 and (i) 277,775 shares at a price of $0.49.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and restated in its entirety
as follows:
EIS acquired the above-referenced securities for investment purposes, as
interest on the Convertible Promissory Note or in connection with the
Termination Agreement.
Page 5 of 12
The Issuer has granted to EIS certain demand and piggyback registration
rights for the shares of Common Stock held by EIS.
EIS and the Issuer agreed in the Securities Purchase Agreement that for so
long as EIS and/or its affiliates or subsidiaries collectively own at least 5%
of the shares of Common Stock and/or common stock equivalents of the Issuer on a
fully diluted basis, EIS would have the right to nominate one director for
election to the Issuer's Board of Directors who was required to be a member of
senior management of Elan, or otherwise acceptable to the Issuer. EIS never
nominated a director and its right to nominate a director was terminated
pursuant to the Termination Agreement.
EIS intends to sell shares of the Common Stock from time to time in open
market transactions, subject to market conditions and the volume restrictions
described in Item 6. EIS expects to evaluate its investment in the Issuer on an
ongoing basis and EIS may determine to change its investment intent with respect
to the Issuer at any time. In determining from time to time whether to sell or
to retain its holdings of remaining securities of the Issuer, EIS will take into
consideration such factors as it deems relevant, including the market price of
the Common Stock, conditions in the securities markets generally, the Issuer's
financial condition, business and prospects and general economic conditions.
Subject to the volume restrictions described in Section 6 below and any
restrictions imposed under applicable securities laws, EIS reserves the right to
dispose of all or a portion of its holdings of securities of the Issuer in
public or private transactions and/or to enter into privately negotiated
derivative transactions with institutional counterparties to hedge the market
risk of some or all of its position in the securities of the Issuer. Any such
transaction may be effected at any time or from time to time.
Except as set forth above in Item 3 or this Item 4 above, neither Elan nor
EIS has any plan or proposal which relates to or would result in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction such as a merger,
reorganization or liquidation involving the Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(d) Any change in the present Board of Directors or management of the
Issuer, including any plans or proposals to change the number of term of
Directors or to fill any existing vacancies on the Board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, by-laws, or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
(h) Causing the Common Stock to cease to be authorized to be traded on
the Nasdaq National Market;
(i) To have the Common Stock terminated from registration under the
Securities Act of 1933; or
(j) Any action similar to any of those enumerated above.
Page 6 of 12
The foregoing descriptions of the Securities Purchase Agreement and the
Termination Agreement do not purport to be complete and are qualified in their
entirety by reference to the full text thereof. The Securities Purchase
Agreement and the Termination Agreement are incorporated by reference herein.
Item 5. Interest in Securities of Issuer.
Item 5 of the Schedule 13D is hereby amended and restated in its entirety
as follows:
(a) As of April 6, 2004, Elan (indirectly) and EIS (directly) each
beneficially own 12,064,882 shares of Common Stock, representing 14.8% of
the outstanding shares of Common Stock (based on 81,574,183 shares of
Common Stock outstanding, including 77,244,183 shares of Common Stock
outstanding on March 1, 2004, as reported in the Issuer's definitive proxy
statement on Schedule 14A filed with the SEC on 3/24/04 plus 4,330,000
shares issued upon conversion of the Series B Preferred Stock).
(b) As of April 6, 2004, Elan and EIS have shared voting and
dispositive power over 12,064,882 shares of Common Stock and no sole voting
or dispositive power over shares of Common Stock.
(c) On March 31, 2004, EIS converted the Series B Preferred Stock plus
all accrued and unpaid dividends thereon and received 4,330,000 shares of
Common Stock, having waived the right to receive additional shares of
Common Stock upon conversion.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to
Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended and restated in its entirety
as follows:
The Securities Purchase Agreement provided that, except with respect to
certain permitted transfers or assignments, EIS was restricted from transferring
or assigning the Series B Preferred Stock, the Common Stock, or the Convertible
Note, or any interest therein, without the prior written consent of the Issuer.
In the Termination Agreement, the parties terminated such restrictions and
agreed that EIS will be prohibited from transferring securities of the Issuer
unless it complies with volume restrictions equivalent to those found in Rule
144(e)(1) under the Securities Act of 1933, except that, from November 1, 2004
until December 31, 2004, EIS shall be permitted to sell a number of shares equal
to 150% of the number of shares that would be permitted to be sold pursuant to
Rule 144(e)(1) and, after December 31, 2004, EIS shall be permitted to sell a
number of shares equal to 175% of the number of shares that would be permitted
to be sold pursuant to Rule 144(e)(1); provided, further, that some sales of
blocks ("cross transactions" posted by EIS's principal broker) of 100,000 or
more shares of Common Stock shall not be subject to such above-agreed volume
restrictions.
The volume limitations set forth above do not apply to transfers of
securities to EIS's affiliates or subsidiaries, provided the above referenced
volume limitations shall continue to apply to such shares.
Until such time as the holdings of Common Stock by EIS, including its
affiliates and subsidiaries, is less than 5% of JVP's total common shares
outstanding, EIS shall report to JVP within 15 days of the end of each calendar
quarter, its then current holdings of JPV Common Stock and cross transaction
block trades during the quarter that are excluded from the volume limitations.
Page 7 of 12
The Parties recognize that such securities also remain subject to
restrictions imposed under applicable securities laws.
Except as described in Items 3 and 4, there are no other contracts,
arrangements, understandings or relationships described in Item 6 of Schedule
13D.
Item 7. Material to Be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended and restated in its entirety
as follows:
1. Joint Filing Agreement dated November 5, 2003 between Elan and
EIS.(1)
2. Securities Purchase Agreement, dated as of July 21, 1999.(2)
3. Convertible Promissory Note, dated July 21, 1999.(2)
4. Articles of Amendment of the Issuer incorporating the Designation
of Rights and Preferences of Series B Preferred Stock filed with the State
of Washington on July 21, 1999.(2)
5. Registration Rights Agreement, dated as of July 21, 1999.(2)
6. Termination Agreement, dated as of March 31, 2004.(3)
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1 Filed as an Exhibit to the Schedule 13D/A1 filed by Elan and EIS on
November 5, 2003.
2 Incorporated Incorporated by reference to the Issuer's Current Report on
Form 8-K dated August 4, 1999 (Commission File No. 000-23930).
3 Incorporated by reference to the Issuer's Current Report on Form 8-K dated
April 6, 2004 (Commission File No. 000-23930); confidential treatment of
portions of such Agreement has been requested.
Page 8 of 12
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: April 6, 2004
ELAN CORPORATION, PLC
By: /s/ William F. Daniel
-------------------------------------
Name: William F. Daniel
Title: Executive Vice President
and Company Secretary
Dated: April 6, 2004
ELAN INTERNATIONAL SERVICES, LTD.
By: /s/ Debra Moore Buryj
-------------------------------------
Name: Debra Moore Buryj
Title: Vice President
Page 9 of 12
SCHEDULE A
The (a) name, (b) business address, (c) present principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted and (d) citizenship of
each executive officer and director (other than Messrs. Armen, Boushel, Crowley,
Gillespie, Groom, McGowan, McIntyre, McLaughlin, Selkoe, Thornburgh and Tully
and Ms. Gray) of Elan are set forth below:
1. (a) G. Kelly Martin, (b) 345 Park Avenue, New York, New York 10154,
(c) President and Chief Executive Officer, and (d) United States.
2. (a) Shane Cooke, (b) Lincoln House, Lincoln Place, Dublin 2,
Ireland, (c) Executive Vice President and Chief Financial Officer, and (d)
Ireland.
3. (a) William F. Daniel (b) Lincoln House, Lincoln Place, Dublin 2,
Ireland, (c) Executive Vice President and Company Secretary, and (d)
Ireland.
4. (a) Jean Duvall, (b) 800 Gateway Blvd., South San Francisco, CA
94080, (c) Executive Vice President and General Counsel, and (d) United
States.
The (a) name, (b) business address, (c) present principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted and (d) citizenship of
each director (other than Messrs. Martin and Daniel) of Elan are set forth
below:
1. (a) Garo A. Armen, Ph.D., (b) 630 Fifth Avenue, Suite 2167, New
York, New York 10111, (c) Chairman of the Board and Chief Executive Officer
of Antigenics, Inc., and (d) United States.
2. (a) Brendan E. Boushel, (b) 9 Upper Mount Street, Dublin 2,
Ireland, (c) Retired, and (d) Ireland.
3. (a) Laurence G. Crowley, (b) c/o Elan Corporation, plc, Lincoln
House, Lincoln Place, Dublin 2, Ireland, (c) Governor (Chairman) Bank of
Ireland, and (d) Ireland.
4. (a) Alan R. Gillespie, Ph.D., (b) c/o Elan Corporation, plc,
Lincoln House, Lincoln Place, Dublin 2, Ireland, (c) Chairman, Ulster Bank
Limited, and (d) United Kingdom.
5. (a) Ann Maynard Gray, (b) c/o Elan Corporation, plc, Lincoln House,
Lincoln Place, Dublin 2, Ireland, (c) Retired, and (d) United Kingdom.
6. (a) John Groom, (b) c/o Elan Corporation, plc, Lincoln House,
Lincoln Place, Dublin 2, Ireland, (c) Retired, and (d) United Kingdom.
7. (a) Kieran McGowan, (b) c/o Elan Corporation, plc, Lincoln House,
Lincoln Place Dublin 2, Ireland, (c) Retired, and (d) Ireland.
8. (a) Kevin McIntyre, M.D., (b) c/o Elan Corporation, plc, Lincoln
House, Lincoln Place, Dublin 2, Ireland, (c) Associate Clinical Professor
of Medicine at Harvard Medical School, and (d) United States.
9. (a) Kyran McLaughlin, (b) Davy House, 49 Dawson Street, Dublin 2,
Ireland, (c) Head of Equities and Corporate Finance, Davy Stockbrokers, and
(d) Ireland.
Page 10 of 12
10. (a) Dennis J. Selkoe, M.D., (b) c/o Elan Corporation, plc, Lincoln
House, Lincoln Place, Dublin 2, Ireland, (c) Professor of Neurology and
Neuroscience at Harvard Medical School, and (d) United States.
11. (a) Richard L. Thornburgh, (b) c/o Elan Corporation, plc, Lincoln
House, Lincoln Place, Dublin 2, Ireland, (c) Counsel to the law firm of
Kirkpatrick & Lockhart LLP, and (d) United States.
12. (a) Daniel P. Tully, (b) c/o Elan Corporation, plc, Lincoln House,
Lincoln Place, Dublin 2, Ireland, (c) Retired, and (d) United States.
The (a) name, (b) business address, (c) present principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted and (d) citizenship of
each executive officer and director of EIS are set forth below:
1. Kevin Insley, (b) c/o 102 St. James Court, Flatts, Smiths FL 04,
Bermuda, (c) Director, President and Chief Financial Officer, and (d)
United Kingdom.
2. (a) Debra Moore Buryj, (b) c/o 102 St. James Court, Flatts, Smiths
FL 04, , Bermuda, (c) Director and Vice President and, (d) United States.
3. (a) David J. Doyle, (b) c/o Clarendon House, 2 Church Street,
Hamilton HM 11, Bermuda, (c) Director of EIS, and principal occupation is
lawyer, law firm of Conyers, Dill & Pearman, Clarendon House, 2 Church
Street, Hamilton HM 11, Bermuda, and (d) Bermuda.
Page 11 of 12
EXHIBIT INDEX
1. Joint Filing Agreement dated November 5, 2003 between Elan and EIS.(4)
2. Securities Purchase Agreement, dated as of July 21, 1999.(5)
3. Convertible Promissory Note, dated July 21, 1999.(2)
4. Articles of Amendment of the Issuer incorporating the Designation of Rights
and Preferences of Series B Preferred Stock filed with the State of
Washington on July, 21, 1999.(2)
5. Registration Rights Agreement, dated as of July 21, 1999.(2)
6. Termination Agreement, dated as of March 31, 2004.(3)
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1 Filed as an Exhibit to the Schedule 13D/A1 filed by Elan
and EIS on November 5, 2003.
2 Incorporated Incorporated by reference to the Issuer's
Current Report on Form 8-K dated August 4, 1999
(Commission File No. 000-23930).
3 Incorporated by reference to the Issuer's Current Report
on Form 8-K dated April 6, 2004 (Commission File No.
000-23930); confidential treatment of portions of such
Agreement has been requested.
Page 12 of 12