SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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La Jolla Pharmaceutical Company
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
503 459 10 9
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(CUSIP Number)
Jose M. de Lasa, Abbott Laboratories, AP6D D-364,
100 Abbott Park Road; Abbott Park, Illinois 60064-3500;
phone (847) 937-8905
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 22, 1998
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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 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.
*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).
(Continued on following page(s))
Page 1 of 6 Pages
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CUSIP No. 503459109 13D Page 2 of 6 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons (entities only)
Abbott Laboratories
IRS Identification Number: 36-0698440
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
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(3) SEC Use Only
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(4) Source of Funds*
WC
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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
Illinois
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Number of Shares (7) Sole Voting
Beneficially Owned Power 3,369,604
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power
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(9) Sole Dispositive
Power 3,369,604
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(10) Shared Dispositive
Power
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
3,369,604
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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)
16.78%
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(14) Type of Reporting Person*
CO
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The following information amends and supplements the Schedule 13D filed on
January 2, 1997 (the "Schedule 13D") and the First Amendment to the Schedule 13D
filed September 26, 1997 (the "First Amendment").
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, par value $.01 per share
(the "Common Stock"), of La Jolla Pharmaceutical Company, a Delaware corporation
(the "Issuer"), whose principal executive offices are located at 6455 Nancy
Ridge Drive, San Diego, California 92121.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c), and (f) The person filing this statement is Abbott
Laboratories ("Abbott"), an Illinois corporation. Abbott's principal business
is the discovery, development, manufacture, and sale of a broad and diversified
line of health care products and services. Abbott's principal office is located
at 100 Abbott Park Road, Abbott Park, Illinois 60064-3500.
The names, citizenship, business addresses, present principal
occupation or employment and the name, and the principal business and address of
any corporation or other organization in which such employment is conducted of
the directors and executive officers of Abbott are as set forth in Exhibit 1
hereto and incorporated herein by this reference.
(d) and (e) Neither Abbott, nor to the best of its knowledge, any
person listed on Exhibit 1 has during the last five years (i) been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) been 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 consideration used by Abbott for the acquisition reported in this
Second Amendment to Schedule 13D came from the working capital of Abbott. The
aggregate purchase price for the 1,538,402 shares of Common Stock acquired by
Abbott since the date on which the First Amendment was filed, as described in
Item 4, was four million dollars ($4,000,000). The aggregate purchase price for
the 3,369,604 shares of Common stock owned by Abbott is twelve million dollars
($12,000,000) all of which came from the working capital of Abbott.
-3-
K. Frank Austen, M.D., a director of Abbott, has advised Abbott that
he is the beneficial owner of 2,500 shares of Common Stock, that he holds
options to purchase an additional 36,300 shares of Common Stock (of which,
options covering 11,800 shares of Common Stock are currently exercisable) and
that he used his personal assets to acquire his shares of Common Stock. Dr.
Austen acquired these securities independently of Abbott's acquisitions.
ITEM 4. PURPOSE OF THE ACQUISITION
On October 22, 1998, as the result of the exercise by the Issuer of
its Additional Investment Right (described below), Abbott purchased 1,538,402
shares (the "Shares") of Common Stock. Abbott acquired the Shares as an
investment and is bound by the terms and conditions of the Agreement between
Abbott Laboratories and La Jolla Pharmaceutical Company dated December 23, 1996
(the "Agreement") (a copy of which is attached to the Schedule 13D as Exhibit
2). Dr. Austen has advised Abbott that he acquired his shares of Common Stock
as an investment.
(a) Under Section 2(b) of the Agreement, the Issuer had the right (the
"Additional Investment Right") to require Abbott to purchase additional shares
of the Issuer's Common Stock. The Additional Investment Right is described in
greater detail in Item 6 of the Schedule 13D.
(b) - (j) At present, Abbott does not have (and has been advised by
Dr. Austen that he does not have) any plans or proposals which would relate to
or result in transactions of the kind described in paragraphs (b) through (j) of
Item 4 of schedule 13D of the Securities and Exchange Commission. They do,
however, reserve the right to adopt such plans or proposals subject to
compliance with applicable regulatory requirements and, with respect to Abbott,
its obligations under the Agreement.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Abbott is the beneficial owner of 3,369,604 shares of the Common
Stock representing approximately sixteen and 78/100 percent (16.78%) of the
outstanding shares of the Common Stock.
Dr. Austen is the beneficial owner of the shares of Common Stock and
options described in Item 3. His shares represent less than one percent of the
outstanding shares of the Common Stock.
The calculation of the foregoing percentages is based on the number of
shares of Common Stock shown as being outstanding on the Form 10-Q Quarterly
Report filed by the Issuer with the Securities and Exchange Commission for the
quarter ended September 30, 1998.
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(b) Abbott has sole power to vote or to direct the vote and the sole
power to dispose or to direct the disposition of its 3,369,604 shares of Common
Stock. Section 5(b) of the Agreement does, however, limit the ability of Abbott
to sell or transfer any Shares except as allowed by the Agreement.
K. Frank Austen, M.D., a director of Abbott Laboratories, has
advised Abbott that he is the beneficial owner of 2,500 shares of Common Stock
and holds options to purchase an additional 36,300 shares of Common Stock (of
which, options covering 11,800 shares of Common Stock are currently exercisable)
and that he has sole power to vote or to direct the vote and the sole power to
dispose or to direct the disposition of his shares of Common Stock.
(c) Except as described herein, there have been no transactions by
Abbott or the persons whose names are listed on Exhibit 1 in securities of the
Issuer during the past sixty days.
(d) No one other than Abbott is known to have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from a sale
of the Shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
There are no contracts, arrangements, understandings or relationships
among the persons named in Item 2 or between either of those persons and any
other person with respect to securities of the Issuer, except as referred to or
described herein or in the Schedule 13D.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 - Information Concerning Executive Officers and
Directors of Abbott Laboratories.
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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.
Abbott Laboratories
DATED: December 16, 1998 By: /s/ Thomas C. Freyman
--------------------------------------
Thomas C. Freyman, Vice President and
Treasurer
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EXHIBIT INDEX
SEQUENTIAL PAGE
EXHIBIT NUMBER DESCRIPTION NUMBER
- -------------- ----------- ---------------
1 Information Concerning Executive Officers and
Directors of Abbott Laboratories.
-6-
Exhibit 1
Information Concerning Executive Officers and
Directors of Abbott Laboratories
_______________________________
The current corporate officers and directors of Abbott Laboratories are
listed below. The address of Abbott Laboratories is: Abbott Laboratories, 100
Abbott Park Road, Abbott Park, Illinois 60064-3500. Abbott Laboratories does
not consider all of its corporate officers to be executive officers as defined
by the Securities Exchange Act of 1934 or Releases thereunder. Unless otherwise
indicated, all positions set forth below opposite an individual's name refer to
positions within Abbott Laboratories, and the business address listed for each
individual not principally employed by Abbott Laboratories is also the address
of the corporation or other organization which principally employs that
individual.
NAME POSITION / PRESENT PRINCIPAL CITIZENSHIP
OCCUPATION OR EMPLOYMENT AND
BUSINESS ADDRESS
Corporate Officers
- ------------------
Duane L. Burnham(1) Chairman of the Board and Chief U. S. A.
Executive Officer
Thomas R. Hodgson(1) President and Chief Operating U. S. A.
Officer
Miles D. White(1) Executive Vice President U. S. A.
Robert L. Parkinson, Jr.(1) Executive Vice President U. S. A.
Joy Amundson(1) Senior Vice President, Ross Products U. S. A.
Thomas D. Brown(1) Senior Vice President, Diagnostic U. S. A.
Operations
Gary P. Coughlan(1) Senior Vice President, Finance & U. S. A.
Chief Financial Officer
Jose M. de Lasa(1) Senior Vice President, Secretary & U. S. A.
General Counsel
William G. Dempsey(1) Senior Vice President, Chemical & U. S. A.
Agricultural Products
Richard A. Gonzalez(1) Senior Vice President, Hospital U. S. A.
Products
Arthur J. Higgins(1) Senior Vice President, United
Pharmaceutical Operations Kingdom
Ellen M. Walvoord(1) Senior Vice President, Human U. S. A.
Resources
Josef Wendler(1) Senior Vice President, International Germany
Operations
-7-
Exhibit 1
Information Concerning Executive Officers and
Directors of Abbott Laboratories
_______________________________
NAME POSITION / PRESENT PRINCIPAL CITIZENSHIP
OCCUPATION OR EMPLOYMENT AND
BUSINESS ADDRESS
Corporate Officers
- ------------------
- continued
Catherine V. Babington(1) Vice President, Investor Relations U. S. A.
and Public Affairs
Patrick J. Balthrop Vice President, Diagnostic U. S. A.
Commercial Operations
Mark E. Barmak Vice President, Litigation and U. S. A.
Government Affairs
Christopher B. Begley(1) Vice President, Abbott HealthSystems U. S. A.
Douglas C. Bryant Vice President, Diagnostic U. S. A.
Operations, Asia and Pacific
Gary R. Byers(1) Vice President, Internal Audit U. S. A.
Thomas R. Chen Vice President, Pacific, Asia and U. S. A.
Africa Operations
Kenneth W. Farmer(1) Vice President, Management U. S. A.
Information Services &
Administration
Edward J. Fiorentino Vice President, Pharmaceutical U. S. A.
Products, Marketing and Sales
Thomas C. Freyman(1) Vice President and Treasurer U. S. A.
David B. Goffredo Vice President, European Operations U. S. A.
Guillermo A. Herrera Vice President, Latin America and Colombia
Canada Operations
Jay B. Johnston Vice President, Diagnostic Assays U. S. A.
and Systems
James J. Koziarz Vice President, Diagnostic Products U. S. A.
Research and Development
John F. Lussen(1) Vice President, Taxes U. S. A.
-8-
Exhibit 1
Information Concerning Executive Officers and
Directors of Abbott Laboratories
_______________________________
NAME POSITION / PRESENT PRINCIPAL CITIZENSHIP
OCCUPATION OR EMPLOYMENT AND
BUSINESS ADDRESS
Corporate Officers
- ------------------
- continued
Edward L. Michael Vice President, Diagnostic U. S. A.
Operations, Europe, Africa and
Middle East
Theodore A. Olson(1) Vice President and Controller U. S. A.
Andre G. Pernet Vice President, Pharmaceutical U. S. A.
Products Research and Development
William H. Stadtlander Vice President, Ross Medical U. S. A.
Nutritional Products
Marcia A. Thomas Vice President, Corporate Quality U. S. A.
Assurance and Regulatory Affairs
Steven J. Weger, Jr.(1) Vice President, Corporate Planning U. S. A.
and Development
Susan M. Widner Vice President, Diagnostic U. S. A.
Operations, U.S. and Canada
Lance B. Wyatt(1) Vice President, Corporate U. S. A.
Engineering
-9-
Exhibit 1
Information Concerning Executive Officers and
Directors of Abbott Laboratories
_______________________________
NAME POSITION / PRESENT PRINCIPAL CITIZENSHIP
OCCUPATION OR EMPLOYMENT AND
BUSINESS ADDRESS
Directors
- ---------
K. Frank Austen, M.D. Smith Building U. S. A.
Room 638
75 Francis Street
Boston, Massachusetts 02115
Duane L. Burnham Officer of Abbott U. S. A.
H. Laurance Fuller Chairman and Chief Executive U. S. A.
Officer
Amoco Corporation
200 East Randolph Drive
Mail Code 3000
Chicago, Illinois 60601
Thomas R. Hodgson Officer of Abbott U. S. A.
David A. Jones Chairman of the Board U. S. A.
Humana, Inc.
500 W. Main Street
Humana Building
Louisville, Kentucky 40202
The Rt. Hon. Lord Owen CH Physician, Politician, and United Kingdom
Businessman
House of Lords
Westminster, London
SW1A OPW, England
Robert L. Parkinson, Jr. Officer of Abbott U. S. A.
-10-
Exhibit 1
Information Concerning Executive Officers and
Directors of Abbott Laboratories
_______________________________
NAME POSITION / PRESENT PRINCIPAL CITIZENSHIP
OCCUPATION OR EMPLOYMENT AND
BUSINESS ADDRESS
Directors - continued
- ---------
Boone Powell, Jr. President and Chief Executive U. S. A.
Officer
Baylor Health Care System and
Baylor University Medical
Center
3500 Gaston Avenue
Dallas, Texas 75246
Addison Barry Rand Executive Vice President U. S. A.
Xerox Corporation
800 Long Ridge Road
Stamford, Connecticut 06904-
1600
W. Ann Reynolds, Ph.D. President U. S. A.
The University of Alabama at
Birmingham
701 South 20th Street
Birmingham, Alabama 35294-
0110
Roy S. Roberts Vice President, and Group U. S. A.
Executive, North American
Vehicle Sales, Service
and Marketing
General Motors Corporation
100 Renaissance Center
Mail Code 482-A30-D10
Detroit, Michigan 48243
William D. Smithburg Retired Chairman, President and U. S. A.
Chief Executive Officer, The
Quaker Oats Company
676 N. Michigan Avenue
Suite 3860
Chicago, Illinois 60611
John R. Walter Chairman Ashlin Management Corp. U. S. A.
100 South Wacker Drive
Suite 2100
Chicago, IL 60606
-11-
Exhibit 1
Information Concerning Executive Officers and
Directors of Abbott Laboratories
_______________________________
NAME POSITION / PRESENT PRINCIPAL CITIZENSHIP
OCCUPATION OR EMPLOYMENT AND
BUSINESS ADDRESS
Directors - continued
- ---------
William L. Weiss Chairman Emeritus, Ameritech U. S. A.
Corporation
One First National Plaza
Suite 2530C
Chicago, Illinois 60603-2006
Miles D. White Officer of Abbott U. S. A.
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