sc13g

0000950137-04-003413.txt : 20040430 0000950137-04-003413.hdr.sgml : 20040430 20040430151412 ACCESSION NUMBER: 0000950137-04-003413 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040430 GROUP MEMBERS: BAY INVESTMENT GROUP, L.L.C. GROUP MEMBERS: R.A. INVESTMENT GROUP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEORX CORP CENTRAL INDEX KEY: 0000755806 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 911261311 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-40119 FILM NUMBER: 04769516 BUSINESS ADDRESS: STREET 1: 300 ELLIOTT AVENUE WEST STREET 2: SUITE 500 CITY: SEATTLE STATE: WA ZIP: 98119-4114 BUSINESS PHONE: 2062817001 MAIL ADDRESS: STREET 1: 300 ELLIOTT AVENUE WEST STREET 2: SUITE 500 CITY: SEATTLE STATE: WA ZIP: 98119-4114 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RA INVESTMENT GROUP CENTRAL INDEX KEY: 0001121586 IRS NUMBER: 363849804 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 200 WEST MADISON STREET CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3127508400 MAIL ADDRESS: STREET 1: 200 WEST MADISON STREET CITY: CHICAGO STATE: IL ZIP: 60606 SC 13G 1 c85052sc13g.htm SCHEDULE 13G sc13g

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )¹

NEORX CORPORATION

(Name of Issuer)

COMMON STOCK, par value $0.02

(Title of Class of Securities)

640520300

(Cusip Number)

April 21, 2004

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1 (b)

x Rule 13d-1 (c)

o Rule 13d-1 (d)

¹		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 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).

13G

CUSIP No. 640520300 Page 2 of 9 pages

1. Name of Reporting Person:
R.A. Investment Group I.R.S. Identification Nos. of above persons (entities only):

2. Check the Appropriate Box if a Member of a Group:

(a) o

(b) x

3. SEC Use Only:

4. Citizenship or Place of Organization:
Illinois

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

5. Sole Voting Power:
0

6. Shared Voting Power:
2,084,334

7. Sole Dispositive Power:
0

8. Shared Dispositive Power:
2,084,334

9. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,084,334

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o

11. Percent of Class Represented by Amount in Row (9):
6.9%

12. Type of Reporting Person:
PN

13G

CUSIP No. 640520300 Page 3 of 9 pages

1. Name of Reporting Person:
Bay Investment Group, L.L.C. I.R.S. Identification Nos. of above persons (entities only):

2. Check the Appropriate Box if a Member of a Group:

(a) o

(b) x

3. SEC Use Only:

4. Citizenship or Place of Organization:
Delaware

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

5. Sole Voting Power:
0

6. Shared Voting Power:
2,084,334

7. Sole Dispositive Power:
0

8. Shared Dispositive Power:
2,084,334

9. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,084,334

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o

11. Percent of Class Represented by Amount in Row (9):
6.9%

12. Type of Reporting Person:
OO

13G

CUSIP No. 640520300 Page 4 of 9 pages

1. Name of Reporting Person:
BCC Amalgamated, L.L.C. I.R.S. Identification Nos. of above persons (entities only):

2. Check the Appropriate Box if a Member of a Group:

(a) o

(b) x

3. SEC Use Only:

4. Citizenship or Place of Organization:
Delaware

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

5. Sole Voting Power:
0

6. Shared Voting Power:
2,084,334

7. Sole Dispositive Power:
0

8. Shared Dispositive Power:
2,084,334

9. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,084,334

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o

11. Percent of Class Represented by Amount in Row (9):
6.9%

12. Type of Reporting Person:
OO


CUSIP No. 640520300					Page 5 of 9 pages

Item 1.

(a) Name of Issuer:

NeoRx Corporation

(b) Address of Issuer’s Principal Executive Offices:

410 W. Harrison

Seattle, Washington 98119

Item 2.

(a) Name of Persons Filing:

This Schedule 13G is being filed by and on behalf of R.A. Investment Group, Bay Investment Group, L.L.C. and BCC Amalgamated, L.L.C. (collectively, the “Reporting Persons”). R.A. Investment Group owns a majority residual membership interest in Bay Investment Group, L.L.C. and Bay Investment Group, L.L.C. owns a majority membership interest in BCC Amalgamated, L.L.C.

As required by Rule 13d-1(k)(1), Exhibit 1 to this Schedule 13G contains the Joint Filing Agreement entered into by each of the Reporting Persons.

(b) Address of Principal Business Office:

The principal business address of each of the Reporting Persons is: 200 West Madison Street, 25^th Floor, Chicago, IL 60606.

(c) Citizenship:

R.A. Investment Group is an Illinois general partnership and Bay Investment Group, L.L.C. and BCC Amalgamated, L.L.C. are Delaware limited liability companies.

(d) Title of Class of Securities:

Common Stock, par value $0.02 (the “Common Stock”)

(e) CUSIP Number:

640520300

Item 3. Not applicable

CUSIP No. 640520300 Page 6 of 9 pages

Item 4. Ownership

(a) Amount Beneficially Owned:

As of April 30, 2004, the Reporting Persons collectively beneficially own 2,084,334 shares of Common Stock of the Issuer.

The Reporting Persons have been advised that as of April 30, 2004 certain trusts primarily for the benefit of the lineal descendants of Nicholas J. Pritzker, deceased (the “Oregon Trusts”) owned indirectly 763,500 shares of Common Stock of the Issuer. The Reporting Persons have no express or implied agreement with the Oregon Trusts to act together for the purpose of acquiring, holding, voting or disposing of the Common Stock of the Issuer or any other equity securities of the Issuer. The Reporting Persons expressly disclaim (i) the existence of any group with the Oregon Trusts and (ii) beneficial ownership of the shares of Common Stock currently or hereafter owned by the Oregon Trusts.

(b) Percent of Class:

The aggregate percentage of Common Stock of the Issuer beneficially owned by the Reporting Persons (based upon the representation of the Issuer on its Form 10-K for the year ended December 31, 2004 filed on February 27, 2004 that it had 30,048,101 shares of Common Stock outstanding) is 6.9%.

(c) Number of shares as to which such person has:

(i) Sole power to vote or direct the vote:

See Item 5 of on pages 2 through 4.

(ii) Shared power to vote or to direct the vote:

See Item 6 of cover page on pages 2 through 4.

(iii) Sole power to dispose or to direct the disposition of:

See Item 7 of cover on pages 2 through 4.

(iv) Shared power to dispose or to direct the disposition of:

See Item 8 on pages 2 through 4.

Item 5. Ownership of Five Percent or Less of a Class

Not applicable.

CUSIP No. 640520300 Page 7 of 9 pages

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.

Item 9. Notice of Dissolution of Group

Not applicable.

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

CUSIP No. 640520300 Page 8 of 9 pages

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.


Date: April 30, 2004
	R.A. INVESTMENT GROUP, an Illinois general partnership

	By:	R.A. Trust #25, a partner

	By:	/s/ Marshall E. Eisenberg

	Marshall E. Eisenberg, not individually, but solely as Co-Trustee of the above trust

	BAY INVESTMENT GROUP, L.L.C., a Delaware limited liability company

	By:	R.A. Investment Group, an Illinois general partnership, a member

	By:	R.A. Trust #25, a partner

	By:	/s/ Marshall E. Eisenberg

	Marshall E. Eisenberg, not individually, but solely as Co-Trustee of the above trust

	BCC AMALGAMATED, L.L.C., a Delaware limited liability company

	By:	Bay Investment Group, L.L.C., a Delaware limited liability company, a member

	By:	R.A. Investment Group, an Illinois general partnership, a member

Page 9 of 9 pages


CUSIP No. 640520300

	By:	R.A. Trust #25, a partner

	By:	/s/ Marshall E. Eisenberg

	Marshall E. Eisenberg, not individually, but solely as Co-Trustee of the above trust

EX-99.1 2 c85052exv99w1.htm JOINT FILING AGREEMENT exv99w1

Exhibit 1

Joint Filing Agreement

Pursuant to Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, each of the parties to this Joint Filing Agreement (this “Agreement”) agrees that the statement on Schedule 13G with respect to the Common Stock, par value $0.02 issued by NeoRx Corporation, to which this Agreement is attached as an Exhibit, is filed on behalf of each such party and that any amendments to the attached Schedule 13G will likewise be filed on behalf of each such party.

IN WITNESS WHEREOF, the undersigned have caused this Joint Filing Agreement to be executed on April 30, 2004.


		R.A. INVESTMENT GROUP, an Illinois general partnership

		By:		R.A. Trust #25, a partner

		By:		/s/ Marshall E. Eisenberg

		Marshall E. Eisenberg, not individually, but solely as Co-Trustee of the above trust

		BAY INVESTMENT GROUP, L.L.C., a Delaware limited liability company

		By:		R.A. Investment Group, an Illinois general partnership, a member

		By:		R.A. Trust #25, a partner

		By:		/s/ Marshall E. Eisenberg
		Marshall E. Eisenberg, not individually, but solely as Co-Trustee of the above trust


		BCC AMALGAMATED, L.L.C., a Delaware limited liability company

		By:		Bay Investment Group, L.L.C., a Delaware limited liability company, a member

		By:		R.A. Investment Group, an Illinois general partnership, a member

		By:		R.A. Trust #25, a partner

		By:		/s/ Marshall E. Eisenberg

		Marshall E. Eisenberg, not individually, but solely as Co-Trustee of the above trust


13G
CUSIP No. 640520300					Page 2 of 9 pages

	1.	Name of Reporting Person: R.A. Investment Group			I.R.S. Identification Nos. of above persons (entities only):

	2.	Check the Appropriate Box if a Member of a Group:
		(a)	o
		(b)	x

	3.	SEC Use Only:

	4.	Citizenship or Place of Organization: Illinois

Number of Shares Beneficially Owned by Each Reporting Person With
			5.	Sole Voting Power: 0

			6.	Shared Voting Power: 2,084,334

			7.	Sole Dispositive Power: 0

			8.	Shared Dispositive Power: 2,084,334

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 2,084,334

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o

	11.	Percent of Class Represented by Amount in Row (9): 6.9%

	12.	Type of Reporting Person: PN


13G
CUSIP No. 640520300					Page 3 of 9 pages

	1.	Name of Reporting Person: Bay Investment Group, L.L.C.			I.R.S. Identification Nos. of above persons (entities only):

	2.	Check the Appropriate Box if a Member of a Group:
		(a)	o
		(b)	x

	3.	SEC Use Only:

	4.	Citizenship or Place of Organization: Delaware

Number of Shares Beneficially Owned by Each Reporting Person With
			5.	Sole Voting Power: 0

			6.	Shared Voting Power: 2,084,334

			7.	Sole Dispositive Power: 0

			8.	Shared Dispositive Power: 2,084,334

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 2,084,334

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o

	11.	Percent of Class Represented by Amount in Row (9): 6.9%

	12.	Type of Reporting Person: OO


13G
CUSIP No. 640520300					Page 4 of 9 pages

	1.	Name of Reporting Person: BCC Amalgamated, L.L.C.			I.R.S. Identification Nos. of above persons (entities only):

	2.	Check the Appropriate Box if a Member of a Group:
		(a)	o
		(b)	x

	3.	SEC Use Only:

	4.	Citizenship or Place of Organization: Delaware

Number of Shares Beneficially Owned by Each Reporting Person With
			5.	Sole Voting Power: 0

			6.	Shared Voting Power: 2,084,334

			7.	Sole Dispositive Power: 0

			8.	Shared Dispositive Power: 2,084,334

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 2,084,334

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o

	11.	Percent of Class Represented by Amount in Row (9): 6.9%

	12.	Type of Reporting Person: OO