-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QkPQuQZUbDMy0GhI6XGHPpH7KaycStxosFg+tMlsCLsCxPE0ccRcC7WNrcGLKjg9 BNDgaPcO7x8q6wCXYLpZZA== 0000950172-96-000682.txt : 19961030 0000950172-96-000682.hdr.sgml : 19961030 ACCESSION NUMBER: 0000950172-96-000682 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961029 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SEPRACOR INC /DE/ CENTRAL INDEX KEY: 0000877357 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 222536587 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42223 FILM NUMBER: 96649624 BUSINESS ADDRESS: STREET 1: 33 LOCKE DRIVE CITY: MARLBOROUGH STATE: MA ZIP: 01752 BUSINESS PHONE: 5084816700 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OFD PARTNERS LP CENTRAL INDEX KEY: 0000931348 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O SHB HOLDINGS LLC STREET 2: 153 EAST 53RD STREET, 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122926000 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 2 CONFORMED COPY SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No. 2 Sepracor Inc. (Name of Issuer) Common Stock, par value $.10 per share (Title of Class of Securities) 817315 10 4 (CUSIP Number) OFD Partners, L.P. c/o SHB Holdings, L.L.C. 153 East 53rd Street, 43rd Floor New York, New York 10022 (212) 292-6000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 28, 1996 (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 ( ). Check the following box if a fee is being paid with the statement ( ). (A fee is not required only if the reporting person: (1) has a previous statement on file for reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and 2 has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13D-7.) 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. 13D CUSIP NO. 817315 10 4 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON OFD Partners, L.P. 13-3766719 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( ) (b) ( ) 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER 1,223,575 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,223,575 PERSON WITH 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,223,575 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ( ) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.5% 14 TYPE OF REPORTING PERSON* PN The Schedule 13D filed on October 10, 1994 and amended and restated in its entirety on October 13, 1995 is hereby further amended as follows: Item 5 is hereby amended to read as follows: ITEM 5. INTEREST IN SECURITIES OF ISSUER. (a) As of the date of this Statement, OFD beneficially owns 1,223,575 shares of Common Stock, which is represented by 1,178,575 shares of Common Stock and 45,000 Warrants. As the Preferred Stock was converted in 1995 at the time of a call by the Company, OFD holds no shares of Preferred Stock. Based on the 27,069,745 shares of Common Stock reported outstanding (as of August 15, 1996) in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1996, OFD beneficially owns approximately 4.5% of the outstanding shares of Common Stock. (b) OFD has the sole power to vote and dispose of all of the shares of the Common Stock and Warrants beneficially owned by it. (c) Within the past 60 days, OFD has effected the following sales of the Common Stock in open market transactions: DATE SHARES PRICE TOTAL 10/10/96 35,000 $15.375 $538,125 10/17/96 20,000 $15.5625 $311,250 10/17/96 25,000 $15.75 $393,750 10/17/96 85,000 $15.875 $1,349,375 10/17/96 10,000 $16.00 $160,000 10/17/96 20,000 $17.00 $340,000 10/17/96 20,000 $16.75 $335,000 10/17/96 35,000 $16.75 $586,250 10/28/96 75,000 $15.50 $1,162,500 10/28/96 15,000 $15.625 $234,375 10/28/96 45,000 $15.50 $697,500 10/29/96 25,200 $15.50 $390,600 (d) Not applicable. (e) OFD ceased to be the beneficial holder of five percent or more of the Common Stock on October 28, 1996. OFD no longer has any filing obligation under Section 13(d) with respect to the Common Stock. 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. Dated: October 29, 1996 OFD PARTNERS, L.P. BY SHB HOLDINGS, L.L.C., GENERAL PARTNER By: /s/ Mark A. Beaudoin ________________________ Mark A. Beaudoin, Member -----END PRIVACY-ENHANCED MESSAGE-----