-----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, LL1l5sLZSocMe2COAh5nBNcqATRr6zoHXbkAOTeXUzDr7QsyYsRwdzKIhOh4kT9H OppIhVUb5Bpd2nxDBgl0wA== 0000897423-97-000109.txt : 19970812 0000897423-97-000109.hdr.sgml : 19970812 ACCESSION NUMBER: 0000897423-97-000109 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970811 SROS: NASD GROUP MEMBERS: ALEXANDRA D. STERLING 1990 TRUST A GROUP MEMBERS: ANNIE R. BASS GRANDSON'S TRUST FOR LEE M.BASS GROUP MEMBERS: ANNIE R. BASS GRANDSON'S TRUST FOR SID R.BASS GROUP MEMBERS: BASS SID R MANAGEMENT TRUST GROUP MEMBERS: COTHAM FAMILY PARTNERS, L.P. GROUP MEMBERS: HYATT ANNE BASS SUCCESSOR TRUST GROUP MEMBERS: LEE CAROLINE HALLMAN 1992 TRUST GROUP MEMBERS: LEE M. BASS GROUP MEMBERS: LISA D. STERLING 1990 TRUST GROUP MEMBERS: MARY SUSANNA HALLMAN 1992 TRUST GROUP MEMBERS: MATTHEW KINGSTON COTHAM 1996 TRUST GROUP MEMBERS: NANCY L. BASS GROUP MEMBERS: P. ANDREW STERLING 1990 TRUST GROUP MEMBERS: PANTHER CITY INVESTMENT COMPANY GROUP MEMBERS: PANTHER CITY PRODUCTION COMPANY GROUP MEMBERS: PERRY R. BASS GROUP MEMBERS: PERRY R. BASS, II 1993 A TRUST GROUP MEMBERS: PETER STERLING GROUP MEMBERS: PHILIP D. STERLING 1990 TRUST A GROUP MEMBERS: RAMONA FRATES BASS 1993 A TRUST GROUP MEMBERS: SAMANTHA SIMS BASS SUCCESSOR TRUST GROUP MEMBERS: SID R. BASS GROUP MEMBERS: SID R. BASS MANAGEMENT TRUST GROUP MEMBERS: SOPHIE SEELIGSON BASS 1993 A TRUST GROUP MEMBERS: THE BASS MANAGEMENT TRUST GROUP MEMBERS: W. ROBERT COTHAM GROUP MEMBERS: WESLEY GUYLAY CAPITAL MANAGEMENT GROUP MEMBERS: WESLEY RICHARD GUYLAY GROUP MEMBERS: WILLIAM P. HALLMAN, III 1992 TRUST GROUP MEMBERS: WILLIAM P. HALLMAN, JR. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HUMAN GENOME SCIENCES INC CENTRAL INDEX KEY: 0000901219 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 223178468 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-45295 FILM NUMBER: 97654857 BUSINESS ADDRESS: STREET 1: 9410 KEY WEST AVENUE CITY: ROCKVILLE STATE: MD ZIP: 20850-3331 BUSINESS PHONE: 3013098504 MAIL ADDRESS: STREET 1: 9410 KEY WEST AVE CITY: ROCKVILLE STATE: MD ZIP: 20850 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BASS SID R MANAGEMENT TRUST CENTRAL INDEX KEY: 0000914792 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 465704012 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 201 MAIN ST STE 2600 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8173908400 MAIL ADDRESS: STREET 1: 201 MAIN STREET STE 2600 CITY: FORT WORTH STATE: TX ZIP: 76102 SC 13D 1 HUMAN GENOME SCIENCES, INC. SCHED. 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D** Under the Securities Exchange Act of 1934 (Amendment No. )* Human Genome Sciences, Inc. (Name of Issuer) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 444903108 (Cusip Number) W. Robert Cotham 201 Main Street, Suite 2600 Fort Worth, Texas 76102 (817) 390-8400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 6, 1997 (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 [ ]. *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). **The total number of shares reported herein is 3,158,766 shares, which constitutes approximately 14.3% of the total number of shares outstanding. All ownership percentages set forth herein assume that there are 22,080,661 shares outstanding. 1. Name of Reporting Person: Sid R. Bass Management Trust 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: 00 - Trust Funds 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Texas 7. Sole Voting Power: 835,596 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 835,596 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 835,596 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 3.8% 14. Type of Reporting Person: 00 - Trust - ---------- (1) Power is exercised through one of its trustees, Sid R. Bass. 1. Name of Reporting Person: Sid R. Bass 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: Not Applicable 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: USA 7. Sole Voting Power: 835,596 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 835,596 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 835,596 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 3.8% 14. Type of Reporting Person: IN - ---------- (1) Solely in his capacity as a trustee and the sole trustor of Sid R. Bass Management Trust and by virtue of his power to revoke same. 1. Name of Reporting Person: Lee M. Bass 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: PF 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: USA 7. Sole Voting Power: 1,034,866 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 1,034,866 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,034,866 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 4.7% 14. Type of Reporting Person: IN - ---------- (1) Solely in his capacities as sole trustee of the Ramona Frates Bass 1993 A Trust with respect to 163,702 shares of the Stock, as the sole trustee of the Perry R. Bass, II 1993 A Trust with respect to 163,702 shares of the Stock, and as the sole trustee of the Sophie Seeligson Bass 1993 A Trust with respect to 163,702 shares of the Stock. 1. Name of Reporting Person: Wesley Guylay Capital Management. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 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: Texas 7. Sole Voting Power: 218,950 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 218,950 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 218,950 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 1.0% 14. Type of Reporting Person: PN - ---------- (1) Power is exercised through its sole general partner, Wesley Richard Guylay. 1. Name of Reporting Person: Wesley Richard Guylay 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: Not Applicable 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: USA 7. Sole Voting Power: 218,950 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 218,950 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 218,950 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 1.0% 14. Type of Reporting Person: IN - ---------- (1) Solely in his capacity as the sole general partner of Wesley Guylay Capital Management. 1. Name of Reporting Person: Ramona Frates Bass 1993 A Trust 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: 00 - Trust Funds 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Texas 7. Sole Voting Power: 163,702 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 163,702 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 163,702 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 0.7% 14. Type of Reporting Person: 00 - Trust - ---------- (1) Power is exercised through its sole trustee, Lee M. Bass. 1. Name of Reporting Person: Perry R. Bass, II 1993 A Trust 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: 00 - Trust Funds 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Texas 7. Sole Voting Power: 163,702 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 163,702 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 163,702 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 0.7% 14. Type of Reporting Person: 00 - Trust - ---------- (1) Power is exercised through its sole trustee, Lee M. Bass. 1. Name of Reporting Person: Sophie Seeligson Bass 1993 A Trust 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: 00 - Trust Funds 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Texas 7. Sole Voting Power: 163,702 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 163,702 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 163,702 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 0.7% 14. Type of Reporting Person: 00 - Trust - ---------- (1) Power is exercised through its sole trustee, Lee M. Bass. 1. Name of Reporting Person: Cotham Family Partners, L.P. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 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: Texas 7. Sole Voting Power: 5,000 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 5,000 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 5,000 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): <0.1% 14. Type of Reporting Person: PN - ---------- (1) Power is exercised through its sole general partner, the Matthew Kingston Cotham 1996 Trust. 1. Name of Reporting Person: Matthew Kingston Cotham 1996 Trust 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: Not Applicable 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Texas 7. Sole Voting Power: 5,000 (1)(2) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 5,000 (1)(2) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 5,000 (2) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): <0.1% 14. Type of Reporting Person: 00 - Trust - ---------- (1) Power is exercised through its sole trustee, William P. Hallman, Jr. (2) Solely in its capacity as the sole general partner of Cotham Family Partners, L.P. 1. Name of Reporting Person: William P. Hallman, Jr. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: PF 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: USA 7. Sole Voting Power: 518,000 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 518,000 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 518,000 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 2.3% 14. Type of Reporting Person: IN - ---------- (1) Solely in his capacities as the sole trustee of the Matthew Kingston Cotham 1996 Trust with respect to 5,000 shares of the Stock, as the sole trustee of the P. Andrew Sterling 1990 Trust with respect to 750 shares of the Stock, as the sole trustee of the Lisa D. Sterling 1990 Trust with respect to 750 shares of the Stock, as the sole trustee of the Philip D. Sterling 1990 Trust A with respect to 750 shares of the Stock, as the sole trustee of the Alexandra D. Sterling 1990 Trust A with respect to 750 shares of the Stock, as the sole trustee of the Annie R. Bass Grandson's Trust for Sid R. Bass with respect to 250,000 shares of the Stock, and as the sole trustee of the Annie R. Bass Grandson's Trust for Lee M. Bass with respect to 250,000 shares of the Stock. 1. Name of Reporting Person: Peter Sterling 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: PF 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: USA 7. Sole Voting Power: 7,000 Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 7,000 Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 7,000 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): <0.1% 14. Type of Reporting Person: IN 1. Name of Reporting Person: P. Andrew Sterling 1990 Trust 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: 00 - Trust Funds 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Texas 7. Sole Voting Power: 750 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 750 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 750 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): <0.1% 14. Type of Reporting Person: 00 - Trust - ---------- (1) Power is exercised through its sole trustee, William P. Hallman, Jr. 1. Name of Reporting Person: Lisa D. Sterling 1990 Trust 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: 00 - Trust Funds 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Texas 7. Sole Voting Power: 750 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 750 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 750 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): <0.1% 14. Type of Reporting Person: 00 - Trust - ---------- (1) Power is exercised through its sole trustee, William P. Hallman, Jr. 1. Name of Reporting Person: Philip D. Sterling 1990 Trust A 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: 00 - Trust Funds 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Texas 7. Sole Voting Power: 750 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 750 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 750 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): <0.1% 14. Type of Reporting Person: 00 - Trust - ---------- (1) Power is exercised through its sole trustee, William P. Hallman, Jr. 1. Name of Reporting Person: Alexandra D. Sterling 1990 Trust A 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: 00 - Trust Funds 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Texas 7. Sole Voting Power: 750 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 750 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 750 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): <0.1% 14. Type of Reporting Person: 00 - Trust - ---------- (1) Power is exercised through its sole trustee, William P. Hallman, Jr. 1. Name of Reporting Person: Mary Susanna Hallman 1992 Trust 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: 00 - Trust Funds 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Texas 7. Sole Voting Power: 2,000 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 2,000 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,000 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): <0.1% 14. Type of Reporting Person: 00 - Trust - ---------- (1) Power is exercised through its sole trustee, W. Robert Cotham. 1. Name of Reporting Person: William P. Hallman, III 1992 Trust 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: 00 - Trust Funds 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Texas 7. Sole Voting Power: 2,000 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 2,000 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,000 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): <0.1% 14. Type of Reporting Person: 00 - Trust - ---------- (1) Power is exercised through its sole trustee, W. Robert Cotham. 1. Name of Reporting Person: Lee Caroline Hallman 1992 Trust 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: 00 - Trust Funds 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Texas 7. Sole Voting Power: 2,000 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 2,000 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,000 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): <0.1% 14. Type of Reporting Person: 00 - Trust - ---------- (1) Power is exercised through its sole trustee, W. Robert Cotham. 1. Name of Reporting Person: Annie R. Bass Grandson's Trust for Sid R. Bass 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: 00 - Trust Funds 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Texas 7. Sole Voting Power: 250,000 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 250,000 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 250,000 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 1.1% 14. Type of Reporting Person: 00 - Trust - ---------------------------- (1) Power is exercised through its trustee, William P. Hallman, Jr. 1. Name of Reporting Person: Annie R. Bass Grandson's Trust for Lee M. Bass 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: 00 - Trust Funds 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Texas 7. Sole Voting Power: 250,000 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 250,000 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 250,000 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 1.1% 14. Type of Reporting Person: 00 - Trust - ---------------------------- (1) Power is exercised through its trustee, William P. Hallman, Jr. 1. Name of Reporting Person: W. Robert Cotham 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: Not Applicable 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: USA 7. Sole Voting Power: 6,000 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 6,000 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 6,000 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): <0.1% 14. Type of Reporting Person: IN - ---------- (1) Solely in his capacities as the sole trustee of the Mary Susanna Hallman 1992 Trust with respect to 2,000 shares of the Stock, as the sole trustee of the William P. Hallman, III 1992 Trust with respect to 2,000 shares of the Stock, and as the sole trustee of the Lee Caroline Hallman 1992 Trust with respect to 2,000 shares of the Stock. 1. Name of Reporting Person: Hyatt Anne Bass Successor Trust 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: 00 - Trust Funds 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Texas 7. Sole Voting Power: 259,835 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 259,835 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 259,835 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 1.2% 14. Type of Reporting Person: 00 - Trust - ---------------------------- (1) Power is exercised through its trustee, Panther City Investment Company. 1. Name of Reporting Person: Samantha Sims Bass Successor Trust 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: 00 - Trust Funds 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Texas 7. Sole Voting Power: 259,835 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 259,835 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 259,835 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 1.2% 14. Type of Reporting Person: 00 - Trust - ---------------------------- (1) Power is exercised through its trustee, Panther City Investment Company. 1. Name of Reporting Person: Panther City Investment Company 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: Not Applicable 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Texas 7. Sole Voting Power: 519,670 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 519,670 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 519,670 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 2.4% 14. Type of Reporting Person: CO - ---------------------------- (1) Solely in its capacity as the trustee of the Hyatt Anne Bass Successor Trust and the Samantha Sims Bass Successor Trust. 1. Name of Reporting Person: Panther City Production Company 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: Not Applicable 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Texas 7. Sole Voting Power: 519,670 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 519,670 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 519,670 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Share: / / 13. Percent of Class Represented by Amount in Row (11): 2.4% 14. Type of Reporting Person: CO - ---------------------------- (1) Solely in its capacity as the sole shareholder of Panther City Investment Company, which is the trustee of the Hyatt Anne Bass Successor Trust and the Samantha Sims Bass Successor Trust. 1. Name of Reporting Person: The Bass Management Trust 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: 00 - Trust Funds 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Texas 7. Sole Voting Power: 18,684 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 18,684 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 18,684 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): <0.1% 14. Type of Reporting Person: 00 - Trust - ---------------------------- (1) Power is exercised through its sole trustee, Perry R. Bass. 1. Name of Reporting Person: Perry R. Bass 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: Not Applicable 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Perry R. Bass is a citizen of the United States of America. 7. Sole Voting Power: 18,684 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 18,684 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 18,684 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): <0.1% 14. Type of Reporting Person: IN - ---------------------------- (1) Solely in his capacities as sole trustee and as one of two trustors of The Bass Management Trust. 1. Name of Reporting Person: Nancy L. Bass 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: Not Applicable 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Nancy L. Bass is a citizen of the United States of America. 7. Sole Voting Power: -0- Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 18,684 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): <0.1% 14. Type of Reporting Person: IN - ---------------------------- (1) Solely in her capacity as one of two trustors of The Bass Management Trust and by virtue of her ability to revoke same. Item 1. SECURITY AND ISSUER. This statement relates to shares of Common Stock, par value $0.01 per share (the "Stock"), of Human Genome Sciences, Inc. (the "Issuer"). The principal executive offices of the Issuer are located at 9410 Key West Avenue, Rockville, Maryland 20850-3338. Item 2. IDENTITY AND BACKGROUND. (a) Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby file this Schedule 13D Statement on behalf of Sid R. Bass Management Trust ("SRBMT"), Sid R. Bass ("SRB"), Lee M. Bass ("LMB"), Wesley Guylay Capital Management ("WGCM"), Wesley Richard Guylay ("WRG"), Ramona Frates Bass 1993 Trust A ("RFBT"), Perry R. Bass, II 1993 Trust A ("PRBT"), Sophie Seeligson Bass 1993 Trust A ("SSBT"), Cotham Family Partners, L.P. ("CFP"), Matthew Kingston Cotham 1996 Trust ("MKCT"), Peter Sterling ("PS"), P. Andrew Sterling 1990 Trust ("PAST"), Lisa D. Sterling 1990 Trust ("LDST"), Philip D. Sterling 1990 Trust A ("PDST"), Alexandra D. Sterling 1990 Trust A ("ADST"), Annie R. Bass Grandson's Trust for Sid R. Bass ("ARBS"), Annie R. Bass Grandson's Trust for Lee M. Bass ("ARBL"), William P. Hallman, Jr. ("WPH"), Mary Suanna Hallman 1992 Trust ("MSHT"), William P. Hallman, III 1992 Trust ("WPHT"), Lee Caroline Hallman 1993 Trust ("LCHT"), W. Robert Cotham ("WRC"), Hyatt Anne Bass Successor Trust ("HBST"), Samantha Sims Bass Successor Trust ("SBST"), Panther City Investment Company ("PCIC"), Panther City Production Company ("PCPC"), The Bass Management Trust ("BMT"), Perry R. Bass ("PRB"), and Nancy Lee Bass ("NLB"). SRBMT, SRB, LMB, WGCM, WRG, RFBT, PRBT, SSBT, CFP, MKCT, PS, PAST, LDST, PDST, ADST, ARBS, ARBL, WPH, MSHT, WPHT, LCHT, WRC, HBST, SBST, PCIC, PCPC, BMT, PRB, and NLB are sometimes hereinafter collectively referred to as the "Reporting Persons." The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Act, although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that such a group exists. (b)-(c) SRBMT SRBMT is a revocable trust existing under the laws of the State of Texas. The address of SRBMT is 201 Main Street, Suite 2700, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act, information with respect to its Trustees, PRB, LMB and SRB, is set forth below. SRB SRB's business address is 201 Main Street, Suite 2700, Fort Worth, Texas 76102, and his present principal occupation or employment at such address is serving as President of Sid R. Bass, Inc. ("SRB, Inc."). SRB, Inc. is a Texas corporation. SRB, Inc.'s principal businesses are the ownership and operation of oil and gas properties (through Bass Enterprises Production Co. ("BEPCO")), the ownership and operation of gas processing plants and carbon black plants (through various partnerships), farming and ranching, investing in marketable securities and real estate investment and development. The principal business address of SRB, Inc., which also serves as its principal office, is 201 Main Street, Suite 2700, Fort Worth, Texas 76102. BEPCO is a Texas corporation, the principal business of which is oil exploration and drilling and producing hydrocarbons. The principal address of BEPCO, which also serves as its principal office, is 201 Main Street, Suite 2700, Fort Worth, Texas 76102. LMB LMB's business address is 201 Main Street, Suite 2700, Fort Worth, Texas 76102, and his present principal occupation or employment at such address is serving as President of Lee M. Bass, Inc. ("LMB, Inc."). LMB, Inc. is a Texas corporation. LMB, Inc.'s principal businesses are the ownership and operation of oil and gas properties (through BEPCO), the ownership and operation of gas processing plants and carbon black plants (through various partnerships), farming and ranching, investing in marketable securities and real estate investment and development. The principal business address of LMB, Inc., which also serves as its principal office, is 201 Main Street, Suite 2700, Fort Worth, Texas 76102. WGCM WGCM is a Texas limited partnership, the principle business of which is buying, selling, exchanging or otherwise acquiring, holding and dealing with securities, including warrants and rights, commodities and commodities futures contracts of every kind and description. The principle business address of WGCM, which also serves as its principal office, is 201 Main Street, Suite 2700, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act, information with respect to WRG, the sole general partner of WGCM, is set forth below. WRG WRG's business address is 30 Rockefeller Plaza, Suite 4535, New York, New York 10112, and his present principal occupation or employment at such address is serving as an investment advisor and general partner of WGCM. RFBT RFBT is a trust existing under the laws of the State of Texas. The address of RFBT is 201 Main Street, Suite 2700, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act, information with respect to its Trustee, LMB, is set forth above. PRBT PRBT is a trust existing under the laws of the State of Texas. The address of PRBT is 201 Main Street, Suite 2700, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act, information with respect to its Trustee, LMB, is set forth above. SSBT SSBT is a trust existing under the laws of the State of Texas. The address of SSBT is 201 Main Street, Suite 2700, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act, information with respect to its Trustee, LMB, is set forth above. CFP CFP is a Texas limited partnership, the principal business of which is the purchase, sale, exchange, acquisition and holding of investment securities. The principal business address of CFP, which also serves as its principal office, is 201 Main Street, Suite 2600, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act, information with respect to MKCT, the general partner of CFP, is set forth below. MKCT MKCT is a trust existing under the laws of the State of Texas. The address of MKCT is 201 Main Street, Suite 2500, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act, information with respect to its Trustee, WPH, is set forth below. WPH WPH's principal occupation or employment is serving as a director and shareholder of KHH. WPH's business address is 201 Main Street, Suite 2500, Fort Worth, Texas 76102. PS PS's principal occupation or employment is serving as the Chief Financial Officer of SRB, Inc. and LMB, Inc. PS's business address is 201 Main Street, Suite 3200, Fort Worth, Texas 76102. PAST PAST is a trust existing under the laws of the State of Texas. The address of PAST is 201 Main Street, Suite 2500, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act, information with respect to its Trustee, WPH, is set forth above. LDST LDST is a trust existing under the laws of the State of Texas. The address of LDST is 201 Main Street, Suite 2500, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act, information with respect to its Trustee, WPH, is set forth above. PDST PDST is a trust existing under the laws of the State of Texas. The address of PDST is 201 Main Street, Suite 2500, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act, information with respect to its Trustee, WPH, is set forth above. ADST ADST is a trust existing under the laws of the State of Texas. The address of ADST is 201 Main Street, Suite 2500, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act, information with respect to its Trustee, WPH, is set forth above. MSHT MSHT is a trust existing under the laws of the State of Texas. The address of MSHT is 201 Main Street, Suite 2600, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act, information with respect to its Trustee, WRC, is set forth below. WPHT WPHT is a trust existing under the laws of the State of Texas. The address of WPHT is 201 Main Street, Suite 2600, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act, information with respect to its Trustee, WRC, is set forth above. LCHT LCHT is a trust existing under the laws of the State of Texas. The address of LCHT is 201 Main Street, Suite 2600, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act, information with respect to its Trustee, WRC, is set forth above. ARBS ARBS is a testamentary trust existing under the laws of the State of Texas with WPH as Trustee. The address of ARBS is 201 Main Street, Suite 2700, Fort Worth, Texas 76102. ARBL ARBL is a testamentary trust existing under the laws of the State of Texas with WPH as Trustee. The address of ARBL is 201 Main Street, Suite 2700, Fort Worth, Texas 76102. WRC WRC's principal occupation or employment is serving as the Vice President and Controller of BEPCO. WRC's business address is 201 Main Street, Suite 2600, Fort Worth, Texas 76102. HBST HBST is a trust existing under the laws of the State of Texas with PCIC as trustee. The address of HBST is 201 Main Street, Suite 2600, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act, information with respect to its Trustee, PCIC, is set forth below. SBST SBST is a trust existing under the laws of the State of Texas with PCIC as trustee. The address of SBST is 201 Main Street, Suite 2600, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act, information with respect to its Trustee, PCIC, is set forth below. PCIC PCIC is a Texas corporation. PCIC is a private trust company that serves as trustee of various trusts. The principal business address of PCIC, which also serves as its principal office, is 201 Main Street, Suite 2600, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act, the name, business or residence address, and principal occupation or employment of each director, executive officer and controlling person of PCIC are as follows: Residence or Principal Occupation Name Business or Employment WPH 201 Main Street, Member of the Suite 2400, law firm of Kelly, Fort Worth, Texas Hart & Hallman, P.C. WRC 201 Main Street, Vice President/ Suite 2600, Controller of Fort Worth, Texas BEPCO PCPC PCPC is a Texas corporation. PCPC's principal business is the production of oil and natural gas. The principal business address of PCPC, which also serves as its principal office, is 201 Main Street, Suite 2600, Forth Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act, the name, business or residence address, and principal occupation or employment of each director, executive officer and controlling person of PCPC are as follows: Name Residence or Principal Occupation Business Address or Employment WPH See answer above. See answer above. WRC See answer above. See answer above. BMT BMT is a revocable grantor trust established pursuant to the Texas Trust Act. The principal business address of BMT, which also serves as its principal office, is 201 Main Street, Suite 2700, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act, information with respect to PRB, one of the Trustors and the sole Trustee of BMT, and NLB, the other Trustor of BMT, is set forth below. PRB PRB's business address is 201 Main Street, Suite 2700, Fort Worth, Texas 76102, and his present principal occupation or employment at such address is serving as President of Perry R. Bass, Inc. ("PRB, Inc."). PRB, Inc. is a Texas corporation, the principal businesses of which are ranching and the exploration for and production of hydrocarbons. The principal business address of PRB, Inc., which also serves as its principal office, is 201 Main Street, Suite 2700, Fort Worth, Texas 76102. NLB NLB's residence address is 45 Westover Road, Fort Worth, Texas 76107, and she is not presently employed. NLB is the other Trustor of BMT. (d) None of the entities or persons identified in this Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the entities or persons identified in this Item 2 has, during the last five years, 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. (f) All of the natural persons identified in this Item 2 are citizens of the United States of America. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The source and amount of the funds used or to be used by the Reporting Persons to purchase shares of the Stock are as follows: REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS SRBMT Trust Funds (2) $ 28,466,247.00 SRB Not Applicable Not Applicable LMB Personal Funds (3) $ 18,389,926.00 WGCM Working Capital (1) $ 6,518,754.00 WRG Not Applicable Not Applicable RFBT Trust Funds (2) $ 5,692,211.00 PRBT Trust Funds (2) $ 5,692,211.00 SSBT Trust Funds (2) $ 5,692,211.00 CFP Working Capital (1) $ 180,000.00 MKCT Not Applicable Not Applicable WPH Personal Funds (3) $ 360,000.00 PS Personal Funds (3) $ 252,000.00 PAST Trust Funds (2) $ 27,000.00 LDST Trust Funds (2) $ 27,000.00 PDST Trust Funds (2) $ 27,000.00 ADST Trust Funds (2) $ 27,000.00 MSHT Trust Funds (2) $ 72,000.00 WPHT Trust Funds (2) $ 72,000.00 LCHT Trust Funds (2) $ 72,000.00 ARBS Trust Funds (2) $ 8,756,250.00 ARBL Trust Funds (2) $ 8,756,250.00 WRC Not Applicable Not Applicable HBST Trust Funds (2) $ 6,713,798.00 SBST Trust Funds (2) $ 6,713,823.00 PCIC Not Applicable Not Applicable PCPC Not Applicable Not Applicable BMT Trust Funds (2) $ 259,686.00 PRB Not Applicable Not Applicable NLB Not Applicable Not Applicable (1) As used herein, the term "Working Capital" includes income from the business operations of the entity plus sums borrowed from banks and brokerage firm margin accounts to operate such business in general. None of the funds reported herein as "Working Capital" were borrowed or otherwise obtained for the specific purpose of acquiring, handling, trading or voting the Stock. (2) As used herein, the term "Trust Funds" includes income from the various investments of the trust plus sums borrowed from banks and brokerage firm margin accounts for general purposes. None of the funds reported herein as "Trust Funds" were borrowed or otherwise obtained for the specific purpose of acquiring, handling, trading or voting the Stock. (3) As used herein, the term "Personal Funds" may include sums borrowed from banks and brokerage firm margin accounts, none of which were borrowed or otherwise obtained for the specific purpose of acquiring, handling, trading or voting the Stock. Item 4. PURPOSE OF TRANSACTION. The Reporting Persons acquired and continue to hold the shares of the Stock reported herein for investment purposes. Depending on market conditions and other factors that each of the Reporting Persons independently may deem material to its investment decision, such Reporting Person may purchase additional shares of the Stock in the open market or in private transactions. Depending on these same factors, such Reporting Person independently may sell all or a portion of the shares of the Stock that it now owns or hereafter may acquire on the open market or in private transactions. Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act. Item 5. INTEREST IN SECURITIES OF THE ISSUER. (a) SRBMT The aggregate number of shares of the Stock that SRBMT owns beneficially, pursuant to Rule 13d-3 of the Act, is 835,596, which constitutes approximately 3.8% of the outstanding shares of the Stock. SRB Because of his positions as a trustee and the sole trustor of SRBMT and by virtue of his power to revoke same, SRB may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 835,596 shares of the Stock, which constitutes approximately 3.8% of the outstanding shares of the Stock. LMB Because of his positions as the sole trustee of each of RFBT, PRBT, and SSBT and because of his direct ownership of 543,760 shares of the Stock, LMB may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 1,034,866 shares of the Stock, which constitutes approximately 4.7% of the outstanding shares of the Stock. WGCM The aggregate number of shares of the Stock that WGCM owns beneficially, pursuant to Rule 13d-3 of the Act, is 218,950, which constitutes approximately 1.0% of the outstanding shares of the Stock. WRG Because of his position as the sole general partner of WGCM, WRG may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 218,950 shares of the Stock, which constitutes approximately 1.0% of the outstanding shares of the Stock. RFBT The aggregate number of shares of the Stock that RFBT owns beneficially, pursuant to Rule 13d-3 of the Act, is 163,702, which constitutes approximately 0.7% of the outstanding shares of the Stock. PRBT The aggregate number of shares of the Stock that PRBT owns beneficially, pursuant to Rule 13d-3 of the Act, is 163,702, which constitutes approximately 0.7% of the outstanding shares of the Stock. SSBT The aggregate number of shares of the Stock that SSBT owns beneficially, pursuant to Rule 13d-3 of the Act, is 163,702, which constitutes approximately 0.7% of the outstanding shares of the Stock. CFP The aggregate number of shares of the Stock that CFP owns beneficially, pursuant to Rule 13d-3 of the Act, is 5,000, which constitutes less than 0.1% of the outstanding shares of the Stock. MKCT Because of its position as the sole general partner of CFP, MKCT may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 5,000 shares of the Stock, which constitutes less than 0.1% of the outstanding shares of the Stock. WPH Because of his positions as the sole trustee of each of MKCT, PAST, LDST, PDST, ADST, ARBS, and ARBL, and because of his direct ownership of 10,000 shares of the Stock, WPH may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 518,000 shares of the Stock, which constitutes approximately 2.3% of the outstanding shares of the Stock. PS The aggregate number of shares of the Stock that PS owns beneficially, pursuant to Rule 13d-3 of the Act, is 7,000, which constitutes less than 0.1% of the outstanding shares of the Stock. PAST The aggregate number of shares of the Stock that PAST owns beneficially, pursuant to Rule 13d-3 of the Act, is 750, which constitutes less than 0.1% of the outstanding shares of the Stock. LDST The aggregate number of shares of the Stock that LDST owns beneficially, pursuant to Rule 13d-3 of the Act, is 750, which constitutes less than 0.1% of the outstanding shares of the Stock. PDST The aggregate number of shares of the Stock that PDST owns beneficially, pursuant to Rule 13d-3 of the Act, is 750, which constitutes less than 0.1% of the outstanding shares of the Stock. ADST The aggregate number of shares of the Stock that ADST owns beneficially, pursuant to Rule 13d-3 of the Act, is 750, which constitutes less than 0.1% of the outstanding shares of the Stock. MSHT The aggregate number of shares of the Stock that MSHT owns beneficially, pursuant to Rule 13d-3 of the Act, is 2,000, which constitutes less than 0.1% of the outstanding shares of the Stock. WPHT The aggregate number of shares of the Stock that WPHT owns beneficially, pursuant to Rule 13d-3 of the Act, is 2,000, which constitutes less than 0.1% of the outstanding shares of the Stock. LCHT The aggregate number of shares of the Stock that LCHT owns beneficially, pursuant to Rule 13d-3 of the Act, is 2,000, which constitutes less than 0.1% of the outstanding shares of the Stock. ARBS The aggregate number of shares of the Stock that ARBS owns beneficially, pursuant to Rule 13d-3 of the Act, is 250,000, which constitutes 1.1% of the outstanding shares of the Stock. ARBL The aggregate number of shares of the Stock that ARBL owns beneficially, pursuant to Rule 13d-3 of the Act, is 250,000, which constitutes 1.1% of the outstanding shares of the Stock. WRC Because of his positions as the sole trustee of each of MSHT, WPHT and LCHT, WRC may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 6,000 shares of the Stock, which constitutes less than 0.1% of the outstanding shares of the Stock. HBST The aggregate number of shares of the stock that HBST owns beneficially, pursuant to Rule 13d-3 of the Act, is 259,835 shares which constitutes approximately 1.2% of the outstanding shares of the Stock. SBST The aggregate number of shares of the Stock that HBST owns beneficially, pursuant to Rule 13d-3 of the Act, is 259,835 shares, which constitutes approximately 1.2% of the outstanding shares of the stock. PCIC Because of its position as the Trustee of HBST and SBST, PCIC may, pursuant to Rule 13d-3 be deemed to be the beneficial owner of 519,670 of the Stock, which constitutes approximately 2.4% of the outstanding shares of the Stock. PCPC Because of its position as the sole shareholder of PCIC, the Trustee of HBST and SBST, PCPC may, pursuant to Rule 13d-3, be deemed to be the beneficial owner of 519,670 shares of the Stock, which constitutes approximately 2.4% of the outstanding shares of the Stock. BMT The aggregate number of shares of the Stock that BMT owns beneficially, pursuant to Rule 13d-3 of the Act, is 18,684, which constitutes less than 0.1% of the outstanding shares of the Stock. PRB Because of his positions as Trustee and as a Trustor of BMT, PRB may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 18,684 shares of the Stock, which constitutes less than 0.1% of the outstanding shares of the Stock. NLB Because of her position as a Trustor of BMT, NLB may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 18,684 shares of the Stock, which constitutes less than 0.1% of the outstanding shares of the Stock. To the best of the knowledge of each of the Reporting Persons, other than as set forth above, none of the persons named in Item 2 herein is the beneficial owner of any shares of the Stock. (b) SRBMT Acting through one of its Trustees and its sole Trustor, SRBMT has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 835,596 shares of the Stock. SRB Because of his position as a Trustee and the sole Trustor of SRBMT and by virtue of his power to revoke same, SRB has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 835,596 shares of the Stock. LMB Because of his positions as the sole trustee of each of RFBT, PRBT, and SSBT, and because of his direct ownership of 543,760 shares of the Stock, LMB has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 1,034,866 shares of the Stock. WGCM Acting through its sole general partner, WGCM has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 218,950 shares of the Stock. WRG Because of his position as the sole general partner of WGCM, WRG has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 218,950 shares of the Stock. RFBT Acting through its sole trustee, RFBT has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 163,702 shares of the Stock. PRBT Acting through its sole trustee, PRBT has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 163,702 shares of the Stock. SSBT Acting through its sole trustee, SSBT has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 163,702 shares of the Stock. CFP Acting through its sole general partner, CFP has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 5,000 shares of the Stock. MKCT Because of its position as the sole general partner of CFP, and acting through its sole trustee, MKCT has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 5,000 shares of the Stock. WPH Because of his positions as the sole trustee of each of MKCT, PAST, LDST, PDST, ADST, ARBS, and ARBL, and because of his direct ownership of 10,000 shares of the Stock, WPH has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 518,000 shares of the Stock. PS PS has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 7,000 shares of the Stock. PAST Acting through its sole trustee, PAST has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 750 shares of the Stock. LDST Acting through its sole trustee, LDST has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 750 shares of the Stock. PDST Acting through its sole trustee, PDST has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 750 shares of the Stock. ADST Acting through its sole trustee, ADST has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 750 shares of the Stock. MSHT Acting through its sole trustee, MSHT has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 2,000 shares of the Stock. WPHT Acting through its sole trustee, WPHT has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 2,000 shares of the Stock. LCHT Acting through its sole trustee, LCHT has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 2,000 shares of the Stock. ARBS Through its Trustee, WPH, ARBS has the sole power (and no shared power) to vote or to direct the vote and to dispose or to direct the disposition of 250,000 shares of the Stock. ARBL Through its Trustee, WPH, ARBL has the sole power (and no shared power) to vote or to direct the vote and to dispose or to direct the dispostion of 250,000 shares of the Stock. WRC Because of his positions as the sole trustee of each of MSHT, WPHT and LCHT, WRC has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 6,000 shares of the Stock. HBST Acting through its Trustee, HBST has the sole power to vote or to direct the vote or to direct the disposition of 259,835 shares of the Stock. SBST Acting through its Trustee, SBST has the sole power to vote or to direct the vote or to direct the disposition of 259,835 shares of the Stock. PCIC As the Trustee of HBST and SBST, PCIC has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 519,670 shares of the Stock. PCPC As the sole shareholder of PCIC, the Trustee of HBST and SBST, PCPC has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 519,670 shares of the Stock. BMT Acting through its Trustee, BMT has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 18,684 shares of the Stock. PRB In his capacity as Trustee of BMT, PRB has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 18,684 shares of the Stock. NLB NLB has no power to vote or to direct the vote or to dispose or to direct the disposition of any shares of the Stock. (c) During the past 60 days, each of the Reporting Persons named below purchased shares of the Stock in transactions executed on the National Association of Securities Dealers Automated Quotations System, as follows: REPORTING DATE NO. OF SHARES PRICE PER PERSON PURCHASED SHARE LMB 08-06-97 109,000 $31.02 WGCM 08-06-97 25,000 $31.02 RFBT 08-06-97 25,000 $31.02 PRBT 08-06-97 25,000 $31.02 SSBT 08-06-97 25,000 $31.02 HBST 08-06-97 92,000 $31.02 SBST 08-06-97 92,000 $31.02 LMB 08-07-97 25,001 $31.00 RFBT 08-07-97 8,333 $31.00 PRBT 08-07-97 8,333 $31.00 SSBT 08-07-97 8,333 $31.00 HBST 08-07-97 25,000 $31.00 SBST 08-07-97 25,000 $31.00 LMB 08-08-97 18,750 $30.42 RFBT 08-08-97 6,250 $30.42 PRBT 08-08-97 6,250 $30.42 SSBT 08-08-97 6,250 $30.42 HBST 08-08-97 18,750 $30.42 SBST 08-08-97 18,750 $30.42 Except as set forth in this paragraph (c), to the best of the knowledge of each of the Reporting Persons, none of the persons named in response to paragraph (a) has effected any transactions in shares of the Stock during the past 60 days. (d) Each of the Reporting Persons affirms that no person other than such Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the Stock owned by such Reporting Person. (e) Not applicable. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Certain of the Reporting Persons are parties to a Registration Rights Agreement (the "Registration Rights Agreement") between the Issuer and certain of its shareholders (hereinafter, the "Holders"), dated April 10, 1996, a copy of which is attached hereto as Exhibit 4.1, and the terms of which are incorporated herein by reference as if fully set forth herein. Pursuant to such Registration Rights Agreement, each of the Holders generally will have customary "piggy back" registration rights, that is, they will each have the right to cause their Restricted Shares (as defined in the Registration Rights Agreement) included in any registration statement filed by the Issuer with respect to the sale of securities by the Issuer or by any other stockholders of the Issuer. Additionally, Holders owning at least 50% of the Restricted Shares generally will have the right, on one occasion, to demand a "shelf" registration of their Restricted Shares. The Issuer will bear and pay all fees, costs and expenses incident to such registration statement. Except as set forth herein or in the Exhibits filed or to be filed herewith, there are no contracts, arrangements, understandings or relationships with respect to the shares of the Stock owned by the Reporting Persons. Item 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 4.1 -- Registration Rights Agreement dated April 10, 1996, between Human Genome Sciences, Inc. and the Holders (as set forth on the signature pages thereto). Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii). 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: August 8, 1997 COTHAM FAMILY PARTNERS, L.P. By: Matthew Kingston Cotham 1996 Trust, General Partner By: /s/ William P. Hallman, Jr. William P. Hallman, Jr., Sole Trustee /s/ William P. Hallman, Jr. William P. Hallman, Jr., Individually and as Sole Trustee of each of the Matthew Kingston Cotham 1996 Trust, P. Andrew Sterling 1990 Trust, Lisa D. Sterling 1990 Trust, the Philip D. Sterling 1990 Trust A, the Alexandra D. Sterling 1990 Trust A, the Annie R. Bass Grandson's Trust for Sid R. Bass, and the Annie R. Bass Grandson's Trust for Lee M. Bass Attorney-in-Fact for: LEE M. BASS (1) Individually and as Sole Trustee of each of the Ramona Frates Bass 1993 A Trust, the Perry R. Bass, II 1993 A Trust and the Sophie Seeligson Bass 1993 A Trust /s/ W. R. Cotham W. R. Cotham, Individually and as Sole Trustee of each of the Mary Susanna Hallman 1992 Trust, the William P. Hallman, III 1992 Trust and the Lee Caroline Hallman 1992 Trust Attorney-in-Fact for: SID R. BASS MANAGEMENT TRUST (2) SID R. BASS (3) THE BASS MANAGEMENT TRUST (4) PERRY R. BASS (5) NANCY L. BASS (6) WESLEY RICHARD GUYLAY(7) WESLEY GUYLAY CAPITAL MANAGEMENT, L.P. (8) PETER STERLING (9) PANTHER CITY INVESTMENT COMPANY By: /s/ W. R. Cotham W.R. Cotham, President PANTHER CITY PRODUCTION COMPANY By:/s/ W. R. Cotham W.R. Cotham, President PANTHER CITY INVESTMENT COMPANY in its capacity as Trustee for HYATT ANNE BASS SUCCESSOR TRUST SAMANTHA SIMS BASS SUCCESSOR TRUST By: /s/ W. R. Cotham W.R. Cotham, President /s/ W. R. Cotham W. R. Cotham (1) A Power of Attorney authorizing William P. Hallman, Jr. to act on behalf of Lee M. Bass previously has been filed with the Securities and Exchange Commission. (2) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of Sid R. Bass Management Trust previously has been filed with the Securities and Exchange Commission. (3) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of Sid R. Bass previously has been filed with the Securities and Exchange Commission. (4) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of The Bass Management Trust previously has been filed with the Securities and Exchange Commission. (5) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of Perry R. Bass previously has been filed with the Securities and Exchange Commission. (6) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of Nancy L. Bass previously has been filed with the Securities and Exchange Commission. (7) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of Wesley Richard Guylay previously has been filed with the Securities and Exchange Commission. (8) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of Wesley Guylay Capital Management, L.P. previously has been filed with the Securities and Exchange Commission. (9) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf Peter Sterling previousy has been filed with the Securities and Exchange Commission. EXHIBIT INDEX EXHIBIT DESCRIPTION PAGE 4.1 Registration Rights Agreement dated April 10, 1996, by and 52 between Human Genome Sciences, Inc. and the Holders (as set forth on the signature pages thereto). 99.1 Agreement and Power of Attorney pursuant to Rule 66 13d-1(f)(1)(iii), filed herewith EX-4.1 2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT AGREEMENT made and entered into this 10th day of April, 1996, between Human Genome Sciences, Inc., a Delaware corporation (the "Company"), and the parties set forth on the signature pages hereto ("Holders"). WITNESSETH: WHEREAS, Holders are purchasing 2,000,000 shares of Common Stock of the Company from two stockholders of the Company (excluding shares of Common Stock which are freely transferrable by Holders pursuant to Rule 144 (k), the "Restricted Shares"); WHEREAS, such stockholders have demand and piggyback registration rights with respect to the Restricted Shares; WHEREAS, Holders have agreed to a six-month lock-up with respect to the Restricted Shares; and WHEREAS, the Company has determined that it is in its best interests to grant to Holders registration rights on the terms set forth herein. NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the Company and Holders, intending to be legally bound, hereby agrees as follows: 1. REGISTRATION RIGHTS. 1.1 Required Registration. If, on or after the six month anniversary of the date hereof, the Company shall be requested by Holders owning at least 50% of the Restricted Shares to effect the registration under the Securities Act of 1933, as amended (the "Securities Act") of Restricted Shares, then the Company shall promptly give written notice of such request for registration to all other Holders and use its best efforts to effect the registration under the Securities Act of the Restricted Shares that the company has been requested to register for disposition as described in the request of the Holders, and all other Restricted Shares which other Holders have requested to be registered by written notice given within 15 days of the Company's notice; provided, however, that the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: (a) The Company shall not be obligated to file and cause to become effective more than one registration statement in which Restricted Shares are registered under the Securities Act pursuant to this Section 1.1. (b) Notwithstanding the foregoing, the Company may include in each such registration requested pursuant to this Section 1.1 any authorized but unissued shares of Common Stock (or authorized treasury shares) for sale by the Company or any issued and outstanding shares of Common Stock for sale by others. (c) The Company shall have the right to postpone the filing of a Registration Statement or the distribution pursuant thereto for a reasonable period or periods not to exceed ninety (90) days in the aggregate if the Board of Directors of the company has determined, in its good faith judgment, that it would materially interfere with any financing, acquisition, corporate reorganization or other material transaction involving the Company, or would require premature disclosure of any material non-public information. (d) The Company shall not be obligated to effect an underwritten public offering pursuant to this Section 1.1. 1.2 Piggyback Registration. (a) Each time that the Company proposes for any reason to register any of its securities under the Securities Act, other than pursuant to a registration statement on Form S-4 or Form S-8 or similar or successor forms (collectively, "Excluded Form") the Company shall promptly give written notice of such proposed registration to the Holders, which will offer such Holders the right to request inclusion of any Restricted Shares in the proposed registration. (b) The Holders shall have 30 days from the receipt of such notice to deliver to the Company a written request specifying the number of Restricted shares such Holders intends to sell and the Holders' intended method of disposition. (c) In the event that the proposed registration by the Company is, in whole or in part, an underwritten public offering of securities of the Company, any request under Section 1.2(b) may specify that the Restricted Shares be included in the underwriting on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such registration. (d) Upon receipt of a written request pursuant to Section 1.22(b), the Company shall promptly use its best efforts to cause all such Restricted Shares to be registered under the Securities Act, to the extent required to permit sale or disposition as set forth in the written request. (e) Notwithstanding the foregoing, if the managing underwriter of any such proposed registration determines and advises in writing that the inclusion of all Restricted Shares proposed to be included in the underwritten public offering by the Holders, together with any other issued and outstanding shares of Common Stock proposed to be included therein by holders other than Holders (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing of the Company's securities, then the total number of such securities proposed to be included in such underwritten public offering by the Holders and holders of the Other Shares shall be excluded from such registration statement to the extent necessary in the judgment of such managing underwriter, on a pro rata basis, based upon the number of securities sought to be registered by each such Holder of Restricted Shares and Other Shares. 1.3 Preparation and Filing. If and whenever the Company is under an obligation pursuant to the provision of this Section 1 to use its best efforts to effect the registration of any Restricted Shares, the Company shall, as expeditiously as practicable: (a) With respect to a registration statement filed pursuant to Section 1.1, prepare and file with the Commission a registration statement on Form S-3 to the extent such form is then available, or on such other form as shall then be available with respect to such securities and use its best efforts to cause such registration statement to become and remain effective in accordance with Section 1.1(b) hereof; (b) With respect to a registration statement filed pursuant to Section 1.1, prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective until the earlier of (i) the sale of all Restricted Shares covered thereby or (ii) nine months (exclusive of any period during which the distribution is postponed pursuant to Section 1.1(c)), and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Restricted Shares covered by such registration statement; (c) furnish to each Holder whose Restricted Shares are being registered pursuant to this Section 1 such number of copies of any summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such Holder may reasonable request in order to facilitate the public sale or other disposition of such Restricted Shares; (d) use its best efforts to register or qualify the Restricted Shares covered by such registration statement under the securities or blue sky laws of such jurisdiction as each Holder whose Restricted Shares are being registered pursuant to this Section 1 shall reasonably request and do any and all other acts or things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdictions of such Restricted Shares; provided, however, that the Company shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes; (e) at any time when a prospectus relating thereto covered by such registration statement is required to be delivered under the Securities Act within the appropriate period mentioned in Section 1.1(b) hereof, notify the Holders of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such Holder, prepare, file and furnish to such Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (f) if the Company has delivered preliminary or final prospectuses to the Holders and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Company shall promptly notify the Holders and, if requested, the Holders shall immediately cease making offers of Restricted Shares and return all prospectuses to the Company. The Company shall promptly provide the Holders with revised prospectuses and, following receipt of the revised prospectuses, the Holders shall be free to resume making offers of the Restricted Shares. 1.4 Expenses. The Company shall pay all expenses incurred by the Company in complying with this Section 1, including, without limitation, all registration and filing fees (including all expenses incident to filing with the National Association of Securities Dealers, Inc. and any stock exchange), fees and expenses of complying with the securities and blue sky laws of all such jurisdictions in which the Restricted Shares are proposed to be offered and sold, printing expenses and fees and disbursements of the Company's counsel; provided, however, that all underwriting discounts and selling commissions applicable to the Restricted Shares covered by registrations effected pursuant to Section 1.2 hereof shall be borne by the seller or sellers thereof, in proportion to the number of Restricted Shares sold by each such seller or sellers. 1.5 Indemnification. (a) In the event of any registration of any Restricted Shares under the Securities Act pursuant to this Section 1 or registration or qualification of any Restricted Shares pursuant to Section 1.3(d) hereof, the Company shall indemnify and hold harmless the seller of such shares, each underwriter of such shares, if any, each broker or any other person acting on behalf of such seller and each other person, if any, who controls any of the foregoing persons, within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which any of the foregoing persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement under which such Restricted Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or any document incident to registration or qualification of any Restricted Shares pursuant to Section 1.3(d) hereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or, with resect to any prospectus, necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or any violation by the Company of the Securities Act or any state securities or blue sky laws applicable to the Company and relating to action or inaction required of the Company in connection with such registration or qualification under the Securities Act or such state securities or blue sky laws. The Company shall reimburse on demand such seller, underwriter, broker or other person acting on behalf of such seller and each such controlling person for any legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in said registration statement, preliminary or final prospectus or amendment or supplement thereto or any document incident to registration or qualification of any Restricted Shares pursuant to Section 1.3(d) hereof, in reliance upon and in conformity with written information furnished to the company by such seller, underwriter, broker, other person or controlling person specifically for use in the preparation thereof. (b) Before Restricted Shares held by any prospective seller shall be included in any registration pursuant to this Section 1, such prospective seller and any underwriter acting on its behalf shall have agreed to indemnify and hold harmless (in the same manner and to the same extent as set forth in paragraph (a)) the Company, each director of the Company, each officer of the Company who signs such registration statement and any person who controls the Company within the meaning of the Securities Act, with respect to any untrue statement or omission from such registration statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, if such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such seller or such underwriter specifically for use in the preparation of such registration statement, preliminary prospectus, final prospectus or amendment or supplement; provided, however, that the maximum amount of liability in respect of such indemnification shall be limited, in the case of each prospective seller, to an amount equal to the net proceeds actually received by such prospective seller from the sale of Restricted Shares effected pursuant to such registration. (c) Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in Section 1.5(a) or (b) hereof, such indemnified party will, if a claim in respect thereof is to made against the indemnifying party under this Section 1.5, give written notice to the latter of the commencement of such action. In case any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party of its election to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and, after notice to such indemnified party from the indemnifying party of its election to assume the defense thereof, the indemnifying party shall be responsible for any legal or other expenses subsequently incurred by the indemnifying party in connection with the defense thereof; provided, however, that, if any indemnified party shall have reasonably concluded that there may be one or more legal defenses available to such indemnified party which are different from or additional to those available to the indemnifying party, or that such claim or litigation involves or could have an effect upon matters beyond the scope of the indemnity agreement provided in this Section 1.5, the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party, and such indemnifying party shall reimburse such indemnified party and any person controlling such indemnified party for the fees and expenses of counsel retained by the indemnified party which are reasonably related to the matters covered by the indemnity agreement provided in this Section 1.5 (provided, however, that the Company shall not be obligated to reimburse the indemnified parties and persons who control the indemnified parties for the fees and expenses of more than one separate law firm exclusive of local counsel). Neither the indemnifying party nor the indemnified party shall make any settlement of any claims indemnified against hereunder without the written consent of the other party or parties, which consent shall not be unreasonably withheld. (d) In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (i) the Holders, or any controlling person of the Holders, makes a claim for indemnification pursuant to this Section 1.5, but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 1.5 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of the Holder or any such controlling person in circumstances for which indemnification is provided under this Section 1.5; then, in each such case, the Company and the Holders will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject as is appropriate to reflect the relative fault of the Company and the Holders in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, it being understood that the parties acknowledge that the overriding equitable consideration to be given effect in connection with this provision is the ability of one party or the other to correct the statement or omission which resulted in such losses, claims, damages or liabilities, and it would not be just and equitable if contribution pursuant hereto were to be determined by pro rata allocation or by any other method of allocation which does not take into consideration the foregoing equitable considerations. Notwithstanding the foregoing, (i) the Holders will not be required to contribute any amount in excess of the proceeds to it of all Restricted Shares sold by it pursuant to such registration statement, and (ii) no person or entity guilty of fraudulent misrepresentation, within the meaning of Section 11(f) of the Securities Act, shall be entitled to contribution from any person or entity who is not guilty of such fraudulent misrepresentation. (e) Notwithstanding any of the foregoing, if, in connection with an underwritten public offering of any Restricted Shares, the Company, the Holders and the underwriters enter into an underwriting or purchase agreement relating to such offering which contains provision covering indemnification among the parties, then the indemnification provision of this Section 1.5 shall be deemed inoperative for purposes of such offering. 2. LOCK-UP. Each of the Holders hereby agrees not to directly or indirectly, offer for sale, sell or otherwise dispose of (or enter into any short sale, option or other transaction or device which is designed to, or could be expected to, result in the disposition at any time in future of) the Restricted Shares (including, without limitation, Restricted Shares that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Commission), for a period of 180 days after the date of this Agreement. 3. NOTICES. Any notices or other communications required or permitted hereunder, shall be sufficiently given if in writing (including by telecopy) and personally delivered or sent by registered or certified mail, postage prepaid, return receipt requested, or transmitted by telecopy, with confirmation of receipt, addressed as follows or to such other address as the parties shall have given notice of pursuant hereto: In the case of Holders: the address set forth on Exhibit A for such Holder with a copy to: Kelly, Hart & Hallman, P.C. 2500 Texas Commerce Bank Tower 201 Main Street Fort Worth, Texas 76102 Attention: Thomas W. Briggs Telephone: 817-332-2500 Telecopier: 817-878-9280 In the case of the Company: Human Genome Sciences, Inc. 9410 Key West Avenue Rockville, MD 20850 Attention: Melvin Booth Telephone: 301-309-8504 Telecopier: 301-309-8512 with a copy to: Bachner, Tally, Polevoy & Misher LLP 380 Madison Avenue New York, New York 10017 Attention: Steven A. Fishman, Esq. Telephone: 212-503-2051 Telecopier: 212-682-5729 4. ENTIRE AGREEMENT. This Agreement represents the entire agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes any and all prior oral and written agreements, arrangements and understandings among the parties hereto with respect to such subject matter; and can be amended, supplemented or changed, and any provision hereof can be waived, only by a written instrument exceeded by the party to be bound. 5. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors. The rights hereunder may not be assigned by the Holders without the written consent of the Company. 6. PARAGRAPH HEADINGS. The paragraph headings contained in this Agreement are for general reference purposes only and shall not affect in any manner the meaning, interpretation or construction of the terms or other provisions of this Agreement. 7. APPLICABLE LAW. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Maryland, applicable to contracts to be made, executed, delivered and performed wholly within such state and, in any case, without regard to the conflicts of law principles of such state. 8. SEVERABILITY. If at any time subsequent to the date hereof, any provision of this Agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality or unenforceability of such provision shall have no effect upon and shall not impair the enforceability of any other provision of this Agreement. 9. NO WAIVER. The failure of any party at any time or times to require performance of any provision hereof shall not affect the right at a later time to enforce the same. No waiver by any party of any condition, and no breach of any provision, term, covenant, representation or warranty contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be construed as a further or continuing waiver of any such condition or of the breach of any other provision, term, covenant, representation or warranty of this Agreement. 10. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute but one and the same original instrument. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their respective officers thereunto duly authorized as of the date first above written. HUMAN GENOME SCIENCES, INC. By: /s/ Melvin D. Booth Melvin D. Booth President and Chief Operating Officer SID R. BASS MANAGEMENT TRUST By: /s/ Sid R. Bass Sid R. Bass, Trustee By: /s/ Lee M. Bass Lee M. Bass, Trustee RUST FAMILY INVESTMENT FUND, L.P. By: /s/ Jane B. Eisner Jane B. Eisner, General Partner WESLEY GUYLAY CAPITAL MANAGEMENT By: /s/ Wesley Richard Guylay Wesley Richard Guylay, General Partner RAMONA FRATES BASS 1993 A TRUST By: /s/ Lee M. Bass Lee M. Bass, Trustee PERRY R. BASS, II 1993 A TRUST By: /s/ Lee M. Bass Lee M. Bass, Trustee SOPHIE SEELIGSON BASS 1993 A TRUST By: /s/ Lee M. Bass Lee M. Bass, Trustee CDC PARTNERS By: /s/ Dee J. Kelly, Jr. Dee J. Kelly, Jr., General Partner DEE J. KELLY TRUST NO. 2 By: /s/ Paul Rowntree Paul Rowntree, Trustee By: /s/ Dee J. Kelly Dee J. Kelly By: /s/ Peter Sterling Peter Sterling COTHAM FAMILY PARTNERS, L.P. By: Matthew Kingston Cotham 1996, Trust, General Partner By: /s/ William P. Hallman, Jr. William P. Hallman, Jr., Trustee ANDREW P. STERLING 1990 TRUST By: /s/ William P. Hallman, Jr. William P. Hallman, Jr., Trustee LISA D. STERLING 1990 TRUST By: /s/ William P. Hallman, Jr. William P. Hallman, Jr., Trustee PHILIP D. STERLING 1990 TRUST By: /s/ William P. Hallman, Jr. William P. Hallman, Jr., Trustee ALEXANDRA D. STERLING 1990 TRUST By: /s/ William P. Hallman, Jr. William P. Hallman, Jr., Trustee MARY SUSANNA HALLMAN 1992 TRUST By: /s/ W.R. Cotham W. R. Cotham, Trustee WILLIAM P. HALLMAN, III 1992 TRUST By: /s/ W. R. Cotham W. R. Cotham, Trustee LEE CAROLINE HALLMAN 1992 TRUST By: /s/ W. R. Cotham W. R. Cotham, Trustee EXHIBIT A (a) If to the Holders, to: Sid R. Bass Management Trust 3200 Texas Commerce Tower 201 Main Street Fort Worth, Texas 76102 Attention: Sid R. Bass Lee M. Bass 3200 Texas Commerce Tower 201 Main Street Fort Worth, Texas 76102 Rust Family Investment Fund, L.P. c/o Irwin E. Russell 433 North Camden Drive, Suite 1200 Beverly Hills, California 90210 Wesley Guylay Capital Management 30 Rockefeller Plaza, Suite 4535 New York, New York 10112 Attention: Wesley Richard Guylay Ramona Frates Bass 1993 A Trust 3200 Texas Commerce Tower 201 Main Street Fort Worth, Texas 76102 Attention: Lee M. Bass Perry R. Bass, II 1993 A Trust 3200 Texas Commerce Tower 201 Main Street Fort Worth, Texas 76102 Attention: Lee M. Bass Sophie Seeligson Bass 1993 A Trust 3200 Texas Commerce Tower 201 Main Street Fort Worth, Texas 76102 Attention: Lee M. Bass Dee J. Kelly 2500 Texas Commerce Tower 201 Main Street Fort Worth, Texas 76102 CDC Partners 2500 Texas Commerce Tower 201 Main Street Fort Worth, Texas 76102 Attention: Dee J. Kelly, Jr. Dee J. Kelly Trust No. 2 8701 Bedford-Euless Road Hurst, Texas 76053 Attention: Paul Rowntree Cotham Family Partners, L.P. 2600 Texas Commerce Tower 201 Main Street Fort Worth, Texas 76102 Attention: William P. Hallman, Jr. Peter Sterling 3200 Texas Commerce Tower 201 Main Street Fort Worth, Texas 76102 Andrew P. Sterling 1990 Trust 3200 Texas Commerce Tower 201 Main Street Fort Worth, Texas 76102 Attention: William P. Hallman, Jr. Lisa D. Sterling 1990 Trust 3200 Texas Commerce Tower 201 Main Street Fort Worth, Texas 76102 Attention: William P. Hallman, Jr. Philip D. Sterling 1990 Trust 3200 Texas Commerce Tower 201 Main Street Fort Worth, Texas 76102 Attention: William P. Hallman, Jr. Alexandra D. Sterling 1990 Trust 3200 Texas Commerce Tower 201 Main Street Fort Worth, Texas 76102 Attention: William P. Hallman, Jr. William P. Hallman, Jr. 3200 Texas Commerce Tower 201 Main Street Fort Worth, Texas 76102 Mary Susanna Hallman 1992 Trust 2600 Texas Commerce Tower 201 Main Street Fort Worth, Texas 76102 Attention: W.R. Cotham William P. Hallman, III 1992 Trust 2600 Texas Commerce Tower 201 Main Street Fort Worth, Texas 76102 Attention: W.R. Cotham Lee Caroline Hallman 1992 Trust 2600 Texas Commerce Tower 201 Main Street Fort Worth, Texas 76102 Attention: W.R. Cotham with a copy to: Kelly, Hart & Hallman, P.C. 2500 Texas Commerce Bank Tower 201 Main Street Fort Worth, Texas 76102 Attention: Thomas W. Briggs EX-99.1 3 JOINT FILING AGRMT AND POWER OF ATTORNEY FOR SCHED. 13D Exhibit 99.1 1. Joint Filing. Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth below. 2. Power of Attorney. Know all persons by these presents that the each person whose signature appears below constitutes and appoints W. Robert Cotham, Mark L. Hart, Jr. and William P. Hallman, Jr., and each of them, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign any and all amendments to the Schedule 13D, and any reports filed pursuant to Section 16 of the Securities Exchange Act of 1934, filed on behalf of each of them with respect to their beneficial ownership of Xtra Corporation and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or such person or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. COTHAM FAMILY PARTNERS, L.P. By: Matthew Kingston Cotham 1996 Trust, General Partner By: /s/ William P. Hallman, Jr. William P. Hallman, Jr., Sole Trustee /s/ William P. Hallman, Jr. William P. Hallman, Jr., Individually and as Sole Trustee of each of the Matthew Kingston Cotham 1996 Trust, P. Andrew Sterling 1990 Trust, Lisa D. Sterling 1990 Trust, the Philip D. Sterling 1990 Trust A, the Alexandra D. Sterling 1990 Trust A, the Annie R. Bass Grandson's Trust for Sid R. Bass, and the Annie R. Bass Grandson's Trust for Lee M. Bass Attorney-in-Fact for: LEE M. BASS (1) Individually and as Sole Trustee of each of the Ramona Frates Bass 1993 A Trust, the Perry R. Bass, II 1993 A Trust and the Sophie Seeligson Bass 1993 A Trust /s/ W. R. Cotham W. R. Cotham, Individually and as Sole Trustee of each of the Mary Susanna Hallman 1992 Trust, the William P. Hallman, III 1992 Trust and the Lee Caroline Hallman 1992 Trust Attorney-in-Fact for: SID R. BASS MANAGEMENT TRUST (2) SID R. BASS (3) THE BASS MANAGEMENT TRUST (4) PERRY R. BASS (5) NANCY L. BASS (6) WESLEY RICHARD GUYLAY(7) WESLEY GUYLAY CAPITAL MANAGEMENT, L.P. (8) PETER STERLING (9) PANTHER CITY INVESTMENT COMPANY By: /s/ W. R. Cotham W.R. Cotham, President PANTHER CITY PRODUCTION COMPANY By:/s/ W. R. Cotham W.R. Cotham, President PANTHER CITY INVESTMENT COMPANY in its capacity as Trustee for HYATT ANNE BASS SUCCESSOR TRUST SAMANTHA SIMS BASS SUCCESSOR TRUST By: /s/ W. R. Cotham W.R. Cotham, President /s/ W. R. Cotham W. R. Cotham (1) A Power of Attorney authorizing William P. Hallman, Jr. to act on behalf of Lee M. Bass previously has been filed with the Securities and Exchange Commission. (2) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of Sid R. Bass Management Trust previously has been filed with the Securities and Exchange Commission. (3) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of Sid R. Bass previously has been filed with the Securities and Exchange Commission. (4) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of The Bass Management Trust previously has been filed with the Securities and Exchange Commission. (5) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of Perry R. Bass previously has been filed with the Securities and Exchange Commission. (6) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of Nancy L. Bass previously has been filed with the Securities and Exchange Commission. (7) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of Wesley Richard Guylay previously has been filed with the Securities and Exchange Commission. (8) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of Wesley Guylay Capital Management, L.P. previously has been filed with the Securities and Exchange Commission. (9) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of Peter Sterling previously has been filed with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----