-----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, SYNOQs1oYOt4rbGLsJHjZITPe9Pcu100gprfA/nprYh4VmXDQsN7jxaSTO2HLhm8 9hXRgXbyRi1Noml4GPK8NA== 0000904454-99-000177.txt : 19991124 0000904454-99-000177.hdr.sgml : 19991124 ACCESSION NUMBER: 0000904454-99-000177 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991123 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CUBIST PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000912183 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 223192085 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-47321 FILM NUMBER: 99763215 BUSINESS ADDRESS: STREET 1: 24 EMILY ST CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 6075761999 MAIL ADDRESS: STREET 1: 24 EMILY ST CITY: CAMBRIDGE STATE: MA ZIP: 02139 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL BIOTECHNOLOGY TRUST PLC CENTRAL INDEX KEY: 0000942257 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: FIVE ARROWS HOUSE STREET 2: ST SWITHINS LN CITY: LONDON EC4N 8NR MAIL ADDRESS: STREET 1: FIVE ARROWS HOUSE STREET 2: ST SWITHINS LN CITY: LONDON EC4N 8NR SC 13D/A 1 SC 13D/A CUSIP No. 0002296781 Page 1 of 4 Pages SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 2)1 Cubist Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 0002296781 (CUSIP Number) Jeremy L. Curnock Cook John C. MacMurray, Esq. Rothschild Asset Management Ltd. Reboul, MacMurray, Hewitt, Five Arrows House Maynard & Kristol St. Swithin's Lane 45 Rockefeller Plaza London EC4N 8NR England New York, New York 10111 Tel. 011-171-280-5000 Tel. (212) 841-5700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 23, 1999 (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(e), 13d-1(f) or 13d-1(g), check the following box [ ]. - -------- 1 The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter 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 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. CUSIP No. 0002296781 Page 2 of 4 Pages 1) Name of Reporting Person International S.S. or I.R.S. Identification Biotechnology No. of Above Person Trust plc 2) Check the Appropriate Box (a) [ ] if a Member of a Group (b) [ ] 3) SEC Use Only 4) Source of Funds Not Applicable 5) Check if Disclosure of Legal Proceedings is Not Applicable Required Pursuant to Items 2(d) or 2(e) 6) Citizenship or Place of Organization United Kingdom Number of 7) Sole Voting 1,199,661 shares of Shares Beneficially Power Common Stock, $.001 Owned by par value ("Common Reporting Person Stock") 8) Shared Voting Power -0- 9) Sole Disposi- 1,199,661 shares of tive Power Common Stock 10) Shared Dis- positive Power -0- 11) Aggregate Amount Beneficially 1,199,661 shares of Owned by Each Reporting Person Common Stock 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13) Percent of Class Represented by 5.9% Amount in Row (11) 14) Type of Reporting Person CO CUSIP No. 0002296781 Page 3 of 4 Pages AMENDMENT NO. 2 TO SCHEDULE 13D Reference is hereby made to the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "Commission") on July 28, 1997 and Amendment No. 1 thereto filed on November 30, 1998 (as so amended, the "Schedule 13D"). Terms defined in the Schedule 13D are used herein as so defined. The Schedule 13D is hereby amended as follows: Item 5. Interest in Securities of the Issuer. Item 5 is hereby amended and restated to read in its entirety as follows: (a) Based on a total of 20,283,152 shares of Common Stock outstanding as of November 12, 1999, as reported in the Issuer's Report on Form 10-Q for the period ended September 30, 1999 filed with the Commission on November 12, 1999, IBT owns 1,199,661 shares of Common Stock, or approximately 5.9% of the Common Stock outstanding. (b) Except as described in Item 6 of the Schedule 13D, IBT has sole power to vote or direct the voting of and to dispose or to direct the disposition of the shares of Common Stock referred to in paragraph (a) above. (c) Between September 14 and September 24, 1999 IBT sold an aggregate 223,223 shares of Common Stock in open market transactions, at an average price of $10.30 per share. On November 15, 1999 IBT exercised its Warrant for 111,112 shares of Common Stock (the "Warrant Shares") in its entirety in a cashless exercise transaction, selling certain of the Warrant Shares to pay the exercise price of $2.25 per share. The remaining 83,334 Warrant Shares were then issued to IBT. (d) No other person has the power to direct the receipt of dividends on, or the proceeds from sales of, the shares of Common Stock owned by IBT. (e) Not applicable. CUSIP No. 0002296781 Page 4 of 4 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: November 22, 1999 INTERNATIONAL BIOTECHNOLOGY TRUST PLC By:/s/ Jeremy L. Curnock Cook Director -----END PRIVACY-ENHANCED MESSAGE-----