CUSIP No. 00202H108 |
SCHEDULE
13D/A
|
Page 2
of 14
|
1
|
NAME
OF REPORTING PERSONS
Dr.
Patrick Soon-Shiong
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(entities only).
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a) o
(b) x
|
3
|
SEC USE
ONLY
|
4
|
SOURCE
OF FUNDS (See Intructions)
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) or
2(e)
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER
117,948
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
129,992,403
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
117,948
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
129,992,403
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
130,110,351
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) o
Not Applicable
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
81.1%
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 00202H108 |
SCHEDULE
13D/A
|
Page 3
of 14
|
1
|
NAME
OF REPORTING PERSONS
Steven
H. Hassan
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(entities only).
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a) o
(b) x
|
3
|
SEC USE
ONLY
|
4
|
SOURCE
OF FUNDS (See Intructions)
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) or
2(e)
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER
0
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
129,992,403
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
0
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
129,992,403
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
129,992,403
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See
Instructions) o
Not Applicable
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
81.0%
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 00202H108 |
SCHEDULE
13D/A
|
Page 4
of 14
|
1
|
NAME
OF REPORTING PERSONS
Themba
2005 Trust I
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(entities only).
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a) o
(b) x
|
3
|
SEC USE
ONLY
|
4
|
SOURCE
OF FUNDS (See Intructions)
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) or
2(e)
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cook
Islands
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER
0
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
38,399,338
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
0
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
38,399,338
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,399,338
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See
Instructions) o
Not Applicable
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.9%
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
OO
|
CUSIP No. 00202H108 |
SCHEDULE
13D/A
|
Page 5
of 14
|
1
|
NAME
OF REPORTING PERSONS
Themba
2005 Trust II
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(entities only).
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a) o
(b) x
|
3
|
SEC USE
ONLY
|
4
|
SOURCE
OF FUNDS (See Intructions)
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) or
2(e)
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cook
Islands
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER
0
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
38,399,338
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
0
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
38,399,338
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,399,338
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See
Instructions) o
Not Applicable
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.9%
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
OO
|
CUSIP No. 00202H108 |
SCHEDULE
13D/A
|
Page 6
of 14
|
1
|
NAME
OF REPORTING PERSONS
California
Capital Limited Partnership
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(entities only).
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a) o
(b) x
|
3
|
SEC USE
ONLY
|
4
|
SOURCE
OF FUNDS (See Intructions)
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) or
2(e)
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
California
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER
0
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
36,814,379
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
0
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
36,814,379
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,814,379
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See
Instructions) o
Not Applicable
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.9%
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
PN
|
CUSIP No. 00202H108 |
SCHEDULE
13D/A
|
Page 7
of 14
|
1
|
NAME
OF REPORTING PERSONS
Themba
LLC
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(entities only).
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a) o
(b) x
|
3
|
SEC USE
ONLY
|
4
|
SOURCE
OF FUNDS (See Intructions)
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) or
2(e)
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
California
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER
0
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
36,814,379
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
0
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
36,814,379
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,814,379
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See
Instructions) o
Not Applicable
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.9%
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
PN
|
(a)
|
This
statement is being filed on behalf of Dr. Patrick Soon-Shiong; Mr. Steven
H. Hassan; The Themba 2005 Trust I (“Themba I”), a trust established under
the laws of the Cook Islands; The Themba 2005 Trust II (“Themba II”), a
trust established under the laws of the Cook Islands; California Capital
Limited Partnership (“CA Capital”), a limited partnership established
under the laws of the State of California; and Themba LLC (“Themba LLC”),
a limited liability company established under the laws of the State of
California. Dr. Soon-Shiong, Mr. Hassan, Themba I, Themba II,
CA Capital and Themba LLC are referred to herein as
the “Reporting Persons.”
|
(b)
|
The
principal business address of Themba I, Themba II, CA Capital, and Themba
LLC, is 10182 Culver Boulevard, Culver City, California
90232. The business address of Dr. Soon-Shiong, is 11755
Wilshire Blvd., Suite 2000, Los Angeles, CA 90025 and the
business address of Mr. Hassan is 10182 Culver Boulevard,
Culver City, California 90232.
|
(c)
|
Dr.
Soon-Shiong is the Chairman and Chief Executive Officer of Abraxis
BioScience, Inc. Mr. Hassan is an independent certified public
accountant. He is also the manager of Themba LLC, and a trustee
of Themba I and Themba II. Themba I and Themba II are trusts
for the benefit of Dr. Soon-Shiong and members of his
family. Themba I and Themba II hold shares of Common Stock,
directly and indirectly. Themba I also holds a 49.5%
partnership interest in CA Capital; Themba II also holds a 49.5%
partnership interest in CA Capital. The principal business of
CA Capital is the holding of shares of Common Stock. The
principal business of Themba LLC is acting as the general partner of CA
Capital (of which Themba LLC owns a 1% general partnership
interest). 50% of the membership interests of Themba LLC are
owned by Themba I and 50% of the membership interests of Themba LLC are
owned by Themba II.
|
(d)
|
None
of the Reporting Persons has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) during the last
five years.
|
(e)
|
None
of the Reporting Persons has been, during the last five years, party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which the Reporting Person is or was subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws on finding any violation with respect to such
laws.
|
•
|
vote
their shares in favor of the adoption of the Merger Agreement and against
any alternative transaction proposal;
and
|
•
|
not
to transfer any of the shares of Common Stock, subject to limited
exceptions.
|
1.
|
Written
Consent and Voting Agreement, dated as of July 6, 2008, by and among
Fresenius SE, a societas
europaea organized under the laws of Germany (“Parent”), Fresenius
Kabi Pharmaceuticals Holding LLC, a Delaware limited liability company and
an indirect, wholly-owned subsidiary of Parent (“Holdco”), Fresenius Kabi
Pharmaceuticals LLC, a Delaware limited liability company and a direct,
wholly-owned subsidiary of Holdco (“Sub”), and the Stockholders named
therein (incorporated by reference to Exhibit 10.1 of the Current Report
on Form 8-K filed by the Company on July 7,
2008).
|
2.
|
Joint
Filing Agreement dated July 10, 2008, by and among Dr. Soon-Shiong, Mr.
Hassan, Themba I, Themba II, CA Capital and Themba
LLC.
|
|
|
/s/ Steven H. Hassan | |
Steven H.
Hassan
|
|||
THE
THEMBA 2005 TRUST I
|
|||
|
By:
|
/s/ Steven H. Hassan | |
Steven H. Hassan, Trustee | |||
THE
THEMBA 2005 TRUST II
|
|||
|
By:
|
/s/ Steven H. Hassan | |
Steven H. Hassan, Trustee | |||
CALIFORNIA
CAPITAL LIMITED PARTNERSHIP
|
|||
By: |
Themba
LLC, its general partner
|
||
|
By:
|
/s/ Steven H. Hassan | |
Name: Steven H. Hassan | |||
Title: Manager |
THEMBA
LLC
|
|||
|
By:
|
/s/ Steven H. Hassan | |
Name: Steven H. Hassan | |||
Title: Manager |
1.
|
Written
Consent and Voting Agreement, dated as of July 6, 2008, by and among
Fresenius SE, a societas
europaea organized under the laws of Germany (“Parent”), Fresenius
Kabi Pharmaceuticals Holding LLC, a Delaware limited liability company and
an indirect, wholly-owned subsidiary of Parent (“Holdco”), Fresenius Kabi
Pharmaceuticals LLC, a Delaware limited liability company and a direct,
wholly-owned subsidiary of Holdco (“Sub”), and the Stockholders named
therein (incorporated by reference to Exhibit 10.1 of the Current Report
on Form 8-K filed by the Company on July 7,
2008).
|
2.
|
Joint
Filing Agreement dated July 10, 2008, by and among Dr. Soon-Shiong, Mr.
Hassan, Themba I, Themba II, CA Capital and Themba
LLC.
|