SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CERUS CORPORATION
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(Name of Issuer)
COMMON SHARES $0.001 PAR VALUE PER SHARE
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(Title of Class of Securities)
157085 10 1
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(CUSIP Number)
Charles W. Thurman
BAXTER INTERNATIONAL INC.
and
SUBSIDIARIES PENSION TRUST
One Baxter Parkway
Deerfield, Illinois 60015
847.948.2403
_______________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 29, 2001
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(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
[_]
NOTE: Schedules filed in paper format should include a signed original and five
(5) copies of the schedule. See Rule 13d-7(b) for other parties to whom
copies are to be sent.
* 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).
(Continued on following page(s))
SCHEDULE 13D
CUSIP No. 157085 10 1
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NAMES OF REPORTING PERSONS
1 S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
BAXTER INTERNATIONAL INC. and SUBSIDIARIES PENSION TRUST
Tax Identification Number 04-3259740
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS (See Instruction)
4
N/A
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 3(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Massachusetts
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SOLE VOTING POWER
7
NUMBER OF
2,300,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY -0-
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EACH SOLE DISPOSITIVE POWER
9
REPORTING
2,300,000
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,300,000
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 (See Instructions)
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
14.7%
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TYPE OF REPORTING PERSON (See Instructions)
14
EP
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Page 2 of 5 Pages
CUSIP No. 157085 10 1
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This Schedule 13D relates to the holdings of Baxter International Inc. and
Subsidiaries Pension Trust, a trust organized under the laws of Massachusetts
("Holder") of common stock, $0.001 par value per share ("Common Stock") of Cerus
Corporation, a Delaware corporation (the "Company").
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock of the Company. The address of the
principal executive offices of the Company is:
2525 Stanwell Drive
Suite 300
Concord, California 94520
Telephone: 510.603.9701
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by Baxter International Inc. and Subsidiaries
Pension Trust, a qualified pension plan trust. The principal executive offices
of Holder are:
One Baxter Parkway
Deerfield, Illinois 60015
Telephone: 847.948.4310
Holder nor, to the best of the knowledge of Holder, any director or executive
officer of Holder, has been, during the last five years, (a) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(b) 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As described in Item 4 below, Holder received 1,800,000 shares of Common Stock
of the Company as an excess contribution from Baxter International Inc.,
effective June 29, 2001, in a private placement.
Item 4. PURPOSE OF TRANSACTION.
Holder acquired 1,800,000 shares of Common Stock on June 29, 2001.
Holder received, as an excess contribution, via a private placement,
1,800,000 shares of Common Stock on June 29, 2001, at the closing price
of the Company's Common Stock per share, on June 28, 2001, as reported
in the NASDAQ national market quotation service.
Page 3 of 5 Pages
Item 5. INTEREST IN SECURITIES OF THE ISSUER:
Except as set forth herein, Holder and, to the best of the knowledge of
Holder, no director or executive officer of Holder beneficially owns
any other shares of Common Stock of the Company.
(a) Holder has no present plans or proposals which relate to or may
result in, any of the matters listed in items 4(a) - f(j) of
Schedule 13D, although each reserves the right to develop such
plans.
(b) Holder has the sole power to vote and dispose of the Common
Stock.
(c) On May 15, 2001, Holder privately acquired from the Company
500,000 shares of Common Stock for an aggregate cash purchase
price of $26,000,000.
(d) Not Applicable.
(e) Not Applicable.
Item 6. CONTRACTS OR ARRANGEMENTS WITH RESPECT TO ISSUER SECURITIES.
Not Applicable.
Item 7. MATERIALS TO BE FILED AS EXHIBITS.
Not Applicable.
Page 4 of 5 Pages
S I G N A T U R E
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned trust certifies that the information set forth in this Statement is
true, complete and correct.
Dated: July 2, 2001
BAXTER INTERNATIONAL INC.
and
SUBSIDIARIES PENSION TRUST
By: /s/ Charles W. Thurman
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Charles W. Thurman, for
Its Investment Committee
Page 5 of 5 Pages