UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
AASTROM BIOSCIENCES INC.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
00253U107
(CUSIP Number)
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Mr. Roger B. Peikin
Aletheia Research & Management, Inc.
100 Wilshire Boulevard, Suite 1960
Santa Monica, CA 90401
(310)-899-0800
August 27, 2004
(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 information required in 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, as amended (the "Act"), 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. 00253U107 13D Page 2 of 8 Pages
SCHEDULE 13D
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Aletheia Research & Management, Inc., IRS No.- 95-4647814
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
4,711,474 shares of Common Stock.
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 4,111,474 shares of Common Stock.
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,111,474 shares of Common Stock.
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.80%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1. Security and Issuer.
This statement relates to the Common Stock, no par value per share
(the "Common Stock"), of Aastrom Biosciences Inc., a Michigan corporation (the
"Issuer"). The Issuer maintains its principal executive office at 24 Frank Lloyd
Wright Dr., PO Box 376, Ann Arbor, MI 48106.
Item 2. Identity and Background.
(a) This statement is filed by Aletheia Research & Management, Inc.,
a California corporation, ("Aletheia"), with respect to shares of the Issuer's
Common Stock held by managed accounts over which Aletheia has discretionary
authority and partnerships with respect to which Aletheia serves as general
partner.
(b) The business address of Aletheia is 100 Wilshire Boulevard,
Suite 1960, Santa Monica, CA 90401.
(c) The principal business of Aletheia is securities investment.
(d) During the past five years, neither Aletheia nor any of its
executive officers, directors or control persons has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, neither Aletheia nor any of its
executive officers, directors or control persons has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
resulting in their being subject to a judgment, decree or final order enjoining
any such person from future violations of or prohibiting or mandating activities
subject to federal or state securities laws, or finding any violation of such
laws by any such person.
(f) Not applicable.
Item 3. Source and Amount of Funds or Other Consideration.
Aletheia owns 4,711,474 shares of the Issuer's Common Stock on
behalf of managed accounts and partnerships with respect to which Aletheia
serves as general partner. Such managed accounts and partnerships have paid
$5,684,864 from their personal funds or working capital for such shares.
Item 4. Purpose of Transaction.
Aletheia has acquired its shares of the Issuer's Common Stock for
investment. Aletheia has no plans or proposals which, other than as expressly
set forth below, would relate to or would result in: (a) the acquisition of
additional securities of the Issuer or the disposition of presently-owned
securities of the Issuer; (b) any extraordinary corporate transaction involving
the Issuer; (c) a sale or transfer of a material amount of assets of the Issuer;
(d) any change in the present Board of Directors or management of the Issuer;
(d) any material change in the present capitalization or dividend policy of the
Issuer; (f) any material change in the operating policies or corporate structure
of the Issuer; (g) any change in the Issuer's charter or by-laws; (h) the Common
Stock of the Issuer ceasing to be authorized to be quoted in the NASDAQ
inter-dealer
3
quotation system; or (i) causing the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934. Aletheia however reserves the right, at a later date, to effect one or
more of such changes or transactions.
Aletheia may continue to purchase additional shares of the Issuer's
Common Stock or sell some or all of its shares of the Issuer's Common Stock in
the open market or in privately negotiated transactions from or to one or more
sellers or purchasers, as the case may be, provided that, in accordance with its
best judgment in light of the circumstances existing at the time, such
transactions present an attractive (long or short term) opportunity for profit.
Aletheia further reserves the right to act in concert with any other
shareholders of the Issuer, or other persons, for a common purpose should it
determine to do so, and/or to recommend courses of action to management and the
shareholders of the Issuer.
Item 5. Interest in Securities of the Issuer.
(a) The number of shares of the Issuer's Common Stock and the
percentage of the outstanding shares (based upon 81,127,735 shares of Common
Stock outstanding as reported in the Issuer's Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 2004) directly or indirectly beneficially
owned by the Reporting Person is as follows:
Percentage of
Name Number of Shares Outstanding Shares
- ---- ---------------- ------------------
Aletheia 4,711,474 5.80%
(b) Aletheia has sole power to vote and sole power to dispose or to
direct the disposition of 4,711,474 shares of the Issuer's Common Stock.
(c) See Appendix 1 annexed hereto.
(d) Certain persons have the right to receive dividends from or the
proceeds of sale of certain of the shares of the Issuer's Common Stock included
in this statement. No such person individually has the right to receive
dividends or proceeds relating to shares of the Issuer's Common Stock
constituting more than 5% of the class of the Issuer's Common Stock.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Aletheia may be deemed to have beneficial ownership and control of
the shares of the Issuer's Common Stock held by managed accounts and
partnerships over which Aletheia has discretionary authority. Aletheia disclaims
beneficial ownership of all of such shares.
Other than as set forth above, Aletheia has no contracts,
arrangements, understandings or relationships (legal or otherwise) with any
other persons with respect to the shares of the Issuer's Common Stock.
4
Item 7. Material to be Filed as Exhibits.
None
Signatures
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: September 7, 2004
ALETHEIA RESEARCH & MANAGEMENT, INC.
By: /s/ Roger B. Peikin
-------------------------
Roger B. Peikin,
Executive Vice President
5
APPENDIX 1
TRANSACTIONS IN AASTROM BIOSCIENCES INC.
COMMON STOCK WITHIN THE
PAST 60 DAYS
1. Aletheia Hyperion, L.P.
TRADE TOTAL COST OR
DATE NO. OF SHARES PURCHASE OR SALE PRICE SALES PRICE
- ------------------------------------------------------------------------------------------
7/02/2004 30,000 SELL 0.88 $25,679.38
7/20/2004 10,000 SELL 0.84 8,139.77
7/21/2004 5,000 SELL 0.85 4,099.85
7/23/2004 5,000 SELL 0.85 4,099.89
7/29/2004 15,000 SELL 0.80 11,509.69
7/30/2004 12,000 SELL 0.80 9,009.77
8/27/2004 17,000 BUY 0.80 13,949.08
------ ----------
94,000 $76,487.43
2. Aletheia Metron, L.P.
TRADE TOTAL COST OR
DATE NO. OF SHARES PURCHASE OR SALE PRICE SALES PRICE
- ------------------------------------------------------------------------------------------
7/21/2004 5,000 SELL 0.84 $4,049.90
7/26/2004 4,000 SELL 0.83 3,199.92
9/01/2004 2,000 BUY 0.92 1,889.54
------ ---------
11,000 $9,139.36
3. Aletheia Insider Index, L.P.
TRADE TOTAL COST OR
DATE NO. OF SHARES PURCHASE OR SALE PRICE SALES PRICE
- ------------------------------------------------------------------------------------------
7/01/2004 15,161 SELL 0.89 $13,341.36
8/02/2004 21,985 BUY 0.80 17,807.85
8/19/2004 38,328 BUY 0.75 29,094.28
8/19/2004 30,000 BUY 0.76 23,004.00
9/01/2004 17,312 BUY 0.94 16,446.40
------- ----------
122,786 $99,693.89
4 Aletheia I-Fund, L.P.
TRADE TOTAL COST OR
DATE NO. OF SHARES PURCHASE OR SALE PRICE SALES PRICE
- ------------------------------------------------------------------------------------------
8/20/2004 25,000 BUY 0.78 $19,439.80
6
5 Managed Accounts
TRADE TOTAL COST OR
DATE NO. OF SHARES PURCHASE OR SALE PRICE SALES PRICE
- ------------------------------------------------------------------------------------------
6/29/2004 500 BUY 0.89 $ 469.80
6/30/2004 500 BUY 0.90 474.80
6/30/2004 500 BUY 0.90 474.80
6/30/2004 4,000 SOLD 0.89 3,540.11
7/01/2004 2,000 SOLD 0.87 1,720.15
7/02/2004 30,000 BUY 0.90 27,604.80
7/02/2004 250 BUY 0.90 249.80
7/06/2004 250 BUY 0.87 242.30
7/07/2004 1,000 BUY 0.87 898.36
7/07/2004 1,000 BUY 0.87 898.36
7/08/2004 3,000 SOLD 0.85 2,485.14
7/08/2004 40,500 SOLD 0.84 34,106.43
7/09/2004 10,000 BUY 0.87 8,732.30
7/12/2004 8,000 BUY 0.89 7,139.80
7/13/2004 6,485 BUY 0.90 6,024.84
7/15/2004 4,000 BUY 0.92 3,734.80
7/15/2004 4,000 SOLD 0.91 3,616.11
7/15/2004 150 SOLD 0.91 106.69
7/16/2004 10,000 BUY 0.89 9,104.80
7/16/2004 1,000 BUY 0.89 919.80
7/16/2004 5,000 SOLD 0.89 4,430.09
7/20/2004 5,000 SOLD 0.84 4,165.10
7/21/2004 10,000 SOLD 0.83 8,095.00
7/22/2004 3,000 SOLD 0.85 2,530.14
7/23/2004 12,000 SOLD 0.83 9,939.96
7/26/2004 10,000 SOLD 0.82 7,995.00
7/26/2004 10,000 SOLD 0.82 7,895.00
7/26/2004 10,000 SOLD 0.82 7,895.00
7/30/2004 10,000 SOLD 0.78 7,605.01
8/04/2004 5,000 SOLD 0.76 3,780.11
8/04/2004 8,000 SOLD 0.76 6,060.05
8/05/2004 2,000 SOLD 0.77 1,520.16
8/06/2004 2,500 SOLD 0.71 1,770.15
8/12/2004 75,000 BUY 0.72 55,129.80
8/12/2004 25,000 BUY 0.72 18,504.80
8/12/2004 10,000 BUY 0.72 7,304.80
8/16/2004 10,000 BUY 0.72 7,165.68
8/16/2004 7,500 BUY 0.72 5,664.75
8/16/2004 7,500 BUY 0.71 5,664.75
8/17/2004 5,000 BUY 0.70 3,580.80
8/18/2004 50,000 BUY 0.72 37,004.80
8/19/2004 5,000 BUY 0.74 3,724.80
8/19/2004 500 BUY 0.75 399.86
8/19/2004 40,000 BUY 0.75 30,409.72
8/20/2004 3,000 BUY 0.77 2,334.80
8/23/2004 2,000 BUY 0.82 1,664.80
8/24/2004 10,000 BUY 0.83 8,544.40
8/24/2004 7,010 BUY 0.79 5,647.49
8/24/2004 15,000 BUY 0.83 12,809.40
8/25/2004 2,990 BUY 0.79 2,386.90
8/25/2004 3,990 BUY 0.79 3,181.90
7
8/26/2004 500 SOLD 0.77 365.19
8/26/2004 9,000 BUY 0.78 7,087.09
8/27/2004 6,000 BUY 0.80 4,928.00
8/27/2004 2,500 BUY 0.79 1,999.80
8/27/2004 5,000 BUY 0.80 4,107.47
8/27/2004 5,000 BUY 0.80 4,107.47
8/27/2004 34,000 BUY 0.80 27,237.96
8/30/2004 6,800 BUY 0.83 5,792.21
8/30/2004 50,000 BUY 0.83 42,559.25
8/30/2004 50,000 BUY 0.83 42,559.25
8/30/2004 10,000 BUY 0.83 8,515.69
8/30/2004 15,000 BUY 0.83 12,771.14
8/30/2004 10,000 BUY 0.83 8,515.69
8/30/2004 8,200 BUY 0.83 6,819.73
8/31/2004 2,000 BUY 0.90 1,845.96
8/31/2004 50,000 BUY 0.90 46,033.85
8/31/2004 30,000 BUY 0.90 27,622.23
8/31/2004 25,000 BUY 0.90 23,019.33
8/31/2004 30,000 BUY 0.90 27,622.23
8/31/2004 15,000 BUY 0.90 13,813.52
8/31/2004 20,000 BUY 0.90 18,416.42
8/31/2004 50,000 BUY 0.90 46,033.85
8/31/2004 50,000 BUY 0.90 46,033.85
8/31/2004 5,000 BUY 0.90 4,607.71
8/31/2004 1,500 BUY 0.90 1,385.67
8/31/2004 1,500 BUY 0.90 1,385.67
8/31/2004 35,000 BUY 0.90 32,220.34
8/31/2004 30,000 BUY 0.90 27,022.23
8/31/2004 55,500 BUY 0.87 49,611.45
9/01/2004 10,000 BUY 0.92 9,452.50
9/01/2004 25,000 BUY 0.92 23,624.05
9/01/2004 12,000 BUY 0.92 11,342.04
9/01/2004 20,000 BUY 0.92 18,900.20
9/01/2004 10,000 BUY 0.92 9,452.50
9/01/2004 11,000 BUY 0.92 10,397.27
9/01/2004 10,000 BUY 0.92 9,452.50
9/02/2004 4,000 BUY 0.92 3,792.39
9/02/2004 900 BUY 0.92 864.01
9/02/2004 900 BUY 0.92 864.01
9/02/2004 1,000 BUY 0.92 939.80
9/02/2004 15,000 BUY 0.94 14,089.80
9/02/2004 500 BUY 0.92 479.80
--------- -------------
1,231,925 $1,055,040.13
