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SEC 1745 (3-98)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Protein Design Labs Inc
COMMON
74369L103
12-31-2004
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ X ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the disclosures provided in a prior cover page. 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 ("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).
CUSIP No. 74369L103
1.Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Delaware Management Holdings 23-2693133
...................................................................
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)................................................................
(b)................................................................
3.SEC Use Only ....................................................
4.Citizenship or Place of Organization
State of Delaware
....................................................................
Number of 5. Sole Voting Power 7,235,513
Shares 6. Shared Voting Power 0
Beneficially 7. Sole Dispositive Power 7,262,301
Owned by 8. Shared Dispositive Power 0
Each Reporting
Person With
9. Aggregate Amount Beneficially Owned by Each Reporting Person 7,262,301
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
11. Percent of Class Represented by Amount in Row (11) 7.60%
12. Type of Reporting Person (See Instructions)
HC
CUSIP No. 74369L103
1.Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Delaware Management Business Trust 23-2859589
...................................................................
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)................................................................
(b)................................................................
3.SEC Use Only ....................................................
4.Citizenship or Place of Organization
State of Delaware
....................................................................
Number of 5. Sole Voting Power 7,235,513
Shares 6. Shared Voting Power 0
Beneficially 7. Sole Dispositive Power 7,262,301
Owned by 8. Shared Dispositive Power 0
Each Reporting
Person With
9. Aggregate Amount Beneficially Owned by Each Reporting Person 7,262,301
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
11. Percent of Class Represented by Amount in Row (11) 7.60%
12. Type of Reporting Person (See Instructions)
IA
Item 1.
(a) Protein Design Labs Inc
(b) 34801 Campus Drive
Freemont
CA
94555
Item 2.
(a) Delaware Management Holdings
(b) 2005 Market Street
Philadelphia
PA
19103
(c) State of Delaware
(d) COMMON
(e) 74369L103
Item 3.
If this statement is filed pursuant to 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the
Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C 80a-8).
(e) [ ] An investment adviser in accordance with
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with 240.13d-1(b)(1)(ii)(F);
(g) [ X ] A parent holding company or control person in accordance
with 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J).
Item 4.
Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 7,262,301
(b) Percent of class: 7.60
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 7,235,513
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the
disposition of 7,262,301
(iv) Shared power to dispose or to direct the
disposition of 0
Item 5.
Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased
to be the beneficial owner of more than five percent of the class of
securities, check the following [ ].
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
such securities, a statement to that effect should be included in
response to this item and, if such interest relates to more than five
percent of the class, such person should be identified. A listing of the
shareholders of an investment company registered under the Investment
Company Act of 1940 or the beneficiaries of employee benefit plan, pension
fund or endowment fund is not required.
Item 7.
Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
If a parent holding company has filed this schedule, pursuant to
Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit
stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company has filed this schedule pursuant
to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the
identification of the relevant subsidiary.
LINCOLN NATIONAL CORP IS THE ULTIMATE PARENT OF DELAWARE MANAGEMENT
BUSINESS TRUST LTD.
Item 8.
Identification and Classification of Members of the Group
If a group has filed this schedule pursuant to 240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and
Item 3 classification of each member of the group. If a group has
filed this schedule pursuant to 240.13d-1(c) or 240.13d-1(d), attach an
exhibit stating the identity of each member of the group.
See Agreement to File Joint Acquisition Statements attached
Item 9.
Notice of Dissolution of Group
N/A
Notice of dissolution of a group may be furnished as an exhibit stating
the date of the dissolution and that all further filings with respect to
transactions in the security reportedon will be filed, if required, by
members of the group, in their individual capacity. See Item 5.
Item 10.
Certification
(a) The following certification shall be included if the
statement is filed pursuant to 240.13d-1(b):
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business
and were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any
transaction having that purpose or effect.
(b) The following certification shall be included if the statement
is filed pursuant to 240.13d-1(c):
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any
transaction having that purpose or effect.
Date 02-02-2005
Signature /s/ Brian L. Murray
Name/Title Brian L. Murray/Chief Compliance Officer
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. The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If the
statement is signed on behalf of a person by his authorized representative
other than an executive officer or general partner of the filing person,
evidence of the representative's authority to sign on behalf of such person
shall be filed with the statement, provided, however, that a power of
attorney for this purpose which is already on file with the Commission may
be incorporated by reference.The name and any title of each person who
signs the statement shall be typed or printed beneath his signature.
EXHIBIT A
AGREEMENT TO FILE JOINT
ACQUISITION STATEMENTS
AGREEMENT made this 9th day of February, 2005 by and
between DELAWARE GROUP EQUITY FUNDS I, DELAWARE GROUP EQUITY FUNDS II,
DELAWARE GROUP EQUITY FUNDS III, DELAWARE GROUP EQUITY FUNDS IV, DELAWARE
GROUP EQUITY FUNDS V, DELAWARE GROUP INCOME FUNDS, DELAWARE GROUP
LIMITED-TERM GOVERNMENT FUNDS, DELAWARE GROUP CASH RESERVE, DELAWARE
GROUP GOVERNMENT FUND, DELAWARE GROUP STATE TAX-FREE INCOME TRUST,
DELAWARE GROUP TAX-FREE FUND, DELAWARE GROUP GLOBAL & INTERNATIONAL
FUNDS, DELAWARE GROUP TAX-FREE MONEY FUND, DELAWARE GROUP ADVISER FUNDS,
DELAWARE VIP TRUST (FORMERLY DELAWARE GROUP PREMIUM FUND), DELAWARE POOLED
TRUST, DELAWARE GROUP FOUNDATION FUNDS, DELAWARE INVESTMENTS DIVIDEND
AND INCOME FUND, INC., DELAWARE INVESTMENTS GLOBAL DIVIDEND AND INCOME
FUND, INC., VOYAGEUR INSURED FUNDS, VOYAGEUR INTERMEDIATE TAX FREE
FUNDS, VOYAGEUR INVESTMENT TRUST, VOYAGEUR MUTUAL FUNDS, VOYAGEUR
MUTUAL FUNDS II, VOYAGEUR MUTUAL FUNDS III, VOYAGEUR TAX-FREE FUNDS,
DELAWARE INVESTMENTS ARIZONA MUNICIPAL INCOME FUNDS, INC., DELAWARE
INVESTMENTS COLORADO INSURED MUNICIPAL INCOME FUND, INC., DELAWARE
INVESTMENTS FLORIDA INSURED MUNICIPAL INCOME FUND, DELAWARE
INVESTMENTS MINNESOTA MUNICIPAL INCOME FUND, INC., DELAWARE
INVESTMENTS MINNESOTA MUNICIPAL INCOME FUND II,INC., DELAWARE
INVESTMENTS MINNESOTA INCOME MUNICIPAL FUND III, INC.,
(the "Delaware Investments Family of Funds"), Delaware Management
Business Trust, and Delaware Management Holdings, Inc., herein collectively
referred to as the "parties".
WHEREAS, the parties hereto may be deemed to be the direct
or indirect beneficial owners of the same equity securities for
the purpose of the reporting requirements of Section 13(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
WHEREAS, the regulations promulgated under Section 13(d) of
the Exchange Act permit the joining of such beneficial owners in the filing of a
single Joint Acquisition Statement reporting such ownership to
the Securities and Exchange Commission.
NOW, THEREFORE, in consideration of the mutual covenants
herein contained, and each of the parties hereto intending to be
legally bound, it is agreed as follows:
1. In the event that any two or more parties shall be
deemed to be the direct or indirect beneficial owners of the same
equity security required to be reported to the Securities and
Exchange Commission such parties may join together in the filing
of a Joint Acquisition Statement with respect to that security.
2. With respect to each Joint Acquisition Statement in
which a party joins, each party acknowledges that (a) it will be
eligible under applicable regulations of the Securities and
Exchange Commission to join in the filing and (b) it will be
responsible for the timely filing of such statement and any
amendments thereto and the completeness and accuracy of the
information concerning such party; but each such party shall not
be responsible for the completeness and accuracy of the information
concerning the other parties making the filing, unless such party
knows or has reason to believe that such information with respect
to such other parties is inaccurate.
3. The parties consent to the inclusion of a copy of this
agreement as an exhibit to any Joint Acquisition Statement filed
on behalf of any of them.
IN WITNESS WHEREOF, the parties hereto have executed this
agreement by their duly authorized officers as of the date set
forth above.
DELAWARE GROUP EQUITY FUNDS I
DELAWARE GROUP EQUITY FUNDS II
DELAWARE GROUP EQUITY FUNDS III
DELAWARE GROUP EQUITY FUNDS IV
DELAWARE GROUP EQUITY FUNDS V
DELAWARE GROUP INCOME FUNDS
DELAWARE GROUP LIMITED-TERM
GOVERNMENT FUNDS
DELAWARE GROUP CASH RESERVE
DELAWARE GROUP GOVERNMENT FUND
DELAWARE GROUP STATE TAX-FREE INCOME
TRUST
DELAWARE GROUP TAX-FREE FUND
DELAWARE GROUP GLOBAL & INTERNATIONAL
FUNDS
DELAWARE GROUP TAX-FREE MONEY FUND
DELAWARE GROUP ADVISER FUNDS
DELAWARE VIP TRUST
(Formerly DELAWARE GROUP PREMIUM FUND)
DELAWARE POOLED TRUST
DELAWARE GROUP FOUNDATION FUNDS
DELAWARE INVESTMENTS DIVIDEND AND INCOME
FUND, INC.
DELAWARE INVESTMENTS GLOBAL DIVIDEND AND
INCOME FUND, INC.
VOYAGEUR INSURED FUNDS
VOYAGEUR INTERMEDIATE TAX FREE FUNDS
VOYAGEUR INVESTMENT TRUST
VOYAGEUR MUTUAL FUNDS
VOYAGEUR MUTUAL FUNDS II
VOYAGEUR MUTUAL FUNDS III
VOYAGEUR TAX-FREE FUNDS
DELAWARE INVESTMENTS ARIZONA MUNICIPAL
INCOME FUND, INC.
DELAWARE INVESTMENTS COLORADO INSURED
MUNICIPAL INCOME FUND, INC.
DELAWARE INVESTMENTS FLORIDA INSURED
MUNICIPAL INCOME FUND
DELAWARE INVESTMENTS MINNESOTA MUNICIPAL
INCOME FUND, INC.
DELAWARE INVESTMENTS MINNESOTA MUNICIPAL
INCOME FUND II, INC.
DELAWARE INVESTMENTS MINNESOTA MUNICIPAL
INCOME FUND III, INC.
ATTEST
/s/ Richelle S. Maestro By: /s/ Brian L. Murray
DELAWARE MANAGEMENT HOLDINGS, INC.
ATTEST
/s/ Richelle S. Maestro By: /s/ Brian L. Murray
ATTEST DELAWARE MANAGEMENT BUSINESS TRUST
/s/ Richelle S. Maestro By: /s/ Brian L. Murray