-----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, MhOz6E6OAlpUGRJsDcs/zpfAEIzBiGOVAkeqbTsfPQktv/A17NsCCzTpb+Iagn9t wfbcN4V4FbRfO2jZrWZGXg== 0000919574-96-000458.txt : 19960501 0000919574-96-000458.hdr.sgml : 19960501 ACCESSION NUMBER: 0000919574-96-000458 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960430 SROS: AMEX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TEXAS BIOTECHNOLOGY CORP /DE/ CENTRAL INDEX KEY: 0000887023 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 133532643 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-44359 FILM NUMBER: 96553488 BUSINESS ADDRESS: STREET 1: DOCTORS CENTER STREET 2: 7000 FANNIN STE 1920 CITY: HOUSTON STATE: TX ZIP: 77030 BUSINESS PHONE: 7137968822 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FEINBERG LARRY N CENTRAL INDEX KEY: 0000926475 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O ORACLE PARTNERS L P STREET 2: 712 FIFTH AVENUE 45TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125741286 MAIL ADDRESS: STREET 1: C/O ORACLE PARTNERS L P STREET 2: 712 FIFTH AVE 45TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Name of Issuer: TEXAS BIOTECHNOLOGY CORPORATION Title of Class of Securities: Common Stock CUSIP Number: 88221T104 (Name, Address and Telephone Number of Person Authorized To Receive Notices and Communications) Norman S. Schleifer c/o Oracle Partners, L.P. 712 Fifth Avenue, 45th Floor New York, New York 10019 (212) 373-9200 (Date of Event which Requires Filing of this Statement) 2/9/96 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 [ ]. Check the following line if a fee is being paid with this statement X. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of class. See Rule 13d-7). *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). 2 CUSIP No. 88221T104 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Larry N. Feinberg 2. Check the appropriate box if a member of a group a. b. 3. SEC Use Only 4. SOURCE OF FUNDS WC 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) of 2(e) 6. Citizenship or Place of Organization U.S. 7. Sole Voting Power 2,208,824 8. Shared Voting Power 9. Sole Dispositive Power 2,208,824 10. Shared Dispositive Power 3 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,208,824 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13. Percent of Class Represented by Amount in Row (11) 9.20% 14. Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 4 Item 1. SECURITY AND ISSUER This statement relates to shares of common stock (the "Common Stock") of Texas Biotechnology Corporation ("Texas Bio"). Texas Bio's principal executive office is located at 7000 Fannin, Houston, Texas 77030. Item 2. IDENTITY AND BACKGROUND This statement is being filed on behalf of Mr. Larry N. Feinberg. Mr. Feinberg is the managing general partner of Oracle Partners, L.P. and the general partner of Oracle Institutional Partners, L.P., both of which are investment limited partnerships (the "Partnerships"). The business office of Mr. Feinberg is 712 Fifth Avenue, 45th Floor, New York, New York 10019. Mr. Feinberg has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in 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 violations with respect to such laws. Mr. Feinberg is a citizen of the United States of America. 5 Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION As of the date hereof, Mr. Feinberg may be deemed to beneficially own 2,208,824 shares of Texas Bio's Common Stock. The Common Stock is held by the Partnerships and managed accounts over which Mr. Feinberg has voting and investment discretion. The 2,208,824 shares of Common Stock were purchased from Texas Bio on February 9, 1996 in a private transaction at an aggregate cost of $4,693,751 ($2.125 per share). The funds for the purchase of the Common Stock held in the Partnership came from capital contributions to the Partnerships by their general and limited partners. The funds for the purchase of Common Stock held in the managed accounts over which Mr. Feinberg has voting and investment discretion came from the managed accounts' respective funds. No borrowed funds were used to purchase the Common Stock, other than any borrowed funds used for working capital purposes in the ordinary course of business. Item 4. PURPOSE OF TRANSACTION The 2,208,824 shares of Common Stock were acquired for investment purposes. Mr. Feinberg may acquire additional shares of Common Stock, dispose of all or some of those shares from time to time, in each case in open market transactions, block sales or purchases or otherwise, or may continue to hold those shares. Mr. Feinberg does not have any plan or proposal that relates to, or would result in, any of the actions enumerated in Item 4 of Schedule 13D. However, Mr. Feinberg reserves the right 6 to discuss company business with management, make proposals to management and/or take other actions to influence the management of Texas Bio should he deem such actions appropriate. Item 5. INTEREST IN SECURITIES OF THE ISSUER As of the date hereof, Mr. Feinberg may be deemed to be the beneficial owner of 2,208,824 Shares of Texas Bio's Common Stock, constituting 9.20% of the outstanding shares of Texas Bio's Common Stock based upon 24,004,144 shares outstanding as of April 15, 1996. Information as to the number of outstanding shares was provided to Mr. Feinberg by Texas Bio. Mr. Feinberg has the power to vote, direct the vote, dispose of and direct the disposition of all the shares of Texas Bio Common Stock to which this filing relates. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Except as set forth herein, Mr. Feinberg does not have any contract, arrangement, understanding or relationship with any person with respect to the shares of Texas Bio Common Stock. Item 7. MATERIAL TO BE FILED AS EXHIBITS None. Signature The undersigned, after reasonable inquiry and to the best of his knowledge and belief, certifies that the information 7 set forth in this statement is true, complete and correct. April 29, 1996 /s/ Larry N. Feinberg ________________________________ Larry N. Feinberg 00751001.AL9 -----END PRIVACY-ENHANCED MESSAGE-----