-----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, R/OUt0/pNLeUK79on1ShZyhpQ4O8rKa1sjLBwcJeVVUsYLAlbzDcoXNCkgnGn16e JtPlHXTTWj3cZ9xKKLQDPg== 0000919574-99-001055.txt : 19991018 0000919574-99-001055.hdr.sgml : 19991018 ACCESSION NUMBER: 0000919574-99-001055 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991007 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TEXAS BIOTECHNOLOGY CORP /DE/ CENTRAL INDEX KEY: 0000887023 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 133532643 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-44359 FILM NUMBER: 99724714 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/A 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/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Name of Issuer: Texas Biotechnology Corporation Title of Class of Securities: Common Stock, $0.005 par value 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) September 29, 1999 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 shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-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 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.: 88221T104 1. Name of reporting persons I.R.S. Identification Nos. of above persons (entities only) Larry N. Feinberg 2. Check the appropriate box if a member of a group (see instructions) a. b. 3. SEC use only 4. Source of funds (see instructions) WC 5. Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e). 6. Citizenship or place of organization United States Number of shares beneficially owned by each reporting person with: 7. Sole voting power 1,478,124 8. Shared voting power 1,998,000 9. Sole dispositive power 1,478,124 10. Shared dispositive power 1,998,000 11. Aggregate amount beneficially owned by each reporting person. 3,476,124 2 12. Check if the aggregate amount in Row (11) excludes certain shares (see instructions). 13. Percent of class represented by amount in Row (11) 10.15% 14. Type of reporting person (see instructions) IN 3 CUSIP No.: 88221T104 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Oracle Partners, L.P. 2. Check the Appropriate Box if a Member of a Group a. b. X 3. SEC Use Only 4. Source of Funds WC 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 8. Shared Voting Power: 1,998,000 9. Sole Dispositive Power: 10. Shared Dispositive Power: 1,998,000 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,998,000 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 4 13. Percent of Class Represented by Amount in Row (11) 5.8% 14. Type of Reporting Person PN 5 The purpose of this Amendment No. 1 to the previously filed Schedule 13D is to report that Oracle Partners, L.P. ("Oracle Partners") is now a more than five percent owner and that the beneficial ownership of Larry N. Feinberg (together with Oracle Partners, the "Reporting Persons") in the Common Stock, $0.005 par value (the "Common Stock"), of Texas Biotechnology Corporation (the "Texas Bio") has increased. Item 1. Security and Issuer No change. Item 2. Identity and Background No change. Item 3. Source and Amount of Funds or Other Consideration As of the date hereof, Mr. Feinberg is deemed to beneficially own 3,476,124 shares of Texas Bio's Common Stock, of which Oracle Partners is deemed to beneficially own 1,998,000 shares. The shares deemed to be beneficially owned by Mr. Feinberg are held by: (i) the Partnerships; (ii) managed accounts over which Mr. Feinberg has investment discretion; (iii) Mr. Feinberg and other investment professionals of Oracle Investment Management directly; and (iv) the retirement plan of Oracle Investment Management. The shares deemed to be owned by Oracle Partners are held for the benefit of its general and limited partners. The funds for the purchase of the shares of Common Stock held in the Partnerships came from capital contributions to the Partnerships by their general and limited partners. The funds for the purchase of the shares of Common Stock held in the managed accounts came from each managed account's own funds. The funds for the purchase of the shares of Common Stock held by Mr. Feinberg, other investment professionals and the retirement plan came from direct contributions by such persons. No leverage was used to purchase the shares of Common Stock. Item 4. Purpose of Transaction On September 8, 1999, Mr. Feinberg met with the Board of Directors of Texas Bio to discuss the strategic value of Texas Bio and the opportunities to maximize shareholder value. 6 Item 5. Interest in Securities of the Issuer As of the date hereof, Mr. Feinberg is deemed to be the beneficial owner of 3,476,124 shares of Texas Bio's Common Stock, of which Oracle Partners is deemed to be the beneficial owner of 1,998,000 shares. Based on Texas Bio's most recent Form 10Q filed on August 16, 1999, as of July 31, 1999 there were 34,237,986 shares of Texas Bio's Common Stock outstanding. Therefore, Mr. Feinberg is deemed to beneficially own 10.15% and Oracle Partners is deemed to beneficially own 5.8% of Texas Bio's outstanding shares of Common Stock. Mr. Feinberg has the power to vote, direct the vote, dispose of or direct the disposition of all the shares of Texas Bio's Common Stock he is currently deemed to beneficially own. Oracle Partners has the shared power to vote, direct the vote dispose of or direct the disposition of all the shares of Texas Bio's Common Stock it is currenly deemed to beneficially own. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer No change. Item 7. Material to be Filed as Exhibits Material to be Filed as Exhibits 1. An agreement relating to the filing of a joint statement as required by Rule 13d-1(f) under the Securities Exchange Act of 1934 is filed herewith as Exhibit A. 2. A description of the transactions in the Common Stock that were effected by the Reporting Persons since the previous sixty days through the date of this filing is filed herewith as Exhibit B. 7 Signature The undersigned, after reasonable inquiry and to the best of his knowledge and belief, certifies that the information set forth in this statement is true, complete and correct. October 7, 1999 ORACLE PARTNERS, L.P. By: /s/ Larry N. Feinberg __________________________________ Larry N. Feinberg, General Partner /s/ Larry N. Feinberg ________________________________ Larry N. Feinberg 8 Exhibit A AGREEMENT The undersigned agree that this Schedule 13D dated October 7, 1999 relating to the Common Stock of Texas Biotechnology Corporation shall be filed on behalf of the undersigned. ORACLE PARTNERS, L.P. By: /s/ Larry N. Feinberg ____________________________ Larry N. Feinberg, General Partner By: /s/ Larry N. Feinberg ____________________________ Larry N. Feinberg 9 Exhibit B SCHEDULE OF TRANSACTION - Larry N. Feinberg Price Per Share Date Shares Purchased or (Sold) (excluding commission) ____ __________________________ _____________________ 9/29/99 25,000 $4.00 9/30/99 25,000 4.11 10/4/99 14,600 3.9375 10/5/99 1,000 3.75 10 Exhibit B SCHEDULE OF TRANSACTION - Oracle Partners, L.P. Price Per Share Date Shares Purchased or (Sold) (excluding commission) ____ __________________________ ______________________ 9/30/99 14,500 $4.11 10/4/99 10,000 3.9375 11 00751001.BC7 -----END PRIVACY-ENHANCED MESSAGE-----