-----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, E4PPLDafn49HxmqfPGYgB497JHtEn0PBryc5Je7N1uocpEQBJG+vDcOPDnRRxgws zhbMjMSOFJjIs5WXhphbog== 0000912057-99-003957.txt : 19991109 0000912057-99-003957.hdr.sgml : 19991109 ACCESSION NUMBER: 0000912057-99-003957 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19991108 GROUP MEMBERS: BIOTECHNOLOGY VALUE FUND L P GROUP MEMBERS: BVF INC. GROUP MEMBERS: BVF PARTNERS L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AUTOIMMUNE INC CENTRAL INDEX KEY: 0000879106 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 133489062 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-44757 FILM NUMBER: 99743568 BUSINESS ADDRESS: STREET 1: 128 SPRING ST CITY: LEXINGTON STATE: MA ZIP: 02173 BUSINESS PHONE: 6178600710 MAIL ADDRESS: STREET 1: 128 SPRING STREET CITY: LEXINGTON STATE: MA ZIP: 02173 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BIOTECHNOLOGY VALUE FUND L P CENTRAL INDEX KEY: 0000918923 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 363924731 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 227 W MONROE STREET, SUITE 4800 STREET 2: 227 W MONROE STREET, SUITE 4800 CITY: CHICAGO STATE: IL ZIP: 60606 MAIL ADDRESS: STREET 1: 227 W MONROE STREET, SUITE 4800 STREET 2: 227 W MONROE STREET, SUITE 4800 CITY: CHICAGO STATE: IL ZIP: 60606 SC 13D/A 1 SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------ SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d- 1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (AMENDMENT NO. 1)(1) AUTOIMMUNE INC. ---------------- (Name of Issuer) COMMON STOCK ------------ (Title of Class of Securities) 052776 10 1 ----------- (CUSIP Number) Hope Flack BVF Partners L.P. 227 West Monroe Street, Suite 4800 Chicago, Illinois 60606 (312) 263-7777 --------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 1, 1999 ---------------- (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 |_|. NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. SEE Rule 13d-1(a) for other parties to whom copies are to be sent. (Continued on following pages) - ----------------------- (1) 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 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. 052776 10 1 13D Page 2 of 7 Pages - ------------------------------ ----------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) BIOTECHNOLOGY VALUE FUND, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 836,625 REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 836,625 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 836,625 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.0% 14 TYPE OF REPORTING PERSON* PN * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 052776 10 1 13D Page 3 of 7 Pages - ------------------------------ ----------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) BVF PARTNERS L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 1,476,100 REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 1,476,100 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,476,100 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.9% 14 TYPE OF REPORTING PERSON* PN * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 052776 10 1 13D Page 4 of 7 Pages - ------------------------------ ----------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) BVF INC. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC, OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 1,476,100 REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 1,476,100 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,476,100 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.9% 14 TYPE OF REPORTING PERSON* IA, CO * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 052776 10 1 13D Page 5 of 7 Pages - ------------------------------ ----------------------------------- Amendment No. 1 (the "Amendment") to the Statement on Schedule 13D dated September 8, 1998 (as so amended, the "Statement"), is filed with the Securities and Exchange Commission on behalf of Biotechnology Value Fund, L.P., a Delaware limited partnership ("BVF"), BVF Partners L.P., a Delaware limited partnership ("Partners"), and BVF Inc., a Delaware corporation ("BVF Inc.") and, together with BVF and Partners, the "Reporting Persons") with respect to the Common Stock, par value $0.01 per share (the "Stock"), of Autoimmune Inc. ("Autoimmune"). The principle office of Autoimmune is located at 128 Spring Street, Lexington, MA 02173. Item 3 is hereby amended to read in its entirety as follows: ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Since September 1, 1999, Partners, in its capacity as general partner of BVF, has purchased on behalf of such limited partnership an aggregate number of 194,900 shares of the Stock for an aggregate consideration of $124,319.50, utilizing funds provided by BVF from its working capital pursuant to the terms of its limited partnership agreement with Partners. In addition, Partners, in its capacity as investment manager with respect to certain managed accounts, has purchased on behalf of such managed accounts an aggregate number of 69,500 shares of the Stock for an aggregate consideration of $62,467.50, utilizing funds under management by Partners pursuant to investment manager agreements between Partners and such managed accounts. Item 5 is hereby amended to read in its entirety as follows: ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) BVF beneficially owns 836,625 shares of the Stock, Partners beneficially owns 1,476,100 shares of the Stock, and BVF Inc. beneficially owns 1,476,100 shares of the Stock, approximately 5.0%, 8.9% and 8.9%, respectively, of the aggregate number of shares outstanding as of July 31, 1999 (as reported in Autoimmune's most recent quarterly statement on Form 10-Q). (b) BVF shares voting and dispositive power over the 836,625 shares of the Stock it beneficially owns with Partners. Partners and BVF Inc. share voting and dispositive power over the 1,476,100 shares of the Stock they beneficially own with, in addition to BVF, the managed accounts on whose behalf Partners, as investment manager, purchased such shares. The managed accounts on whose behalf Partners owns shares of the Stock are Investment 10 L.L.C., an Illinois limited liability company ("ILL10") and Biotechnology Value Fund, Ltd., a Cayman Islands Corporation ("BVF Ltd."). Together, ILL10 and BVF Ltd. are referred to herein as the "Accounts." The Accounts specialize in holding biotechnology stocks for investment purposes and the business address of each is BVF Partners L.P., 227 West Monroe Street, Suite 4800, Chicago, Illinois 60606. CUSIP NO. 052776 10 1 13D Page 6 of 7 Pages - ------------------------------ ----------------------------------- (c) Exhibit B attached hereto contains information as to all transactions in the Stock by the Reporting Persons in the last sixty (60) days. All such transactions were made for cash in open market, over-the-counter transactions. No other transactions in the Stock have been effected by the Reporting Persons in the last sixty (60) days. (d) The Accounts are entitled to receive dividends and any sale proceeds with respect to the Stock in proportion to their respective ownership interests therein. Item 7 is hereby amended to read in its entirety as follows: ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit A - Agreement Regarding Joint Filing Exhibit B - Transactions in the Stock by the Reporting Persons during the past sixty (60) days. CUSIP NO. 052776 10 1 13D Page 7 of 7 Pages - ------------------------------ ----------------------------------- 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. Dated: November 05, 1999. BIOTECHNOLOGY VALUE FUND, L.P. By: BVF Partners L.P., its general partner By: BVF Inc., its general partner By: /s/ Mark N. Lampert ---------------------- Mark N. Lampert President BVF PARTNERS L.P. By: BVF Inc., its general partner By: /s/ Mark N. Lampert --------------------- Mark N. Lampert President BVF INC. By: /s/ Mark N. Lampert --------------------- Mark N. Lampert President EX-99.1 2 EXHIBIT 99.1 EXHIBIT A AGREEMENT REGARDING JOINT FILING The undersigned, Biotechnology Value Fund, L.P., a Delaware limited partnership, and BVF Partners L.P., a Delaware limited partnership, and BVF Inc., a Delaware corporation, hereby agree and acknowledge that the Amendment containing the information required by Schedule 13D, to which this Agreement is attached as an exhibit, is filed on behalf of each of them. The undersigned further agree that any further amendments or supplements thereto shall also be filed on behalf of each of them. Dated: November 05, 1999. BIOTECHNOLOGY VALUE FUND, L.P. By: BVF Partners L.P., its general partner By: BVF Inc., its general partner By: /s/ Mark N. Lampert ---------------------- Mark N. Lampert President BVF PARTNERS L.P. By: BVF Inc., its general partner By: /s/ Mark N. Lampert --------------------- Mark N. Lampert President BVF INC. By: /s/ Mark N. Lampert --------------------- Mark N. Lampert President EX-99.2 3 EXHIBIT 99.2 EXHIBIT B TRANSACTIONS IN THE STOCK BY THE REPORTING PERSONS DURING THE PAST SIXTY DAYS
Trade Date By For the Quantity Price per Type of Trade Broker - ---------- -- ------- -------- --------- ------------- ------ Account of Share ---------- ----- 09/01/99 BVF Partners 70,000 $0.9400 Purchase INET 09/01/99 ILL10 Partners 16,000 $0.9400 Purchase INET 09/01/99 BVF Ltd. Partners 40,000 $0.9400 Purchase INET 09/27/99 BVF Partners 15,000 $0.6290 Purchase INET 09/27/99 BVF Ltd. Partners 13,500 $0.6250 Purchase INET 10/25/99 BVF Partners 84,900 $0.4300 Purchase CANT 11/01/99 BVF Partners 25,000 $0.4375 Purchase HRZG
INET = Instinet CANT = Cantor Fitzgerald HRZG = Herzog, Hein & Geduld -----END PRIVACY-ENHANCED MESSAGE-----