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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)(1)
Genome Therapeutics Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
372430108
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(CUSIP Number)
Hope Flack
BVF Inc.
c/o Grosvenor Capital Management, L.P.
333 West Wacker Drive, Suite 1600
Chicago, Illinois 60606
(312) 263-7777
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 22, 1996
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(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 / /.
Check the following box if a fee is being paid with this statement / /.
(A fee is not required only if the reporting 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 such class.) (See Rule 13d-7.)
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)
(Page 1 of 7 Pages)
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(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).
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CUSIP NO. 372430108 SCHEDULE 13D PAGE 2 OF 7 PAGES
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(1) NAME OF REPORTING PERSON.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Biotechnology Value Fund, L.P.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/
OF A GROUP* (b) / /
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(3) SEC USE ONLY
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(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) / /
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY OWNED -0-
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING POWER
353,144
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(9) SOLE DISPOSITIVE POWER
-0-
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(10) SHARED DISPOSITIVE POWER
353,144
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
353,144
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1
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(14) TYPE OF REPORTING PERSON
PN
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CUSIP NO. 372430108 SCHEDULE 13D PAGE 3 OF 7 PAGES
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(1) NAME OF REPORTING PERSON.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BVF Partners L.P.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/
OF A GROUP* (b) / /
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
00
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY OWNED -0-
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING POWER
504,496
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(9) SOLE DISPOSITIVE POWER
-0-
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(10) SHARED DISPOSITIVE POWER
504,496
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
504,496
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0
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(14) TYPE OF REPORTING PERSON
PN
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CUSIP NO. 372430108 SCHEDULE 13D PAGE 4 OF 7 PAGES
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(1) NAME OF REPORTING PERSON.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BVF Inc.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/
OF A GROUP* (b) / /
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
WC, 00
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(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY OWNED -0-
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING POWER
1,008,992
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(9) SOLE DISPOSITIVE POWER
-0-
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(10) SHARED DISPOSITIVE POWER
1,008,992
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,008,992
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0
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(14) TYPE OF REPORTING PERSON
IA, CO
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CUSIP NO. 372430108 SCHEDULE 13D PAGE 5 OF 7 PAGES
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This Amendment No. 2 to the Statement on Schedule 13D dated March 20, 1995
and filed with the Securities and Exchange Commission on behalf of certain
persons with respect to the Stock (as defined below) amends and restates in full
the original Statement in accordance with Rule 13d-2(c) under the Securities and
Exchange Act of 1934, as amended.
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D (this "Statement") relates to the Common
Stock, par value $0.10 per share (the "Stock"), of Genome Therapeutics
Corporation ("Genome"). The principle executive office of Genome is located at
100 Beaver Street, Waltham, Massachusetts 02154.
ITEM 2. IDENTITY AND BACKGROUND.
The persons filing this Statement, the persons enumerated in Instruction C
of Schedule 13D and, where applicable, their respective places of organization,
general partners, directors, executive officers and controlling persons, and
certain information regarding each of them, are as follows:
(a) Biotechnology Value Fund, L.P., a Delaware limited partnership ("BVF,
L.P."), BVF Partners L.P., a Delaware limited partnership ("Partners"), BVF
Inc., a Delaware corporation ("BVF Inc."), and Mark N. Lampert, an individual
("Lampert").
(b) The business address of BVF, L.P. and Partners is 333 West Wacker
Drive, Suite 1600, Chicago, Illinois 60606. The business address of BVF Inc.
and Lampert is One Sansome Street, 39th Floor, San Francisco, California 94104.
(c) Partners is the general partner of BVF, L.P., which is an investment
limited partnership. BVF Inc. is an investment adviser to and general partner
of Partners. Lampert is the sole shareholder, sole director and an officer of
BVF Inc.
(d) During the last five years, none of such persons has been convicted in
a criminal proceeding (excluding traffic violations and similar misdemeanors).
(e) During the last five years, none of such persons was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to 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 violation
with respect to such laws.
(f) Lampert is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Neither BVF, L.P., Partners nor BVF Inc. (collectively, the "Reporting
Persons") has purchased any shares of the Stock since the last filing in respect
of this Statement. In the past, Partners, in its capacity as general partner of
BVF, L.P., has purchased on behalf of such limited partnership shares of the
Stock utilizing funds provided by BVF, L.P. from its working capital pursuant to
the terms of its limited partnership agreement with Partners. Partners, in its
capacity as investment manager with respect to a managed account, has purchased
on behalf of such managed account shares of the Stock utilizing funds under
management by Partners pursuant to an investment management agreement between
Partners and
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CUSIP NO. 372430108 SCHEDULE 13D PAGE 6 OF 7 PAGES
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such managed account. In addition, BVF Inc., in its capacity as investment
manager with respect to certain managed accounts, has purchased on behalf of
such managed accounts shares of the Stock utilizing funds under management
(including funds invested by BVF Inc. on its own behalf) by BVF Inc. pursuant
to investment management agreements between BVF Inc. and such managed
accounts or the operating agreements of such managed accounts.
ITEM 4. PURPOSE OF TRANSACTION.
The sole purpose of the acquisitions and dispositions of the Stock reported
in this Statement and the amendments hereto was and is for investment. The
Reporting Persons did not at the time of such acquisitions and dispositions of
the Stock, and do not presently, have any plan to acquire control of Genome.
The Reporting Persons may acquire or dispose of additional shares of the Stock
from time to time.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) BVF, L.P. beneficially owns 353,144 shares of the Stock, Partners
beneficially owns 504,496 shares of the Stock and BVF Inc. beneficially owns
1,008,992 shares of the Stock, approximately 2.1%, 3.0% and 6.0%, respectively,
of the aggregate number of shares outstanding as of February 26, 1996.
(b) BVF, L.P. shares voting and dispositive power over the 353,144 shares
of the Stock it beneficially owns with Partners. Partners shares voting and
dispositive power over the 504,496 shares of the Stock it beneficially owns
with, in addition to BVF, L.P., a managed account on whose behalf Partners, as
investment manager, purchased such shares and BVF Inc. BVF Inc. shares voting
and dispositive power over the 1,008,992 shares of the Stock it beneficially
owns with BVF, L.P., Partners and the managed accounts on whose behalf BVF Inc.,
as investment manager, purchased such shares. The managed account on whose
behalf Partners has purchased shares of the Stock is Investment 10 L.L.C., an
Illinois limited liability company ("I10"). The managed accounts on whose
behalf BVF Inc. has purchased shares of the Stock are Biotech 1 Investment
L.L.C., an Illinois limited liability company ("Biotech 1"), and Biotech 2
Investment L.L.C., an Illinois limited liability company ("Biotech 2"). I10,
Biotech 1 and Biotech 2 are collectively referred to herein as the "Accounts."
The Accounts specialize in holding biotechnology stocks for investment purposes
and the business address of each is c/o Grosvenor Capital Management, L.P.,
333 West Wacker Drive, Suite 1600, Chicago, Illinois 60606.
(c) Exhibit B hereto contains information as to all transactions in the
Stock by the Reporting Persons during the past 60 days. All such transactions
were made for cash and involved the resale by the Reporting Persons of
restricted securities in accordance with exemptions under applicable federal and
state securities laws. No other transactions in the Stock have been effected by
the Reporting Persons since December 24, 1995.
(d) BVF, L.P. and the Accounts are entitled to receive dividends and any
sale proceeds with respect to the Stock in proportion to their respective
ownership interests therein.
(e) N/A
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CUSIP NO. 372430108 SCHEDULE 13D PAGE 7 OF 7 PAGES
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Partners is the general partner of BVF, L.P. pursuant to a limited
partnership agreement which authorizes Partners, among other things, to invest
the funds of BVF, L.P. in the Stock and to vote and dispose of the Stock.
Pursuant to such limited partnership agreement, Partners is entitled to
allocations based on assets under management and realized and unrealized gains
thereon. Pursuant to investment management agreements with the Accounts,
Partners and BVF Inc. have the authority, among other things, to invest funds of
the Accounts in the Stock and to vote and dispose of the Stock. Pursuant to
such agreements, Partners and BVF Inc. receive fees based on assets under
management and realized and unrealized gains thereon. BVF Inc. is the general
partner of Partners and may be deemed to own beneficially securities over which
Partners exercises voting and dispositive power.
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
last 60 days
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: March 1, 1996
BIOTECHNOLOGY VALUE FUND, L.P.
By: BVF Partners L.P., its general partner
By: BVF Inc., its general partner
By: /s/ MARK N. LAMPERT
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Mark N. Lampert, President
BVF PARTNERS L.P.
By: BVF Inc., its general partner
By: /s/ MARK N. LAMPERT
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Mark N. Lampert, President
BVF INC.
By: /s/ MARK N. LAMPERT
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Mark N. Lampert, President
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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, hereby agree
and acknowledge that the amended statement 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 amendments or
supplements thereto shall also be filed on behalf of each of them.
Dated: March 1, 1996
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
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Mark N. Lampert, President
BVF INC.
By: /s/ MARK N. LAMPERT
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Mark N. Lampert, President
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EXHIBIT B
TRANSACTIONS IN THE STOCK
BY THE REPORTING PERSONS DURING THE LAST 60 DAYS
<TABLE>
<CAPTION>
FOR THE
SETTLEMENT DATE BY ACCOUNT OF QUANTITY PRICE TRANSACTION TYPE BROKER USED
- --------------- -- ---------- -------- ----- ---------------- -----------
<S> <C> <C> <C> <C> <C> <C>
February 22, 1996 BVF Inc. Biotech 1 52,200 $14.2500 Sale OPCO*
February 22, 1996 BVF Inc. Biotech 1 17,748 $14.6250 Sale MRST**
February 22, 1996 BVF Inc. Biotech 2 37,800 $14.2500 Sale OPCO
February 22, 1996 BVF Inc. Biotech 2 12,852 $14.6250 Sale MRST
February 22, 1996 Partners BVF, L.P. 63,000 $14.2500 Sale OPCO
February 22, 1996 Partners BVF, L.P. 21,420 $14.6250 Sale MRST
February 22, 1996 Partners I10 27,000 $14.2500 Sale OPCO
February 22, 1996 Partners I10 9,180 $14.6250 Sale MRST
February 26, 1996 BVF Inc. Biotech 1 7,830 $14.0000 Sale OPCO
February 26, 1996 BVF Inc. Biotech 2 5,670 $14.0000 Sale OPCO
February 26, 1996 Partners BVF, L.P. 9,450 $14.0000 Sale OPCO
February 26, 1996 Partners I10 4,050 $14.0000 Sale OPCO
</TABLE>
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* Oppenheimer & Co., Inc.
** Mr. Stock, Inc.
