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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(AMENDMENT NO. 3)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
TEXAS BIOTECHNOLOGY CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
88221T104
(CUSIP Number)
Michael K. Green
Vice President - Finance
Synbiotics Corporation
11011 Via Frontera
San Diego, CA 92127
(619) 451-3771
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 30, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously file 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 the 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.
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SCHEDULE 13D
CUSIP No. 88221T104 Page 1 of 2 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Synbiotics Corporation
95-3737816
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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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
Synbiotics Corporation is a California corporation
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7 SOLE VOTING POWER
1,228,090
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,228,090
WITH ---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,228,090
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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)
7.0%
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14 TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
CUSIP No. 88221T104 Page 2 of 2 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Patrick Owen Burns
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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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
United States citizen
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7 SOLE VOTING POWER
-----------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY -----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON
WITH -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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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)
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14 TYPE OF REPORTING PERSON
IN
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Item 1. Security and Issuer
This Schedule 13D relates to shares of Common Stock of Texas Biotechnology
Corporation ("TBC"), whose principal executive offices are located at 7000
Fannin, Houston, TX 77030.
Item 2. Identity and Background
Synbiotics Corporation (the "Company") is a California corporation which
develops, manufactures and markets biological products (i.e., therapeutics and
vaccines) and monoclonal antibody based diagnostic products for use in the
animal health care field. The Company's principal office is located at 11011
Via Frontera, San Diego, CA 92127.
The following information is provided as to each executive officer and director
of the Company, each of whom is a United States citizen:
Patrick Owen Burns, Director
1 Seaport Plaza
16th Floor
New York, NY 10292
Vice President of R&D Funding Corp, an affiliate of Prudential Securities
Inc., and Senior Vice President of Prudential Securities Inc.
James C. DeCesare, Director
c/o Synbiotics Corporation
11011 Via Frontera
San Diego, CA 92127
Consultant to the animal health and pharmaceutical industries.
Michael K. Green
c/o Synbiotics Corporation
11011 Via Frontera
San Diego, CA 92127
Vice President - Finance and Chief Financial Officer of Synbiotics
Corporation
Dr. M. Blake Ingle, Ph.D., Director
3030 Science Park Road
Suite 302
San Diego, CA 92121
President and Chief Executive Officer of Canji, Inc.
Donald E. Phillips, Chairman of the Board of Directors
c/o Synbiotics Corporation
11011 Via Frontera
San Diego, CA 92127
Retired
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Robert L. Widerkehr, Director
c/o Synbiotics Corporation
11011 Via Frontera
San Diego, CA 92127
President and Chief Executive Officer of Synbiotics Corporation
In conjunction with the merger transaction described in Item 4, Mr. Burns was
appointed a member of the Sellers Committee, along with Edward T. Maggio, Ph.D.
Among other roles, Sellers Committee was authorized to act as attorneys and
proxies, each with full power of substitution, to vote on behalf of the former
shareholders of ImmunoPharmaceutics, Inc. ("IPI"), with respect to such
shareholders' 1,000,000 escrowed shares of TBC common stock, in their sole
discretion on any and all matters that come before the stockholders of TBC. The
1,000,000 escrowed shares were released to the IPI shareholders on June 30,
1995. As a result, neither Dr. Maggio nor Mr. Burns retain the power to vote
said shares.
During the past five years, neither Mr. Burns nor the Company nor any of the
Company's other directors or executive officers has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or has been 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.
Item 3. Source and Amount of Funds or Other Considerations
The Company's shares of TBC common stock were received in exchange for all of
the Company's shares of Common Stock of IPI. The 1,000,000 escrowed shares of
TBC common stock over which Mr. Burns shared voting power were received by all
IPI shareholders as a group as part of the consideration for their Common Stock
of IPI and were released from escrow on June 30, 1995 upon the satisfaction of
certain contingencies. The Company also received an additional 163,745 shares
of previously unissued TBC common stock on June 30, 1995, in accordance with the
terms of the Plan and Agreement of Merger, upon the satisfaction of certain
contingencies.
Item 4. Purpose of Transaction
The shares of TBC common stock in which the Company has beneficial ownership
were acquired in conjunction with a July 25, 1994 triangular merger transaction
whereby unregistered shares of TBC common stock were issued in exchange for all
of the outstanding stock of IPI. On June 30, 1995, the Company received an
additional 573,108 shares of TBC common stock upon satisfaction of certain
contingencies related to the July 25, 1994 merger. 409,363 of these shares were
a part of the 1,000,000 escrowed shares, and the remaining 163,745 became
issuable, in accordance with the terms of the Plan and Agreement of Merger, upon
satisfaction of the contingencies. The Company was notified by TBC on July 24,
1995 that the contingencies had been satisfied effective May 31, 1995, and that
the shares were issued on June 30, 1995. As a result of the distribution of the
escrowed shares, Mr. Burns' beneficial ownership was reduced to zero. The
Company does not intend to be other than a passive investor in TBC.
Item 5. Interest in Securities of the Issuer
(a) The Company presently beneficially owns 1,228,090 shares of TBC common
stock, which it believes constitutes approximately 7.0% of the TBC common
stock outstanding, and Mr. Burns no longer has any beneficial ownership of
TBC common stock.
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(b) The Company has the sole power to vote and dispose of 1,288,090 shares of
TBC common stock as identified in subparagraph (a) above.
(c) Neither the Company nor Mr. Burns has had any transactions in TBC common
stock during the past sixty (60) days, other than the June 30, 1995
issuance to the Company and the decrease in Mr. Burns' beneficial ownership
as a result of the release of the 1,000,000 shares of TBC common stock from
escrow.
(d) Not applicable.
(e) Mr. Burns ceased to be the beneficial owner of more than 5% of TBC common
stock on June 30, 1995.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
As part of the merger transaction, the Company has entered into the following
agreements:
(a) Plan and Agreement of Merger - dated June 17, 1994 among TBC, IPI, TBC
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Acquisition Company No. 1, the Company and H & Q Life Science Technology
Fund I. Establishes the Sellers Committee; entitles the Sellers Committee
to designate two TBC Directors under certain circumstances.
(b) Certificate of Contingent Interest in Common Stock $0.005 Par Value of
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Texas Biotechnology Corporation - Entitles the Company to receive an
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additional 573,109 shares of TBC common stock upon the satisfaction of
certain contingencies by IPI.
(c) Escrow Agreement - 1,000,000 shares of TBC common stock, 409,363 shares of
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which have been issued to the Company, are currently being held in escrow
pending the satisfaction of certain contingencies by IPI. The Sellers
Committee has been irrevocably appointed as agents to act in all respects
on the former IPI shareholders' behalf relating to the Escrow Agreement.
(d) Adoption Agreement - Each former IPI shareholder grants the Sellers
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Committee a proxy to vote its escrowed shares.
(e) Agreement by Affiliates - The Company may be deemed to be an "affiliate" of
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IPI within the meaning of Rule 145 under the Securities Act of 1933, as
amended ("Securities Act"). The Company has agreed not to sell, assign or
transfer any its shares of TBC common stock received pursuant to the merger
except (1) pursuant to an effective Registration Statement under the
Securities Act, (2) in conformity with the volume and other limitations of
Rule 145(d) of the Securities Act or (3) in a transaction which, in the
opinion of independent counsel reasonably satisfactory to TBC or as
described in a "no-action" or interpretive letter from the Staff of the
Securities Exchange Commission, is not required to be registered under the
Securities Act.
Item 7. Material to Be Filed as Exhibits
(a) Plan and Agreement of Merger/(1)/
(b) Certificate of Contingent Interest in Common Stock $0.005 Par Value of
Texas Biotechnology Corporation/(2)/
(c) Escrow Agreement/(2)/
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(d) Adoption Agreement/(2)/
(e) Agreement by Affiliates/(2)/
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(1) Incorporated herein by reference to Exhibit A to Texas Biotechnology
Corporation's Current Report on Form 8-K, as amended, dated July 25, 1994,
File No. 0-20117 (confidential treatment has been granted with respect to
certain portions of this exhibit).
(2) Incorporated by reference to Amendment No. 1 of Schedule 13D filed on
October 20, 1994.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we certify
that the information set forth in this statement is true, complete and correct.
Date: August 11, 1995 /s/ Patrick Owen Burns
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Patrick Owen Burns
Date: August 11, 1995 SYNBIOTICS CORPORATION
By: /s/ Michael K. Green
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Michael K. Green
Vice President of Finance and
Chief Financial Officer
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