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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 4)
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)
February 27, 1996
(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 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 1 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) [ ]
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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
614,091
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 614,091
WITH ----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
614,091
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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)
2.6%
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14 TYPE OF REPORTING PERSON
CO
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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
Mr. Robert J. Kunze, Director
One Bush Street
San Francisco, CA 94104
General Partner of Hambrecht & Quist Life Science Ventures
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.
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Donald E. Phillips, Chairman of the Board of Directors
c/o Synbiotics Corporation
11011 Via Frontera
San Diego, CA 92127
Retired
Robert L. Widerkehr, Director
c/o Synbiotics Corporation
11011 Via Frontera
San Diego, CA 92127
President and Chief Executive Officer of Synbiotics Corporation
During the past five years, neither the Company nor any of the Company's
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
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION
On February 27, 1996 and February 28, 1996, the Company sold a total of 614,000
shares of TBC common stock in the open public market at an average selling price
of $3.573 per share. The transaction was effected through Hambrecht & Quist LLC
on the American Stock Exchange. The proceeds received from the sale will be
used primarily for working capital requirements. As a result of the sale of the
shares, the Company's beneficial ownership was reduced to below 5%. The Company
does not intend to be other than a passive investor in TBC with respect to its
remaining beneficial ownership of TBC common stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Company presently beneficially owns 614,091 shares of TBC common stock,
which it believes constitutes approximately 2.6% of the TBC common stock
outstanding.
(b) The Company has the sole power to vote and dispose of 614,091 shares of TBC
common stock as identified in subparagraph (a) above.
(c) The Company has not had any transactions in TBC common stock during the
past sixty (60) days, other than the February 27, 1996 and February 28,
1996 sales. See Item 4.
(d) Not applicable.
(e) The Company ceased to be the beneficial owner of more than 5% of TBC common
stock on February 27, 1996.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The Company has entered into the following agreements with respect to its
beneficial ownership of TBC common stock:
(a) Plan and Agreement of Merger - dated June 17, 1994 among TBC,
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ImmunoPharmaceutiecs, Inc. ("IPI"), TBC 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 had been issued to the Company, were held in escrow pending the
satisfaction of certain contingencies by IPI. The Sellers Committee had
been irrevocably appointed as agents to act in all respects on the former
IPI shareholders' behalf relating to the Escrow Agreement. The agreement
was terminated effective June 30, 1995 upon the distribution of all of the
escrowed shares.
(d) Adoption Agreement - Each former IPI shareholder granted the Sellers
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Committee a proxy to vote its escrowed shares. See Item 6(c).
(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. TBC filed a Registration Statement on Form S-3, effective
December 6, 1995, registering the shares of TBC common stock which the
Company sold as discussed in Item 4.
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)/
(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: March 8, 1996 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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