SUPPLEMENT DATED JUNE 14, 1995
To Prospectus, Dated January 13, 1995, of
BIO-TECHNOLOGY GENERAL CORP.
6,206,250 Warrants to purchase shares of Common Stock
at a purchase price of $5.49 per share
6,206,250 shares of Common Stock issuable upon exercise of Warrants
The following supplements the information contained in the attached
Prospectus of Bio-Technology General Corp., dated January 13, 1995:
Page 26 - DESCRIPTION OF CAPITAL STOCK
The Warrants provide that if the Company enters into a Sale Transaction (as
hereinafter defined) at a price per share of the Company's Common Stock less
than $6.59 (adjusted for any stock splits, stock dividends or similar actions),
the exercise price of the Warrants will be automatically reduced to a price per
share of the Company's Common Stock equal to the difference between the Sale
Price (as hereinafter defined) and $1.10 (adjusted for any stock splits, stock
dividends or similar actions). For purposes hereof, the term "Sale Transaction"
shall mean (i) the execution by the Company of a definitive merger agreement
pursuant to which the outstanding shares of the Company's Common Stock will be
converted into the right to receive cash, (ii) the execution by the Company of a
definitive asset purchase agreement pursuant to which the Company proposes to
sell substantially all its assets for cash, securities or a combination thereof
and thereafter to distribute such consideration to the Company's stockholders,
or (iii) a third party commences a cash tender offer for all of the Company's
outstanding Common Stock. For purposes hereof, the term Sale Price shall mean
(i) in the case of a merger, the cash offered per share of the Company's Common
Stock, (ii) in the case of an asset sale, the fair market value of the
consideration to be distributed to the Company's stockholders and (iii) in the
case of a cash tender offer, the amount of cash offered.
<PAGE>
Page 27 - SELLING SECURITY HOLDERS
The Company has been informed that after the date of the Prospectus D.
Blech & Company, Inc. transferred its Warrants to Biotechnology Investment
Group, L.L.C. in a transaction exempt from registration under the Securities
Act. As a result of such transfer, D. Blech & Company, Inc. should be removed
from the list of Selling Security Holders and Biotechnology Investment Group,
L.L.C. should be added to the Selling Security Holder list as follows:
<TABLE>
<CAPTION>
Number of Number of
Shares of Shares of Number of Number of
Common Stock Common Stock Warrants Warrants
Selling Beneficially Registered Beneficially Registered
Security Holder Owned(1) Herein(2) Owned(3) Herein(3)
- --------------- ------------ ------------ ------------ -----------
<S> <C> <C> <C> <C>
Biotechnology Investment
Group, L.L.C.(f) 1,814,432 562,500 562,500 562,500
- -------------
<FN>
(f) Beneficial ownership includes 30,575 shares of Common Stock issuable upon
the exercise of warrants issued in the December Private Placement, and
813,333 and 406,666 shares of Common Stock issuable upon the exercise of
warrants with exercise prices of $4.92 and $9.84, respectively, that were
issued by Gynex and which were converted into warrants to purchase shares
of Common Stock of the Company upon the merger of Gynex with and into BTG
Pharmaceuticals Corp., a wholly owned subsidiary of the Company.
</FN>
</TABLE>
Subsequent to the date of the Prospectus, David Blech, the sole shareholder
of D. Blech & Company, Inc., filed a Schedule 13D which indicates that he
beneficially owns less than 5% of the Company's Common Stock and that he
"understands or has reason to believe that substantially all of the shares of
Common Stock beneficially owned by various trusts for the benefit of [David
Blech] were sold either voluntarily or pursuant to margin calls or similar
creditor claims during the period beginning April 1994 and ending November
1994."
