<PAGE>
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)
OSI PHARMACEUTICALS, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
671040 10 3
(CUSIP Number)
Hope Flack
BVF Partners L.P.
333 West Wacker Drive, Suite 1600
Chicago, Illinois 60606
(312) 263-7777
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 6, 1998
(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)
(Page 1 of 7 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).
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CUSIP NO. 671040 10 3 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
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 952,253
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH -0-
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH 952,253
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
952,253
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
14 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 671040 10 3 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
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,056,590
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH -0-
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH 2,056,590
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,056,590
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
14 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 671040 10 3 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
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,056,590
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH -0-
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH 2,056,590
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,056,590
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
14 TYPE OF REPORTING PERSON*
IA, CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 671040 10 3 13D Page 5 of 7 Pages
Amendment No. 1 (the "Amendment") to the Statement on Schedule 13D, dated
November 6, 1997 (as so amended, the "Statement"), 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 $.01 per share (the "Stock"), of OSI Pharmaceuticals, Inc., a
Delaware corporation ("OSI").
Item 3 is hereby amended to read in its entirety as follows:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Since September 17, 1998, Partners, in its capacity as general partner of
BVF, has purchased on behalf of such limited partnership an aggregate number of
952,253 shares of the Stock for an aggregate consideration of $5,075,496.23,
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 1,104,337
shares of the Stock for an aggregate consideration of $5,921,280.86, utilizing
funds under management by Partners pursuant to investment management 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 952,253 shares of the Stock, Partners
beneficially owns 2,056,590 shares of the Stock, and BVF Inc. beneficially owns
2,056,590 shares of the Stock, approximately 4.5%, 9.6% and 9.6%, respectively,
of the aggregate number of shares outstanding as of July 31, 1998 (as reported
in OSI's most recent quarterly statement on Form 10-Q).
(b) BVF shares voting and dispositive power over the 952,253 shares of
the Stock it beneficially owns with Partners. Partners and BVF Inc. share
voting and dispositive power over the 2,056,590 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"), Palamundo, L.D.C., a limited
duration company organized under the laws of the Cayman Islands ("Palamundo"),
ZPG Securities, L.L.C., a New York limited liability company ("ZPG") and
Biotechnology Value Fund, Ltd., a Cayman Islands Corporation ("BVF Ltd.").
ILL10, Palamundo, ZPG and BVF Ltd. are collectively referred to herein as the
"Accounts." The Accounts specialize in holding
<PAGE>
CUSIP NO. 671040 10 3 13D Page 6 of 7 Pages
biotechnology stocks for investment purposes and the business address of each
is BVF Partners L.P., 333 West Wacker Drive, Suite 1600, Chicago, Illinois
60606.
(c) Exhibit B attached hereto contains information as to all transactions
in the Stock by the Reporting Persons since the most recent filing on Schedule
13D. 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 since the most recent filing on Schedule 13D.
(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 since the
most recent filing on Schedule 13D.
<PAGE>
CUSIP NO. 671040 10 3 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 18, 1998.
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
<PAGE>
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 18, 1998.
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
<PAGE>
EXHIBIT B
TRANSACTIONS IN THE STOCK BY THE REPORTING PERSONS
DURING THE PAST SIXTY DAYS
<TABLE>
<CAPTION>
For the Price per
Trade Date By Account of Quantity Share Type of Trade Broker
- ---------- -- ---------- -------- ---------- ------------- ------
<S> <C> <C> <C> <C> <C> <C>
09/14/98 BVF Partners 2,500 $3.4375 Purchase INET
09/17/98 BVF Partners 5,000 $3.3125 Purchase INET
09/18/98 BVF Ltd. Partners 1,000 $3.3125 Purchase INET
09/21/98 BVF Partners 700 $3.2500 Purchase INET
09/21/98 BVF Partners 5,000 $3.2500 Purchase INET
09/21/98 BVF Ltd. Partners 5,000 $3.2500 Purchase RSSF
09/22/98 BVF Ltd. Partners 5,000 $3.0313 Purchase INET
09/22/98 BVF Partners 2,900 $3.1059 Purchase INET
09/22/98 ILL10 Partners 1,000 $3.1059 Purchase INET
09/22/98 BVF Ltd. Partners 1,000 $3.1059 Purchase INET
09/23/98 BVF Partners 3,000 $3.1240 Purchase INET
09/23/98 BVF Ltd. Partners 3,200 $3.1240 Purchase INET
09/30/98 BVF Partners 1,000 $2.9375 Purchase INET
10/01/98 BVF Partners 1,100 $2.9063 Purchase INET
10/02/98 BVF Partners 9,000 $2.7500 Purchase COWN
10/02/98 ILL10 Partners 3,000 $2.7500 Purchase COWN
10/02/98 PAL Partners 2,000 $2.7500 Purchase COWN
10/02/98 ZPG Partners 1,000 $2.7500 Purchase COWN
10/05/98 BVF Partners 5,000 $2.7500 Purchase COWN
10/05/98 BVF Ltd. Partners 1,500 $2.7500 Purchase INET
10/06/98 BVF Partners 3,000 $2.8125 Purchase INET
10/07/98 BVF Partners 10,000 $2.7500 Purchase COWN
10/07/98 BVF Ltd. Partners 10,000 $2.7500 Purchase COWN
10/08/98 BVF Partners 11,000 $2.7188 Purchase COWN
10/08/98 BVF Ltd. Partners 9,000 $2.7188 Purchase COWN
10/09/98 BVF Partners 3,000 $2.6250 Purchase COWN
10/09/98 ILL10 Partners 2,000 $2.6250 Purchase COWN
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
For the Price per
Trade Date By Account of Quantity Share Type of Trade Broker
- ---------- -- ---------- -------- ---------- ------------- ------
<S> <C> <C> <C> <C> <C> <C>
10/09/98 PAL Partners 2,000 $2.6250 Purchase COWN
10/09/98 ZPG Partners 1,000 $2.6250 Purchase COWN
10/09/98 BVF Ltd. Partners 2,000 $2.6250 Purchase COWN
10/14/98 BVF Partners 4,000 $2.3594 Purchase INET
10/14/98 BVF Partners 10,000 $3.3750 Purchase OPCO
10/14/98 ILL10 Partners 3,000 $2.3750 Purchase OPCO
10/14/98 PAL Partners 2,000 $2.3750 Purchase OPCO
10/14/98 ZPG Partners 2,000 $2.3750 Purchase OPCO
10/14/98 BVF Ltd. Partners 8,000 $2.3750 Purchase OPCO
10/14/98 BVF Partners 5,000 $2.4375 Purchase INET
10/15/98 BVF Partners 15,000 $2.3125 Purchase COWN
10/15/98 PAL Partners 3,000 $2.3125 Purchase COWN
10/15/98 ZPG Partners 2,000 $2.3125 Purchase COWN
10/15/98 BVF Ltd. Partners 10,000 $2.3125 Purchase COWN
10/15/98 BVF Partners 5,000 $2.3688 Purchase INET
10/15/98 BVF Ltd. Partners 5,000 $2.3688 Purchase INET
11/06/98 BVF Partners 16,000 $4.2188 Purchase RSSF
11/06/98 BVF Ltd. Partners 30,000 $4.2188 Purchase RSSF
11/06/98 BVF Partners 3,200 $5.1602 Purchase INET
</TABLE>
COWN = Cowen
INET = Instinet
OPCO = Oppenheimer & Co.
RSSF = Robertson Stephens
