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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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ADVANCED MAGNETICS, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
00753P 10 3
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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)
OCTOBER 18, 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. 00753P 10 3 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
194,820
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(9) SOLE DISPOSITIVE POWER
-0-
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(10) SHARED DISPOSITIVE POWER
194,820
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
194,820
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.88%
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(14) TYPE OF REPORTING PERSON
PN
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CUSIP No. 00753P 10 3 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
393,400
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(9) SOLE DISPOSITIVE POWER
-0-
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(10) SHARED DISPOSITIVE POWER
393,400
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
393,400
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.81%
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(14) TYPE OF REPORTING PERSON
PN
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CUSIP No. 00753P 10 3 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 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
393,400
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(9) SOLE DISPOSITIVE POWER
-0-
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(10) SHARED DISPOSITIVE POWER
393,400
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
393,400
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.81%
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(14) TYPE OF REPORTING PERSON
IA, CO
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CUSIP No. 00753P 10 3 SCHEDULE 13D PAGE 5 OF 7 PAGES
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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 ADVANCED MAGNETICS, INC.
("Advanced Magnetics"). The principal executive office of Advanced Magnetics
is located at 725 Concord Avenue, Cambridge, MA 02138.
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 and director and the President
and Secretary 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 accounts, 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. 00753P 10 3 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 Advanced Magnetics. 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 194,820 shares of the Stock, and Partners
and BVF Inc., each beneficially owns 393,400 shares of the Stock,
approximately 2.88% and 5.81%, respectively, of the aggregate number of
shares outstanding as of June 30, 1996.
(b) BVF, L.P. shares voting and dispositive power over the 194,820 shares
of the Stock it beneficially owns with Partners. Partners and BVF Inc. share
voting and dispositive power over the 393,400 shares of the Stock it
beneficially owns with BVF, L.P. and the managed accounts on whose behalf
Partners, as investment manager, purchased such shares. The managed account
on whose behalf Partners has purchased shares of the Stock are Investment 10
L.L.C., an Illinois limited liability company ("I10"), Palmundo L.D.C., a
limited duration company organized under the laws of the Cayman Islands
("Palmundo"), Z.P.G. Securities, L.L.C., a New York limited liability company
("ZPG") and Biotechnology Value Fund, Ltd. a Cayman Islands Corporation ("BVF
Ltd."). I10, Palmundo, ZPG and BVF Ltd. 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 March 15, 1996.
(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. 00753P 10 3 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 has 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 receives 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: October 29, 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, BVF Inc., a Delaware Corporation, 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: October 29, 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 B
TRANSACTIONS IN THE STOCK
BY THE REPORTING PERSONS DURING THE LAST 60 DAYS
SETTLEMENT FOR THE PRICE TYPE OF
DATE(1) BY ACCOUNT OF QUANTITY PER SHARE TRADE
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September 6, 1996 Partners BVF Ltd. 2,000 $18.2917 Purchase
September 6, 1996 Partners BVF, L.P. 4,000 $18.2917 Purchase
September 6, 1996 Partners I10 3,000 $18.2917 Purchase
September 9, 1996 Partners BVF Ltd. 3,700 $18.25 Purchase
September 20, 1996 Partners BVF Ltd. 5,000 $17.25 Purchase
September 23, 1996 Partners ZPG 3,000 $16.875 Sale
September 23, 1996 Partners Palmundo 3,600 $16.875 Sale
October 9, 1996 Partners ZPG 12,000 $17.0625 Sale(2)
October 9, 1996 Partners Palmundo 10,000 $17.0625 Sale(2)
October 9, 1996 Partners BVF Ltd. 22,000 $17.0781 Purchase(2)
October 18, 1996 Partners BVF Ltd. 6,500 $15.4554 Purchase(3)
October 30, 1996 Partners BVF Ltd. 21,200 $15.00 Purchase
October 31, 1996 Partners BVF Ltd. 15,000 $15.00 Purchase
October 31, 1996 Partners BVF L.P. 10,000 $15.00 Purchase
October 31, 1996 Partners I10 2,800 $15.00 Purchase
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(1) All trades through Daiken Securities except (2) through Mr. Stock
and (3) through Preferred Technology, Inc.
