<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)
QLT PHOTOTHERAPEUTICS INC.
--------------------------
(Name of Issuer)
COMMON STOCK
------------------------------
(Title of Class of Securities)
746927 10 2
--------------
(CUSIP Number)
Marc Schneidman
BVF Partners 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)
November 30, 1998
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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 / /.
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)
_________________
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. 746927 10 2 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
-0-
NUMBER OF 8 SHARED VOTING POWER
SHARES 649,050
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
649,050
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
649,050
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4%
14 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 746927 10 2 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
-0-
NUMBER OF 8 SHARED VOTING POWER
SHARES 1,309,800
BENEFICIALLY
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON WITH
10 SHARED DISPOSITIVE POWER
1,309,800
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,309,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
14 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 746927 10 2 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
-0-
NUMBER OF 8 SHARED VOTING POWER
SHARES 1,309,800
BENEFICIALLY
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON WITH
10 SHARED DISPOSITIVE POWER
1,309,800
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,309,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
14 TYPE OF REPORTING PERSON*
IA, CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 746927 10 2 13D Page 5 of 7 Pages
Amendment No. 1 (the "Amendment") to the Statement on Schedule 13D dated
September 1, 1998, (as so amended, the "Statement"), is 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 (the "Stock") of QLT Phototherapeutics Inc., a
Delaware corporation ("QLT").
Item 3 is hereby amended to read in its entirety as follows:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Since October 1, 1998, Partners, in its capacity as general partner of
BVF, has purchased on behalf of such limited partnership an aggregate number
of 33,000 shares of the Stock for an aggregate consideration of $382,665.27,
utilizing funds provided by BVF from its working capital pursuant to the
terms of its limited partnership agreement with Partners, and sold on behalf
of such limited partnership an aggregate number of 203,900 shares of the
Stock for an aggregate consideration of $3,321,034.34. 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 21,500 shares of the Stock for an aggregate consideration
of $270,845.85, utilizing funds under management by Partners pursuant to
investment management agreements between Partners and such managed accounts,
and has sold on behalf of such managed accounts an aggregate number of
311,500 shares of the Stock for an aggregate consideration of $5,335,010.16.
This Amendment is also being filed to report purchases that
inadvertently were unreported on the Schedule 13G filed on August 27, 1998.
On July 7, 1998, Partners, in its capacity as general partner of BVF,
purchased on behalf of such limited partnership call options for an aggregate
number of 92,000 shares of Stock for an aggregate consideration of
$266,800.00, 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, purchased on behalf of such managed accounts call
options for an aggregate number of 108,000 shares of the Stock for an
aggregate consideration of $313,200.00, utilizing funds under management by
Partners pursuant to investment management agreements between Partners and
such managed accounts. On August 12, 1998, Partners, in its capacity as
general partner of BVF, purchased on behalf of such limited partnership an
aggregate number of 35,000 shares of the Stock for an aggregate consideration
of $544,502.00, 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, purchased on behalf of such managed accounts an
aggregate number of 30,000 shares of the Stock for an aggregate consideration
of $466,716.00, utilizing funds under management by Partners pursuant to
investment management agreements between Partners and such managed accounts.
<PAGE>
CUSIP NO. 746927 10 2 13D Page 6 of 7 Pages
The purchases referred to herein were made for investment purposes only and
not for the purpose of or with the effect of changing or influencing the
control of QLT.
Item 5 is hereby amended to read in its entirety as follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) BVF beneficially owns 649,050 shares of the Stock, Partners
beneficially owns 1,309,800 shares of the Stock, and BVF Inc. beneficially
owns 1,309,800 shares of the Stock, approximately 2.4%, 4.9% and 4.9%,
respectively, of the aggregate number of shares outstanding as of November
30, 1998 (as verified by QLT).
(b) BVF shares voting and dispositive power over the 649,050 shares of
the Stock it beneficially owns with Partners. Partners and BVF Inc. share
voting and dispositive power over the 1,309,800 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 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) No transactions in the Stock have been effected by the Reporting
Persons during the past 60 days.
(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.
(e) As of November 30, 1998, the Reporting Persons ceased to be the
beneficial owners of more than five percent of the Stock.
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 during
the past sixty (60) days.
<PAGE>
CUSIP NO. 746927 10 2 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: December 3, 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: December 3, 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>
10/02/98 BVF Partners 27,700 $11.3550 Purchase NBSI
10/02/98 ILL10 Partners 3,000 $11.3550 Purchase NBSI
10/02/98 PAL Partners 2,000 $11.3550 Purchase NBSI
10/02/98 ZPG Partners 1,000 $11.3550 Purchase NBSI
10/02/98 BVF Ltd. Partners 10,000 $11.3550 Purchase NBSI
10/05/98 BVF Partners 2,300 $11.0389 Purchase INET
10/05/98 ILL10 Partners 1,000 $11.0389 Purchase INET
10/05/98 BVF Ltd. Partners 2,000 $11.0389 Purchase INET
10/16/98 BVF Partners 2,000 $13.0625 Purchase INET
10/16/98 BVF Ltd. Partners 2,000 $13.0625 Purchase INET
10/27/98 BVF Partners (20,000) $15.2380 Sale NBSI
10/27/98 ILL10 Partners (6,000) $15.2380 Sale NBSI
10/27/98 PAL Partners (2,000) $15.2380 Sale NBSI
10/27/98 ZPG Partners (1,400) $15.2380 Sale NBSI
10/27/98 BVF Ltd. Partners (20,600) $15.2380 Sale NBSI
11/01/98 BVF Partners (20,000) $15.1800 Sale NBSI
11/01/98 ILL10 Partners (10,000) $15.1800 Sale NBSI
11/01/98 PAL Partners (3,000) $15.1800 Sale NBSI
11/01/98 ZPG Partners (2,000) $15.1800 Sale NBSI
11/01/98 BVF Ltd. Partners (15,000) $15.1800 Sale NBSI
11/04/98 ILL10 Partners (3,500) $17.5000 Sale INET
11/04/98 BVF Ltd. Partners (3,000) $17.5000 Sale INET
11/06/98 BVF Partners (40,000) $17.5432 Sale NBSI
11/06/98 ILL10 Partners (7,000) $17.5432 Sale NBSI
11/06/98 BVF Ltd. Partners (20,000) $17.5432 Sale NBSI
11/16/98 BVF Partners 1,000 $16.4583 Purchase INET
11/16/98 BVF Ltd. Partners 500 $16.4583 Purchase INET
</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>
11/20/98 PAL Partners (2,800) $17.0670 Sale INET
11/23/98 BVF Partners (3,000) $17.1250 Sale INET
11/24/98 BVF Partners (27,400) $16.1361 Sale NBSI
11/24/98 ILL10 Partners (5,000) $16.1361 Sale NBSI
11/24/98 PAL Partners (5,000) $16.1361 Sale NBSI
11/24/98 ZPG Partners (3,000) $16.1361 Sale NBSI
11/24/98 BVF Ltd. Partners (24,000) $16.1361 Sale NBSI
11/24/98 BVF Partners (6,000) $16.4091 Sale INET
11/24/98 BVF Ltd. Partners (5,000) $16.4091 Sale INET
11/25/98 BVF Partners (23,800) $16.4842 Sale INET
11/25/98 PAL Partners (10,000) $16.3056 Sale NBSI
11/25/98 ZPG Partners (5,000) $16.3056 Sale NBSI
11/25/98 BVF Ltd. Partners (22,600) $16.3056 Sale NBSI
11/30/98 BVF Partners (63,700) $16.1329 Sale NBSI
11/30/98 ILL10 Partners (15,000) $16.1329 Sale NBSI
11/30/98 PAL Partners (10,000) $16.1329 Sale NBSI
11/30/98 BVF Ltd. Partners (120,000) $16.1329 Sale NBSI
</TABLE>
INET = Instinet
NBSI = Nesbitt Burns
