<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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)
PROGENICS PHARMACEUTICALS INC.
------------------------------
(Name of Issuer)
COMMON STOCK
------------
(Title of Class of Securities)
743187 10 6
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(CUSIP Number)
Marc Schneidman
BVF Partners L.P.
227 West Monroe Street, Suite 4800
Chicago, Illinois 60606
(312) 263-7777
-----------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 22, 1999
----------------
(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. 743187 10 6 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
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 283,713
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON WITH
10 SHARED DISPOSITIVE POWER
283,713
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
283,713
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1%
14 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 743187 10 6 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
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 573,000
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH -0-
10 SHARED DISPOSITIVE POWER
573,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
573,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
14 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 743187 10 6 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
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 573,000
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH -0-
10 SHARED DISPOSITIVE POWER
573,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
573,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
14 TYPE OF REPORTING PERSON*
IA, CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 743187 10 6 13D Page 5 of 7 Pages
Amendment No. 1 (the "Amendment") to the Statement on Schedule 13D,
dated September 8, 1998 (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 $0.0013 per share (the "Stock"), of Progenics
Pharmaceuticals, Inc., a Delaware corporation, ("Progenics").
Item 3 is hereby amended to read in its entirety as follows:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Since November 22, 1998, Partners, in its capacity as general partner of
BVF, has purchased on behalf of such limited partnership an aggregate number
of 43,500 shares of the Stock for an aggregate consideration of $566,481.42,
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 50,700 shares of the Stock for an aggregate consideration
of $660,204.61, utilizing funds under management by Partners pursuant to
investment management agreements between Partners and such managed accounts.
On January 26, 1999, Partners, as investment manager to Palamundo, L.D.C., a
limited duration company organized under the laws of the Cayman Islands
("Palamundo"), transferred 10,313 and 8,437 shares of the Stock to BVF and
another managed account, respectively.
Item 5 is hereby amended to read in its entirety as follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) BVF beneficially owns 283,713 shares of the Stock, Partners
beneficially owns 573,000 shares of the Stock, and BVF Inc. beneficially owns
573,000 shares of the Stock, approximately 3.1%, 6.2% and 6.2%, respectively,
of the aggregate number of shares outstanding as of Secptember 30, 1998 (as
reported in Progenics's most recent quarterly statement on Form 10-Q).
(b) BVF shares voting and dispositive power over the 283,713 shares of
the Stock it beneficially owns with Partners. Partners and BVF Inc. share
voting and dispositive power over the 573,000 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"), ZPG Securities,
L.L.C., a New York limited liability company ("ZPG") and Biotechnology Value
Fund, Ltd., a Cayman Islands
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CUSIP NO. 743187 10 6 13D Page 6 of 7 Pages
Corporation ("BVF Ltd."). ILL10, 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., 227 Monroe Street, Suite 4800, Chicago, Illinois 60606.
(c) Exhibit B attached hereto contains information as to all
transactions in the Stock by the Reporting Persons in the last sixty (60)
days. 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 in the last sixty (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.
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 in the last
sixty (60) days.
<PAGE>
CUSIP NO. 743187 10 6 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: January 29, 1999
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
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Mark N. Lampert
President
BVF INC.
By: /s/ Mark N. Lampert
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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: January 29, 1999
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>
Trade Date By For the Price per
Account of Quantity Share Type of Trade Broker
<S> <C> <C> <C> <C> <C> <C>
12/16/98 BVF Partners 900 $11.5000 Purchase INET
12/17/98 BVF Partners 1,600 $12.1094 Purchase INET
12/18/98 BVF Partners 1,000 $12.3125 Purchase INET
12/21/98 BVF Partners 4,700 $11.8484 Purchase INET
12/22/98 BVF Ltd. Partners 3,000 $12.2500 Purchase INET
12/23/98 BVF Partners 10,000 $13.1992 Purchase INET
12/23/98 BVF Ltd. Partners 6,000 $13.1992 Purchase INET
12/28/98 ZPG Partners 700 $12.0000 Purchase INET
12/29/98 BVF Ltd. Partners 500 $12.5000 Purchase INET
12/30/98 BVF Ltd. Partners 4,300 $12.2035 Purchase INET
12/31/98 BVF Ltd. Partners 4,000 $12.0156 Purchase INET
01/04/99 BVF Partners 2,400 $12.3125 Purchase INET
01/04/99 BVF Ltd. Partners 1,600 $12.3125 Purchase INET
01/08/99 BVF Partners 2,900 $13.5000 Purchase INET
01/12/99 BVF Partners 4,000 $13.4836 Purchase INET
01/12/99 ZPG Partners 1,600 $13.4836 Purchase INET
01/12/99 BVF Ltd. Partners 2,000 $13.4836 Purchase INET
01/14/99 BVF Partners 4,000 $13.0000 Purchase INET
01/14/99 ZPG Partners 2,000 $13.0000 Purchase INET
01/15/99 BVF Partners 2,000 $13.1875 Purchase INET
01/19/99 BVF Partners 8,000 $13.5000 Purchase RSSF
01/19/99 BVF Ltd. Partners 7,000 $13.5000 Purchase RSSF
01/20/99 BVF Partners 2,000 $13.3750 Purchase RSSF
01/20/99 BVF Ltd. Partners 3,000 $13.3750 Purchase RSSF
01/21/99 BVF Ltd. Partners 5,000 $13.3750 Purchase RSSF
</TABLE>
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<TABLE>
<CAPTION>
Trade Date By For the Price per
Account of Quantity Share Type of Trade Broker
<S> <C> <C> <C> <C> <C> <C>
01/22/99 BVF Ltd. Partners 5,000 $13.2500 Purchase RSSF
01/25/99 ZPG Partners 2,500 $13.2500 Purchase RSSF
01/25/99 BVF Ltd. Partners 2,500 $13.2500 Purchase RSSF
</TABLE>
INET = Instinet
RSSF =
