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ADMENDMENT NO. 1
TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
================================================================================
TEXAS BIOTECHNOLOGY CORPORATION
(Name of Issuer)
TEXAS BIOTECHNOLOGY CORPORATION
(Name of Person(s) Filing Statement)
REDEEMABLE COMMON STOCK PURCHASE WARRANTS
(Title of Class of Securities)
88221T112
(CUSIP Number of Class of Securities)
TEXAS BIOTECHNOLOGY CORPORATION
7000 FANNIN STREET, SUITE 1920
HOUSTON, TEXAS 77030
(713) 796-8822
Copy to
ROBERT G. REEDY
PORTER & HEDGES, L.L.P.
700 LOUISIANA, 35TH FLOOR
HOUSTON, TEXAS 77002
(713) 226-0600
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of the
Person(s) Filing Statement)
NOVEMBER 12, 1998
(Date Tender Offer First Published,
Sent or Given to Security Holders)
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This Schedule 13E-4 relates to the actions taken by Texas
Biotechnology Corporation (the "Company") to extend the exercise deadline of
its outstanding Redeemable Common Stock Purchase Warrants (the "Warrants") from
5:00 p.m., eastern standard time, on December 14, 1998 (the "Exercise
Deadline") to 5:00 p.m., eastern standard time, September 30, 1999. The
Warrants are scheduled to expire at 5:00 p.m., eastern standard time, on
December 14, 1998.
ITEM 1. SECURITY AND ISSUER.
(a) The name of the issuer and the address of its principal
executive office are: Texas Biotechnology Corporation,
7000 Fannin Street, Suite 1920, Houston, Texas 77030.
(b) The exact title and amount of the class of securities being
sought are all outstanding Warrants of the Company. As of
November 9, 1998, there were 4,082,500 Warrants
outstanding. Each eligible Warrant is exercisable for one
share of Common Stock at a price of $8.44.
The following officers, directors and affiliates of the Company
own Warrants:
<TABLE>
<CAPTION>
NUMBER OF
WARRANTS
BENEFICIALLY
NAME TITLE HELD
----------------------------- ------------------------- ---------------------
<S> <C> <C>
James A. Thomson Director 5,000
</TABLE>
(c) The Company's common stock, $.005 par value (the "Common
Stock"), and the Warrants are traded on the American Stock
Exchange (the "ASE"). The Common Stock trades under the
symbol TXB. The following tables sets forth the high and
low sales prices for the Common Stock based on closing
transactions during each specified period as reported by
the ASE:
<TABLE>
<CAPTION>
FISCAL 1998 BID FISCAL 1997 BID FISCAL 1996 BID
--------------------- ------------------- ---------------------
HIGH LOW HIGH LOW HIGH LOW
--------- --------- -------- ------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
First Quarter $ 7 13/16 $ 5 3/8 $ 7 1/4 $ 3 7/8 $ 5 1/2 $ 2
Second Quarter 9 1/2 3 3/4 6 3/16 3 3/4 6 9/16 3 1/2
Third Quarter 6 2 9/16 6 1/2 4 9/16 4 7/16 2 3/8
Fourth Quarter 6 11/16 5 4 3/4 2 15/16
</TABLE>
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The Warrants trade under the symbol TXBws. The following table
sets forth the high and low sales prices for the Warrants as
reported by the ASE.
<TABLE>
<CAPTION>
FISCAL 1998 BID FISCAL 1997 BID FISCAL 1996 BID
------------------- ------------------- ---------------------
HIGH LOW HIGH LOW HIGH LOW
--------- -------- --------- -------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
First Quarter $ 1 1/2 $ 9/16 $ 2 3/8 $ 11/16 $ 1 1/4 $ 1/4
Second Quarter 2 3/4 1/8 1 1/2 3/4 1 7/8 9/16
Third Quarter 5/8 1/8 1 9/16 7/8 1 1/8 9/16
Fourth Quarter 1 5/8 7/8 1 1/16 1/2
</TABLE>
(d) Not applicable.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) No funds or other consideration are being offered by the
Company for the extension of the Exercise Deadline.
(b) Not applicable.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER
OR AFFILIATE.
The purpose of the tender offer is to extend the Exercise Deadline
of the Warrants to 5:00 p.m., eastern standard time, September
30, 1999. The Company believes that this extension of the Exercise
Deadline will provide Warrant holders an opportunity to benefit
from exercise of a portion of their Warrants. There are no
present plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of
the issuer, or the disposition of securities of the
issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any
of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the
issuer or any of its subsidiaries;
(d) Any changes in the present board of directors or
management of the issuer including, but not limited to,
any plans or proposals to change the number or the terms
of directors, to fill any existing vacancy on the board or
to change any material term of the employment contract of
any executive officer;
(e) Any material change in the present dividend rate or
policy, or indebtedness or capitalization of the issuer;
(f) Any other material change in the issuer's corporate
structure or business, including, if the issuer is a
registered closed-end investment company, any plans or
proposals to make any changes in its investment policy for
which a vote would be required by Section 13 of the
Investment Company Act of 1940;
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(g) Changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede
the acquisition of control of the issuer by any person;
(h) Causing a class of equity security of the issuer to be
delisted from a national securities exchange or to cease
to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association;
(i) A class of equity security of the issuer becoming eligible
for termination of registration pursuant to Section
12(g)(4) of the Act; or
(j) The suspension of the issuer's obligation to file reports
pursuant to Section 15(d) of the Act.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
None.
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE ISSUER'S SECURITIES.
None.
ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The Company will bear all expenses incurred in connection with the
tender offer. Corporate Investor Communications, Inc has been
engaged to distribute materials and perform certain ministerial
services in connection with the tender offer for a fee of
approximately $450, plus out-of-pocket expenses. Brokerage
houses, banks and other custodians, nominees and fiduciaries will
be reimbursed for their customary out-of-pocket and reasonable
expenses incurred in forwarding tender offer materials to their
clients who are beneficial owners of the Warrants.
ITEM 7. FINANCIAL INFORMATION.
(a) None.
(b) Not applicable.
ITEM 8. ADDITIONAL INFORMATION.
(a) None.
(b) Upon termination of the tender offer the Company will
notify the ASE of the extension of the Exercise Deadline.
(c) Not applicable.
(d) None.
(e) None.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(1) Texas Biotechnology Corporation press release
dated November 12, 1998.*
(2) Form of Notice to Warrant Holders dated November
12, 1998.*
(3) Response Form.*
___________
* Previously filed.
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SIGNATURE
After due 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 TEXAS BIOTECHNOLOGY CORPORATION
By: /s/ Stephen L. Mueller
Name: Stephen L. Mueller
Title: Vice President - Finance and
Administration
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EXHIBIT INDEX
Exhibit (1) Texas Biotechnology Corporation press release dated November
12, 1998.*
Exhibit (2) Form of Notice to Warrant Holders dated November 12, 1998.*
Exhibit (3) Response Form.*
_________
* Previously filed.
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