<PAGE> 1
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
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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)
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
TRANSACTION VALUATION AMOUNT OF FILING FEE
--------------------- --------------------
<S> <C>
$1,020,625.00(1) $204.13
</TABLE>
[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of filing.
(1) Estimated solely for the purpose of calculating the filing fee in accordance
with Rule 0-11(b) under the Securities Exchange Act of 1934, as amended.
Calculated based on the average of the high and low sales prices of the
registrant's Redeemable Common Stock Purchase Warrants as reported on the
American Stock Exchange on November 10, 1998.
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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 mount 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 1997 FISCAL 1996
BID BID
------------ -----------
HIGH LOW HIGH LOW
---- --- ---- ---
<S> <C> <C> <C> <C>
First Quarter............................................ $7 1/4 $3 7/8 $5 1/2 $2
Second Quarter........................................... 6 3/16 3 3/4 6 9/16 3 1/2
Third Quarter............................................ 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>
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 1997 FISCAL 1996
BID BID
------------ -----------
HIGH LOW HIGH LOW
---- --- ---- ---
<S> <C> <C> <C> <C>
First Quarter............................................ $2 3/8 $ 11/16 $1 1/4 $ 1/4
Second Quarter........................................... 1 1/2 3/4 1 7/8 9/16
Third Quarter............................................ 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
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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;
(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 make
solicitations 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.
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(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.
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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.
TEXAS BIOTECHNOLOGY CORPORATION
By: /s/ STEPHEN L. MUELLER
---------------------------------
Name: Stephen L. Mueller
Title: Vice President Finance
and Administration
Dated: November 12, 1998
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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.
<PAGE> 1
EXHIBIT 1
Contact: David B. McWilliams, President and Chief Executive Officer
Pamela M. Murphy, Vice President, Corporate Communications
Texas Biotechnology Corporation
(713) 796-8822
TEXAS BIOTECHNOLOGY REPORTS THIRD QUARTER FINANCIAL RESULTS
ANNOUNCES WARRANT EXTENSION
HOUSTON, TX, NOVEMBER 12, 1998 -- Texas Biotechnology Corporation (AMEX:TXB)
today announced financial results for the third quarter and first nine months
ended September 30, 1998.
Revenues for the third quarter of 1998 totaled $616,402 compared to $9,690,000
for the same quarter in 1997. The decrease in revenues for the third quarter of
1998 was primarily due to a one-time license fee of $8,500,000 received from
SmithKline during the third quarter of 1997. Operating expenses decreased by 19%
to $4,436,189 for the third quarter of 1998 compared to $5,464,698 for the same
quarter of 1997. The decrease in operating expenses in 1998 was primarily due to
reductions in clinical trial expenses for NOVASTAN(R) (argatroban). Net loss
applicable to common shares, basic and diluted, for the third quarter of 1998
was $3,300,655 or $0.10 per share, compared to a net income applicable to common
shares, basic and diluted, of $4,119,662 or $0.15 per share, for the same
quarter of 1997.
Revenues for the first nine months ended September 30, 1998 totaled $1,859,790
compared to $11,180,002 for the same period in 1997. This decrease is also
primarily due to the one-time license fee discussed above. Operating expenses
decreased by 20% to $13,974,082 for the first half of 1998 compared to
$17,366,371 for the same period of 1997. Net loss applicable to common shares,
basic and diluted, for the first nine months of 1998 was $10,481,133 or $0.31
per share, compared to a net loss applicable to common shares, basic and
diluted, of $6,821,769 or $0.26 per share, for the same period of 1997.
Cash, cash equivalents and short and long-term investments were $34,982,421 at
September 30, 1998.
Texas Biotechnology Corporation also announced that the board of directors has
approved an extension of the exercise period of the Company's publicly traded
redeemable common stock purchase warrants (AMEX:TXBWS) from December 14, 1998 to
September 30, 1999. The strike price of $8.44 remains unchanged and all other
terms of the warrants remain in effect. The effective date of the expiration
change is December 13, 1998.
Texas Biotechnology Corporation is a biopharmaceutical company focused on the
development and commercialization of small molecule drugs to treat a variety of
vascular conditions including cardiovascular disease and asthma. In addition to
TBC11251, the Company is co-developing NOVASTAN(R), an injectable anticoagulant,
with SmithKline Beecham for heparin-induced thrombocytopenia. TBC1269, a
selectin antagonist, is also being evaluated for the treatment of asthma. Texas
Biotechnology's expertise in vascular cell biology and its insights into
computer-aided small molecule drug design has generated additional compounds for
the inhibition of cell adhesion, endothelin, growth factors and programmed cell
death.
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<PAGE> 2
This press release contains forward-looking information that is subject to
certain risks, trends and uncertainties that could cause actual results to
differ materially from those projected. Among those risks, trends and
uncertainties are attainment of research and clinical goals of product
candidates, attainment of required governmental approval and availability of
financing and revenues sufficient to fund development of product candidates and
operations. In particular, careful consideration should be given to cautionary
statements made in the various reports Texas Biotechnology has filed with the
Securities and Exchange Commission.
(see following table)
<PAGE> 3
TEXAS BIOTECHNOLOGY CORPORATION
SELECTED FINANCIAL DATA
$ IN THOUSANDS (EXCEPT LOSS PER SHARE AND SHARES OUTSTANDING)
UNAUDITED
SUMMARY OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1998 1997 1998 1997
------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenues ................................ $ 616 $ 9,690 $ 1,860 $ 11,180
Operating expenses ...................... 4,436 5,465 13,974 17,366
Other income (net) ...................... 519 192 1,635 509
Preferred dividend requirement .......... -- 297 2 1,145
Net income (loss) applicable to
common shares ....................... (3,301) 4,120 (10,481) (6,822)
Net income (loss) per share:
basic ........................... (0.10) 0.15 (0.31) (0.26)
diluted ......................... -- 0.15 -- --
Weighted average shares used to compute
net loss per common share:
basic ........................... 34,086,498 27,305,955 33,782,875 25,853,961
diluted ......................... -- 28,762,873 -- --
</TABLE>
BALANCE SHEETS
<TABLE>
<CAPTION>
SEPTEMBER 30,
1998 1997
-------- --------
<S> <C> <C>
Cash and cash equivalents, and
short-term and long-term investments ........... $ 34,982 $ 43,707
Total assets......................................... 39,989 48,798
Total liabilities.................................... 2,857 2,631
Stockholders' equity................................. 37,132 46,167
</TABLE>
<PAGE> 1
TEXAS BIOTECHNOLOGY CORPORATION
NOTICE TO HOLDERS OF
REDEEMABLE COMMON STOCK PURCHASE WARRANTS
THIS OFFER EXPIRES ON DECEMBER 11, 1998
AT 5:00 P.M., EASTERN STANDARD TIME
UNLESS EXTENDED
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SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN, THE OFFER IS
BEING MADE TO HOLDERS OF REDEEMABLE COMMON STOCK PURCHASE WARRANTS (SYMBOL TXB
ws) OF TEXAS BIOTECHNOLOGY CORPORATION IN ACCORDANCE WITH THE TERMS HEREOF.
------------------------
TO THE HOLDERS OF THE WARRANTS EXPIRING ON DECEMBER 14, 1998
OF TEXAS BIOTECHNOLOGY CORPORATION.
Texas Biotechnology Corporation (the "Company") hereby offers to holders of
its Redeemable Common Stock Purchase Warrants (the "Warrants") to extend the
exercise deadline of the Warrants from 5:00 p.m., eastern standard time,
December 14, 1998 to 5:00 p.m., eastern standard time, September 30, 1999 (the
"Offer"). To accept the Offer Holders must tender Warrants by (i) completing and
executing the accompanying response form and (ii) and delivering such response
form to The Bank of New York, the Warrant Agent, on or prior to 5:00 p.m.
Eastern Standard Time on December 11, 1998, unless such date is extended by the
Company in its sole discretion. EACH RECORD HOLDER OF WARRANTS MUST EITHER
ACCEPT THE OFFER OR RETAIN HIS CURRENT WARRANTS ON THEIR CURRENT TERMS. WARRANTS
THAT ARE NOT TENDERED PURSUANT TO THE OFFER WILL EXPIRE, PURSUANT TO THEIR
TERMS, AT 5:00 P.M. ON DECEMBER 14, 1998.
The Company will accept for tender and exercise any and all Warrants duly
tendered pursuant to the Offer. There are 4,082,500 Warrants outstanding and the
Offer applies to all of the outstanding Warrants. Officers and directors of the
Company own 5,000 Warrants. Additional information regarding the extension of
exercise deadline and the tender offer is contained in the materials
accompanying this notice.
Any questions regarding the extension of the Exercise Deadline, the tender
offer or the exercise of the Warrants may be directed to:
<TABLE>
<S> <C>
The Warrant Agent: The Company:
REORGANIZATION DEPARTMENT STEPHEN MUELLER
THE BANK OF NEW YORK TEXAS BIOTECHNOLOGY
101 BARCLAY, 11 EAST CORPORATION
NEW YORK, NEW YORK 10286 7000 FANNIN STREET, SUITE 1920
(800) 507-9357 HOUSTON, TEXAS 77030
(713) 796-8822
</TABLE>
THE OFFER EXPIRES AT 5:00 P.M., EASTERN STANDARD TIME,
ON DECEMBER 11, 1998 UNLESS EXTENDED.
<PAGE> 1
PLEASE READ THE ATTACHED INSTRUCTIONS BEFORE COMPLETING
TEXAS BIOTECHNOLOGY CORPORATION
RESPONSE FORM
For Record Holders of Redeemable Common Stock Purchase Warrants issued December
15, 1993 (CUSIP NO. 88221T112) (the "Warrants").
A COPY OF THIS RESPONSE FORM SHOULD BE
SUBMITTED TO THE WARRANT AGENT AS FOLLOWS:
If Hand Delivered or Mailed:
THE BANK OF NEW YORK
REORGANIZATION DEPARTMENT
101 BARCLAY, 11 EAST
NEW YORK, NEW YORK 10286
<TABLE>
<S> <C>
Name and Address of Record Holder: Certificate No. No. of
Warrant
- --------------------------------------------- ---------------------------------------------
---------------------------------------------
---------------------------------------------
---------------------------------------------
Total Shares
---------------------------------------------
</TABLE>
The undersigned, as record holder of the Warrants described above represent
that I have full authority to tender the Warrants and that I have duly executed
this Response Form. Alternatively, I represent that I am the nominee record
holder submitting the same for the beneficial owner thereof who has made the
foregoing representation to me. I will execute any additional documents
necessary or desirable to complete the tender transaction and will otherwise
cooperate with the Company in amending the Warrant Certificate(s) and completing
the extension of the exercise deadline. I understand that upon completion of the
extension of the exercise deadline, I will receive either (i) a "sticker" for
existing certificates, which will be mailed to the name and address shown above
or pursuant to the special mailing instructions set forth below or (ii) contact
The Bank of New York (the "Warrant Agent") at the number above to request new
Warrant certificates. Tenders may be withdrawn at any time prior to 5:00 p.m.,
New York City time, on December 11, 1998. See Instruction Number 4.
PLEASE SIGN AND DATE BELOW
<TABLE>
<S> <C>
Printed
Name:
---------------------------------------
Signature:
---------------------------------------
Capacity:
---------------------------------------
Address:
---------------------------------------
Date:
---------------------------------------
Telephone: ( )
---------------------------------------
</TABLE>
<PAGE> 2
PLEASE READ THE ATTACHED INSTRUCTIONS BEFORE COMPLETING
PLEASE DO NOT WRITE IN SPACE BELOW
INSTRUCTIONS
1. GENERAL. This response form is to be used by record holders for the
tender of Redeemable Common Stock Purchase Warrants issued December 15, 1993
(CUSIP No. 88221T112) (the "Warrants"), by Texas Biotechnology Corporation (the
"Company"). If you are such a record holder and you desire to tender your
Warrants, you should complete and execute the Response Form attached hereto and
return it to the Warrant Agent. If you properly tender your Warrants, the
Warrant Agent will forward to you or the Depository Trust Company with regard to
book-entry Warrants stickers or new certificates reflecting the extension of the
expiration date.
2. COMPLETION AND DELIVERY OF THE RESPONSE FORM. Please fill out the boxes
on the Response Form. Please print or type the name and address of the record
holder of the Warrants in the box indicated. The name of the record holder
should correspond with the name of which the Warrants are registered. Date, sign
and provide any other information requested on the Response Form, as
appropriate. The method of delivery of the Response Form and any other required
documents is at the opinion and risk of the holder but, delivery will be deemed
made only when actually received by the Warrant Agent. If such delivery is by
mail, it is suggested that registered mail with return receipt requested,
properly insured, be used.
3. SIGNATURES ON RESPONSE FORM. If the Response Form is signed by the
record holder of the Warrants exercised hereby, the signature must correspond
with the name in which the Warrants are registered, as written on the face of
the Warrant Certificate(s), without alteration, enlargement or any change
whatsoever. If the Warrants tendered hereby are owned of record by two or more
joint owners, all such owners must sign the Response Form. If the Response Form
is signed by a trustee, executor, administrator, guardian, attorney-in-fact,
corporate officer or other person acting in a fiduciary capacity, such person
should so indicate when signing and proper evidence satisfactory to the Warrant
Agent of his authority so to act must be submitted.
4. WITHDRAWAL OF TENDER. Warrant holders may revoke their tender at any
time prior to the expiration of the tender offer. Revocations must be received
by the Warrant Agent on or prior to 5:00 p.m., eastern standard time, December
11, 1998. The method of delivery of the revocation is at the option and risk of
the holder but, delivery will be deemed made only when actually received by the
Warrant Agent. If such delivery is by mail, it is suggested that registered mail
with return receipt requested, properly issued, be used.
5. REQUEST FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests for
assistance or additional copies of this Response Form and the Notice dated
November 12, 1998, may be directed to the Warrant Agent or to the Company at the
addresses set forth below:
<TABLE>
<S> <C> <C> <C>
The Warrant Agent: The Company:
REORGANIZATION DEPARTMENT STEPHEN MUELLER
THE BANK OF NEW YORK TEXAS BIOTECHNOLOGY CORPORATION
101 BARCLAY, 11 EAST 7000 FANNIN STREET, SUITE 1920
NEW YORK, NEW YORK 10286 HOUSTON, TEXAS 77030
(800) 507-9357 (713) 796-8822
</TABLE>
2
