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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Name of Issuer: Texas Biotechnology Corporation
Title of Class of Securities: Common Stock, $0.005 par value
CUSIP Number: 88221T104
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Norman S. Schleifer
c/o Oracle Partners, L.P.
712 Fifth Avenue, 45th Floor
New York, New York 10019
(212) 373-9200
(Date of Event which Requires Filing of this Statement)
May 6, 1999
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
Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ X ].
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Section 240.13d-7(b) for other parties to whom copies are to
be sent.
*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 the disclosures provided
in a prior cover page.
The information required in 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 ("Act") 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.: 88221T104
(1) Name of reporting persons
I.R.S. Identification Nos. of above persons (entities only)
Larry N. Feinberg
(2) Check the appropriate box if a member of a group
(see instructions)
a.
b.
(3) SEC use only
(4) Source of funds (see instructions)
WC
(5) Check if disclosure of legal proceedings is required
pursuant to Items 2(d) or 2(e).
(6) Citizenship or place of organization
United States
Number of shares beneficially owned by each reporting person
with:
(7) Sole voting power
3,358,524
(8) Shared voting power
(9) Sole dispositive power
3,358,524
(10) Shared dispositive power
(11) Aggregate amount beneficially owned by each reporting
person.
3,358,524
(12) Check if the aggregate amount in Row (11) excludes certain
shares (see instructions).
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(13) Percent of class represented by amount in Row (11)
9.82%
(14) Type of reporting person (see instructions)
IN
Item 1. Security and Issuer
This statement relates to shares of Common Stock, $0.005
par value (the "Common Stock"), of Texas Biotechnology
Corporation ("Texas Bio"). Texas Bio's principal executive
office is located at 7000 Fannin Street, Suite 1920, Houston,
Texas 77030.
Item 2. Identity and Background
This statement is being filed on behalf of Mr. Larry N.
Feinberg. Mr. Feinberg is the managing general partner of Oracle
Partners, L.P. and Oracle Institutional Partners, L.P., both of
which are investment limited partnerships (the "Partnerships"),
and the President of Oracle Investment Management Inc., an
investment advisor that has investment discretion over certain
managed accounts. The principal offices of the Partnerships and
Oracle Investment Management are at 712 Fifth Avenue, 45th Floor,
New York, New York 10019.
Mr. Feinberg has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors). Mr. Feinberg has not, during the last
five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in 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 violations with respect to
such laws.
Mr. Feinberg is a citizen of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, Mr. Feinberg is deemed to
beneficially own 3,358,524 shares of Texas Bio's Common Stock.
The shares deemed to be beneficially owned by Mr. Feinberg are
held by: (i) the Partnerships; (ii) managed accounts over which
Mr. Feinberg has investment discretion; (iii) Mr. Feinberg and
other investment professionals of Oracle Investment Management
directly; and (iv) the retirement plan of Oracle Investment
Management. Transactions in the common stock in the last sixty
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days by the Partnerships, by the above-described managed
accounts, Mr. Feinberg, investment professionals and the
retirement plan are as follows:
Number of
Date Shares Purchased Price
March 1, 1999 25,200 shares $4.21 per share;
March 30, 1999 12,000 shares $4.11 per share;
March 30, 1999 5,000 shares $4.12 per share;
March 31, 1999 25,000 shares $4.69 and
March 31, 1999 45,000 shares $4.52
The funds for the purchase of the shares of Common Stock held in
the Partnerships came from capital contributions to the
Partnerships by their general and limited partners. The funds
for the purchase of the shares of Common Stock held in the
managed accounts came from each managed account's own funds. The
funds for the purchase of the shares of Common Stock held by Mr.
Feinberg, other investment professionals and the retirement plan
came from direct contributions by such persons. No leverage was
used to purchase the shares of Common Stock.
Item 4. Purpose of Transaction
The shares of Common Stock deemed to be
beneficially owned by Mr. Feinberg were acquired for investment
purposes. Mr. Feinberg has advised the Chairman of the Board of
Directors, the President and Chief Executive Officer and the
other directors of Texas Bio of his concerns regarding the
strategic direction of Texas Bio. In light of these concerns,
Mr. Feinberg is currently considering plans to identify to and
discuss with Texas Bio's Board of Directors opportunities to
maximize shareholder value. Such plans, if implemented, could
result in the occurrence of one or more of the events enumerated
in Items (a) through (e) and (j) of the instructions to Item 4 of
Schedule 13D.
Other than as set forth in the immediately
preceding paragraph, Mr. Feinberg has no current plans or
proposals which relate to, or would result in, any of the events
described in Items (a) through (j) of the instructions to Item 4
of Schedule 13D.
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Item 5. Interest in Securities of the Issuer
As of the date hereof, Mr. Feinberg is deemed to be
the beneficial owner of 3,358,524 shares of Texas Bio's Common
Stock. Based on Texas Bio's most recent Form 10-K dated March
25, 1999, as of December 31, 1998 there were 34,189,364 shares of
Texas Bio's Common Stock outstanding. Therefore, Mr. Feinberg is
deemed to beneficially own 9.82% of Texas Bio's outstanding
shares of Common Stock. Mr. Feinberg has the power to vote,
direct the vote, dispose of or direct the disposition of all the
shares of Texas Bio's Common Stock he is currently deemed to
beneficially own.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of
the Issuer
Mr. Feinberg currently does not have any contract,
arrangement, understanding or relationship with any person with
respect to the Common Stock of Texas Bio.
Item 7. Material to be Filed as Exhibits
None.
Signature
The undersigned, after reasonable inquiry and to
the best of his knowledge and belief, certifies that the
information set forth in this statement is true, complete and
correct.
May 6, 1999
/s/ Larry N. Feinberg
________________________________
Larry N. Feinberg
5
00751001.BC1
