SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 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.2
Texas Biotechnology Corporation
(Name of Issuer)
Common Stock, $0.005 par value
(Title of Class of Securities)
88221T104
(CUSIP Number)
Larry N. Feinberg
c/o Oracle Partners, L.P.
712 Fifth Avenue, 45th Floor
New York, New York 10019
(212) 373-9200
(Name, address and telephone number of person
authorized to receive notices and communications)
April 17, 2000
(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(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 11 Pages)
- ----------------
*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 purposes 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).
<PAGE>
CUSIP No. 88221T104 13D Page 2 of 11 Pages
- -----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Oracle 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 **
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
- -----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
2,185,800
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
2,185,800
- -----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,185,800
- -----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
- -----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
5.4%
- -----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
PN
- -----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 88221T104 13D Page 3 of 11 Pages
- -----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Oracle Institutional 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 **
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
- -----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
545,900
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
545,900
- -----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
545,900
- -----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
- -----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
1.3%
- -----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
PN
- -----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 88221T104 13D Page 4 of 11 Pages
- -----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Oracle Investment Management, Inc.
- -----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
- -----------------------------------------------------------------------------
(3) SEC USE ONLY
- -----------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
AF
- -----------------------------------------------------------------------------
(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
- -----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
880,524
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
880,524
- -----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
880,524
- -----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
- -----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
2.2%
- -----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
CO
- -----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 88221T104 13D Page 5 of 11 Pages
- -----------------------------------------------------------------------------
(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 **
(a) [X]
(b) [ ]
- -----------------------------------------------------------------------------
(3) SEC USE ONLY
- -----------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
A
- -----------------------------------------------------------------------------
(5) CHECK BOX 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 (7) SOLE VOTING POWER
20,000
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
3,612,224
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
20,000
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
3,612,224
- -----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
3,632,224
- -----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
- -----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
8.9%
- -----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
IN
- -----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 88221T104 13D Page 6 of 11 Pages
Item 1. Security and Issuer.
This Amendment No. 2 ("Amendment No. 2") amends and restates the statement
on Schedule 13D which was filed on September 29, 1999 with respect to the
common stock, $0.005 par value (the "Common Stock"), of Texas Biotechnology
Corporation (the "Company"). The Company's principal executive office is
located at 7000 Fannin Street, 20th Floor, Houston, Texas 77030.
Item 2. Identity and Background.
(a) This Amendment No. 2 is filed by:
(i) Oracle Partners, L.P., a Delaware limited partnership ("Oracle
Partners"), with respect to shares of Common Stock directly
owned by it;
(ii) Oracle Institutional Partners, L.P., a Delaware limited
partnership ("Oracle Institutional"), with respect to shares of
Common Stock directly owned by it;
(iii) Oracle Investment Management, Inc., a Delaware corporation (the
"Investment Manager"), which serves as investment manager to
and has investment discretion over the securities held by
(a) SAM Oracle Investments Inc., a British Virgin Islands
corporation ("SAM Oracle"), with respect to shares of Common
Stock directly owned by Sam Oracle, (b) Oracle Offshore
Limited, a Cayman Islands corporation ("Oracle Offshore"), with
respect to shares of Common Stock directly owned by Oracle
Offshore, and (c) Oracle Management Company Employee Retirement
Account (the "Retirement Plan"), with respect to shares of
Common Stock directly owned by the Retirement Plan; and
(iv) Mr. Larry N. Feinberg ("Mr. Feinberg"), who serves as the
general partner of Oracle Partners and Oracle Institutional
(together, the "Partnerships"), is the sole shareholder and
president of the Investment Manager, and is the trustee of The
Feinberg Family Foundation (the "Foundation"), with respect to
shares of Common Stock directly owned by him (as trustee of the
Foundation) and by the Partnerships, SAM Oracle, Oracle
Offshore and the Retirement Plan.
The foregoing persons are hereinafter sometimes collectively referred to
as the "Reporting Persons." Any disclosures herein with respect to persons
other than the Reporting Persons are made on information and belief after
making inquiry to the appropriate party.
<PAGE>
CUSIP No. 88221T104 13D Page 7 of 11 Pages
(b) The address of the principal business and principal office of each
of the Partnerships and the Investment Manager is 712 Fifth Avenue, New York,
New York 10019. The business address of Mr. Feinberg is 712 Fifth Avenue, New
York, New York 10019.
(c) The principal business of each of the Partnerships is to invest in
securities. The principal business of the Investment Manager is to serve as an
investment manager to and exercise investment discretion over securities held
by SAM Oracle, Oracle Offshore and the Retirement Plan. Mr. Feinberg is the
general partner of the Partnerships, the sole shareholder and president of the
Investment Manager and the trustee of the Foundation.
(d) None of the Reporting Persons has, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, was, or is subject to, 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 violation with respect to such laws.
(f) Each of the Partnerships and the Investment Manager is organized
under the laws of the State of Delaware. Mr. Feinberg is a citizen of the
United States of America.
Item 3. Source and Amount of Funds and Other Consideration.
The aggregate number of shares of Common Stock, to which this Amendment
No. 2 relates, purchased and held and the net investment cost of such shares is
as follows:
Aggregate # Net Investment
Name of Shares Cost
- -------------------- ----------- --------------
Oracle Partners 2,185,800 $7,408,934
Oracle Institutional 545,900 $2,050,634
SAM Oracle 710,624 $1,674,045
Retirement Plan 30,000 $ 142,627
Oracle Offshore 139,900 $ 794,669
Investment Manager -0- $ 0
Mr. Feinberg (as Trustee
of the Foundation) 20,000 $ 100,753
Mr. Feinberg (for self) -0- $ 0
<PAGE
CUSIP No. 88221T104 13D Page 8 of 11 Pages
The Investment Manager does not directly own any shares of Common Stock.
The shares of Common Stock are held directly by (i) the Partnerships over which
Mr. Feinberg exercises investment discretion, (ii) by SAM Oracle, Oracle
Offshore and the Retirement Plan over each of which the Investment Manger, and
ultimately Mr. Feinberg, exercises investment discretion and (iii) by Mr.
Feinberg (as trustee of the Foundation). The 3,632,224 shares of Common Stock
held in the aggregate by the Partnerships, SAM Oracle, Oracle Offshore, the
Retirement Plan and Mr. Feinberg (as trustee of the Foundation) were purchased
in private and open market transactions at an aggregate cost of $12,171,662.
The funds for the purchase of the shares of Common Stock held by the
Partnerships came from capital contributions to the Partnerships by their
general partner and limited partners. The funds for the purchase of the shares
of Common Stock held by each of SAM Oracle and Oracle Offshore came from
capital contributions by their respective shareholders. The funds for the
purchase of the shares of Common Stock held by the Retirement Plan came from
contributions into the Retirement Plan. The funds for the purchase of the
shares of Common Stock held by Mr. Feinberg (as trustee of the Foundation) came
from the funds of the Foundation. The Common Stock beneficially owned by the
Reporting Persons are held in margin accounts at Morgan Stanley & Co., Inc.
Since other securities are held in such margin accounts, it is not possible to
determine the amount of margin used, if any, with respect to the Common Stock
purchased and reported herein.
Item 4. Purpose of the Transaction.
The shares of Common Stock deemed to be beneficially owned by Mr. Feinberg
(as trustee of the Foundation) and the Investment Manager were acquired by Mr.
Feinberg (as trustee of the Foundation), the Partnerships, SAM Oracle, Oracle
Offshore and the Retirement Plan, and are being held for, investment purposes.
The Investment Manager or Mr. Feinberg (for himself) may in the future directly
acquire shares of Common Stock in open market transactions, block purchases or
otherwise. Mr. Feinberg (as trustee of the Foundation), the Partnerships, SAM
Oracle, Oracle Offshore and the Retirement Plan may acquire additional shares
of Common Stock or continue to hold or dispose of all or some of the shares
reported herein from time to time, in each case in open market transactions,
block sales or purchases or otherwise.
Mr. Feinberg has in the past met with the Board of Directors of the
Company to discuss the Company's strategic value and opportunities to maximize
shareholder value. Mr. Feinberg reserves the right to discuss Company business
with management, make proposals to management and/or take other actions to
influence the management of the Company should he deem such actions
appropriate. Other than as set forth in this Item 4, none of the Reporting
Persons has any plans or proposals which relate to, or could result in, any of
the matters referred to in paragraphs (b) through (j), inclusive, of Item 4 of
the Schedule 13D. Each of the Reporting Persons may, at any time and from time
to time, review or reconsider his or its position and formulate plans or
proposals with respect thereto, but has no present intention of doing so.
<PAGE>
CUSIP No. 88221T104 13D Page 9 of 11 Pages
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number and percentage of shares of Common Stock
beneficially owned by each Reporting Person is enumerated below.
Number of Shares Percentage of
Name of Common Stock Common Stock
- -------------------- ---------------- -------------
Oracle Partners 2,185,800 5.4%
Oracle Institutional 545,900 1.3%
Investment Manager 880,524 2.2%
Mr. Feinberg 3,632,224 8.9%
The approximate percentage of shares of Common Stock beneficially
owned by each Reporting Person is based on the Company's Definitive Proxy
Statement filed with the Securities and Exchange Commission on May 1, 2000,
which indicates that as of April 17, 2000 there were 40,704,902 shares of the
Company's Common Stock outstanding.
(b) The sole or shared power to vote or dispose of, or to direct the vote
or disposition of the Common Stock with respect to each Reporting Person noted
in paragraph (a) of this Item 5 is as set forth on the cover sheets of this
Amendment No. 2.
The Investment Manager does not directly own any of the Common Stock.
The Investment Manager, however, may be deemed to beneficially own 880,524
shares of Common Stock by virtue of its investment advisory relationship with
SAM Oracle, Oracle Offshore and the Retirement Plan, pursuant to which the
Investment Manager provides discretionary investment advisory services to these
entities.
Mr. Feinberg directly owns, as trustee of the Foundation, only 20,000
shares of Common Stock. Mr. Feinberg, however, may be deemed to beneficially
own 3,632,224 shares of Common Stock by virtue of serving as the general
partner of the Partnerships and the trustee of the Foundation, and being the
president and sole shareholder of the Investment Manager.
(c) No transactions involving the shares of Common Stock of the Company
were engaged in during the 60 day period prior to and including April 17, 2000
by the Reporting Persons named herein, Sam Oracle, Oracle Offshore or the
Retirement Plan. Nevertheless, the percentage of shares of Common Stock
beneficially owned by the Reporting Persons decreased as a result of an
increase in the number of outstanding shares of the Company's Common Stock.
(d) Sam Oracle, Oracle Offshore and the Retirement Plan, each clients of
the Investment Manager, have the right to receive and the power to direct the
receipt of dividends from, and proceeds from the sale of, the securities
reported in this Amendment No. 2.
<PAGE>
CUSIP No. 88221T104 13D Page 10 of 11 Pages
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
None.
Item 7. Materials to be Filed as Exhibits.
None.
<PAGE>
CUSIP No. 88221T104 13D Page 11 of 11 Pages
SIGNATURE
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: May 5, 2000
/s/ Larry N. Feinberg
--------------------------------------
Larry N. Feinberg, individually and as
general partner of
Oracle Partners, L.P.,
general partner of
Oracle Institutional Partners, L.P.,
and president of
Oracle Investment Management, Inc.
