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. 1
Enchira Biotechnology Corporation
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
29251Q107
(CUSIP Number)
Larry N. Feinberg
C/O Oracle Investment Management, Inc.
200 Greenwich Avenue
Greenwich, Connecticut 06830
(203) 862-7900
(Name, address and telephone number of person
authorized to receive notices and communications)
December 29, 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 12 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).
CUSIP No. 29251Q107 13D Page 2 of 12 Pages
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Oracle Partners, L.P.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS **
WC
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
407,300
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
407,300
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
407,300
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(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
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(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
4.4%
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(14) TYPE OF REPORTING PERSON **
PN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 29251Q107 13D Page 3 of 12 Pages
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Oracle Institutional Partners, L.P.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS **
WC
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
108,660
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
108,660
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
108,660
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(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
1.2%
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(14) TYPE OF REPORTING PERSON **
PN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 29251Q107 13D Page 4 of 12 Pages
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(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
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
240,540
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
240,540
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
240,540
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
2.6%
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(14) TYPE OF REPORTING PERSON **
CO
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 29251Q107 13D Page 5 of 12 Pages
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(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 **
AF, PF
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF (7) SOLE VOTING POWER
160,000
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
756,500
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
160,000
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
756,500
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
916,500
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
9.9%
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(14) TYPE OF REPORTING PERSON **
IN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 29251Q107 13D Page 6 of 12 Pages
Item 1. Security and Issuer.
This Amendment No. 1 ("Amendment No. 1") amends and restates the statement
on Schedule 13D which was filed on October 16, 2000 with respect to the common
stock, $0.01 par value (the "Common Stock"), of Enchira Biotechnology
Corporation (the "Company"). The Company's principal executive office is
located at 4200 Research Forest Drive, The Woodlands, Texas 77381.
Item 2. Identity and Background.
(a) This Amendment No. 1 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 Inc. Employees Retirement
Plan (the "Retirement Plan"), with respect to shares of
Common Stock directly owned by the Retirement Plan; and
(iv) Mr. Larry N. Feinberg ("Mr. Feinberg"), which serves as the
senior managing member of 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 (for himself and 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.
(b) The address of the principal business and principal office of each
of the Partnerships and the Investment Manager is 200 Greenwich Avenue,
Greenwich, Connecticut 06830. The business address of Mr. Feinberg is 200
Greenwich Avenue, Greenwich, Connecticut, 06830.
CUSIP No. 29251Q107 13D Page 7 of 12 Pages
(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. 1 relates, purchased and held and the net investment cost of such shares is
as follows:
Aggregate # Net Investment
Name of Shares Cost
-------------------- ----------- --------------
Oracle Partners 407,300 $2,030,155
Oracle Institutional 108,660 $ 541,637
Retirement Plan 72,142 $ 400,933
SAM Oracle 108,360 $ 539,943
Oracle Offshore 60,038 $ 313,540
Investment Manager 0 $ 0
Mr. Feinberg (as trustee
of the Foundation) 30,000 $ 165,000
Mr. Feinberg (for self) 130,000 $ 209,999
Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), the number of shares of Common Stock reported
above includes, in the aggregate, 173,500 shares of Common Stock which may be
acquired upon the exercise of five warrants of which the Reporting Persons are
beneficial holders (collectively, the "Warrants"), which are immediately
exercisable. For purposes of this Amendment No. 1, all five Warrants are
deemed to have been exercised.
CUSIP No. 29251Q107 13D Page 8 of 12 Pages
Four of the Warrants were issued in connection with the acquisition of
shares of Common Stock on September 8, 2000. One of the Warrants was issued to
Mr. Feinberg in connection with the acquisition of shares of Common Stock on
June 11, 1999. A separate purchase price was not paid with respect to any of
the five Warrants and accordingly, the net investment cost reported above
reflects solely the aggregate cost to acquire the shares of Common Stock
actually held as of this filing.
The following table sets forth a breakdown of ownership of the Warrants
acquired and held, the number of shares of Common Stock which can be purchased
upon the exercise of the Warrants, and the Warrants' respective exercise price
and expiration date:
Number Number Exercise Expiration
Name of Warrants of Shares Price Date
--------------- ----------- ----------- --------- -----------
Oracle Partners 1 89,100 $7.44 09/08/02
Oracle Institutional 1 23,760 $7.44 09/08/02
SAM Oracle 1 23,760 $7.44 09/08/02
Oraclo Offshore 1 11,880 $7.44 09/08/02
Mr. Feinberg (for self) 1 25,000 $2.40 06/11/02
------- -------
5 173,500
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) SAM Oracle, Oracle Offshore
and the Retirement Plan over each of which the Investment Manager, and
ultimately Mr. Feinberg, exercises investment discretion, and (iii) Mr.
Feinberg (for himself and as trustee of the Foundation). The 916,500 shares of
Common Stock (including 173,500 shares of Common Stock deemed to be currently
held, assuming the full exercise of the five Warrants), held in the aggregate
by the Partnerships, SAM Oracle, Oracle Offshore, the Retirement Plan and Mr.
Feinberg (for himself and as trustee of the Foundation) were purchased in open
market and private transactions at an aggregate cost of $4,201,207. 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 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 funds for the purchase of the shares of Common Stock held by
Mr. Feinberg for himself came from his personal funds. 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.
CUSIP No. 29251Q107 13D Page 9 of 12 Pages
Item 4. Purpose of the Transaction.
The shares of Common Stock deemed to be beneficially owned by Mr. Feinberg
and the Investment Manager were acquired by Mr. Feinberg (for himself and as
trustee of the Foundation), the Partnerships, SAM Oracle, Oracle Offshore and
the Retirement Plan for, and are being held for, investment purposes. The
shares of Common Stock were acquired in the ordinary course of business and not
for the purpose of acquiring control of the Company. The Investment Manager
may in the future directly acquire shares of Common Stock in open market or
private transactions, block purchases or otherwise. Mr. Feinberg (for himself
or 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 or private transactions, block sales
or purchases or otherwise. 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.
Item 5. Interest in Securities of the Issuer.
(a) As of the close of business on December 29, 2000, the Reporting
Persons were the beneficial owners, within the meaning of Rule 13d-3 under the
Exchange Act, of five immediately exercisable Warrants, upon the exercise of
which, the Reporting Persons would acquire, in the aggregate, 173,500
additional shares of Common Stock. The aggregate number and percentage of
shares of Common Stock beneficially owned by each Reporting Person (including
173,500 shares of Common Stock deemed to be currently held, assuming the full
exercise of the five Warrants) is enumerated below.
Number of Shares Percentage of
Name of Common Stock Common Stock
-------------------- ---------------- -------------
Oracle Partners 407,300 4.4%
Oracle Institutional 108,660 1.2%
Investment Manager 240,540 2.6%
Mr. Feinberg 916,500 9.9%
The approximate percentage of shares of Common Stock beneficially owned by
each Reporting Person is based upon 9,228,785 shares of Common Stock deemed
outstanding, which reflects the (i) 9,055,285 shares of Common Stock issued and
outstanding as of November 1, 2000, as reflected in the Company's most recent
Form 10-Q filed with the Securities and Exchange Commission for the quarterly
period ended September 30, 2000, and (ii) 173,500 shares of Common Stock deemed
to be issued and currently outstanding, assuming the full exercise of the
Warrants.
(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. 1.
CUSIP No. 29251Q107 13D Page 10 of 12 Pages
The Investment Manager does not directly own any of the Common Stock. The
Investment Manager, however, may be deemed to beneficially own 240,540 shares
of Common Stock (including 35,640 shares of Common Stock deemed to be currently
held, in the aggregate, by SAM Oracle and Oracle Offshore, assuming the
exercise of one Warrant held by each of these entities) 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, 130,000 shares of Common Stock for himself
(including 25,000 shares of Common Stock deemed to be currently held by Mr.
Feinberg, assuming the exercise of one Warrant) and 30,000 shares of Common
Stock, as trustee of the Foundation. Mr. Feinberg, however, may be deemed to
beneficially own 916,500 shares of Common Stock (including 173,500 shares of
Common Stock deemed to be currently held, in the aggregate, assuming the full
exercise of the five Warrants) 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) The following is a list of transactions involving the shares of
Common Stock of the Company engaged in during the 60 day period prior to and
including December 29, 2000 by the Reporting Persons named herein, Sam Oracle,
Oracle Offshore and the Retirement Plan.
No. of Shares
Name Date Purchased/(Sold) Price/Share
------------------------- -------- ---------------- -----------
Oracle Partners 12/29/00 21,200 5.6464
Oracle Institutional 12/29/00 5,700 5.6464
SAM Oracle 12/29/00 5,400 5.6464
Oracle Offshore 12/29/00 2,700 5.6464
Retirement Plan none none none
Investment Manager none none none
Mr. Feinberg (as trustee
of the Foundation) none none none
Mr. Feinberg (for self) none none none
CUSIP No. 29251Q107 13D Page 11 of 12 Pages
The Common Stock purchases listed above were made through brokerage
transactions in the open market in the ordinary course of business.
Notwithstanding the Common Stock purchases listed above, 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. 1.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
The Company has entered into separate Common Stock Purchase Warrant
Agreements with each of Oracle Partners, Oracle Institutional, SAM Oracle,
Oracle Offshore and Mr. Feinberg, with the respective terms described in Item 3
above. In addition, the Reporting Persons have entered into a Joint
Acquisition Statement, as required by Rule 13d-1(k) under the Exchange Act.
Other than the Common Stock Purchase Warrant Agreements and the Joint
Acquisition Statement which were attached to the statement on Schedule 13D
filed on October 16, 2000 with respect to the Common Stock of the Company,
there are no contracts, arrangements, understandings or relationships (legal or
otherwise) among the Reporting Persons named in Item 2 of this Amendment No. 1
and between such Reporting Persons and any person with respect to any
securities of the Company, including but not limited to transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
None
CUSIP No. 29251Q107 13D Page 12 of 12 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: January 12, 2001
/s/ Larry N. Feinberg
--------------------------------------
Larry N. Feinberg, individually and as
senior managing member of
Oracle Associates, LLC, the general
partner of
Oracle Partners, L.P., and
Oracle Institutional Partners, L.P.,
as president of
Oracle Investment Management, Inc., and
as trustee of
The Feinberg Family Foundation
2070499.2
