<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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)(1)
GUILFORD PHARMACEUTICALS INC.
-----------------------------
(Name of Issuer)
COMMON STOCK
------------
(Title of Class of Securities)
401829 10 6
-----------
(CUSIP Number)
Marc Schneidman
BVF Partners L.P.
333 West Wacker Drive, Suite 1600
Chicago, Illinois 60606
(312) 263-7777
---------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 8, 1998
----------------
(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(b)(3) or (4), check the following box / /.
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. SEE Rule 13d-1(a) for other parties to whom copies are to
be sent.
(Continued on following pages)
(Page 1 of 7 Pages)
- -------------
(1) 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 disclosures provided in a prior cover page.
The information required on 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 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. 401829 10 6 13D Page 2 of 7 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BIOTECHNOLOGY VALUE FUND, 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
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
NUMBER OF
SHARES 631,697
BENEFICIALLY 9 SOLE DISPOSITIVE POWER
OWNED BY -0-
EACH
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH 631,697
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
631,697
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.2%
14 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 401829 10 6 13D Page 3 of 7 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BVF 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*
OO
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
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
1,277,674
NUMBER OF
SHARES 9 SOLE DISPOSITIVE POWER
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH 1,277,674
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,277,674
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
14 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 401829 10 6 13D Page 4 of 7 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BVF INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/ (b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, OO
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
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
1,277,674
NUMBER OF
SHARES 9 SOLE DISPOSITIVE POWER
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH 1,277,674
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,277,674
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
14 TYPE OF REPORTING PERSON*
IA, CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 401829 10 6 13D Page 5 of 7 Pages
Amendment No. 1 (the "Amendment") to the Statement on Schedule 13D,
dated September 8, 1998 (as so amended, the "Statement"), filed with the
Securities and Exchange Commission on behalf of Biotechnology Value Fund,
L.P., a Delaware limited partnership ("BVF"), BVF Partners L.P., a Delaware
limited partnership ("Partners"), and BVF Inc., a Delaware corporation ("BVF
Inc." and, together with BVF and Partners, the "Reporting Persons") with
respect to the Common Stock, par value $0.01 per share (the "Stock"), of
Guilford Pharmaceuticals Inc., a Delaware corporation ("Guilford").
Item 3 is hereby amended to read in its entirety as follows:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Since October 9, 1998, Partners, in its capacity as general partner of
BVF, has purchased on behalf of such limited partnership an aggregate number
of 1,750 shares of the Stock for an aggregate consideration of $27,428.78,
utilizing funds provided by BVF from its working capital pursuant to the
terms of its limited partnership agreement with Partners, and sold an
aggregate number of 62,200 shares of the Stock for an aggregate consideration
of $852,566.43. In addition, Partners, in its capacity as investment manager
with respect to certain managed accounts, has purchased on behalf of such
managed accounts an aggregate number of 750 shares of the Stock for an
aggregate consideration of $11,678.78, utilizing funds under management by
Partners pursuant to investment management agreements between Partners and
such managed accounts, and sold an aggregate number of 172,100 shares of the
Stock for an aggregate consideration of $2,327,984.23.
Item 5 is hereby amended to read in its entirety as follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) BVF beneficially owns 631,697 shares of the Stock, Partners
beneficially owns 1,277,674 shares of the Stock, and BVF Inc. beneficially
owns 1,277,674 shares of the Stock, approximately 3.2%, 6.5% and 6.5%,
respectively, of the aggregate number of shares outstanding as of November
10, 1998 (as reported in Guilford's most recent quarterly statement on Form
10-Q).
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CUSIP NO. 401829 10 6 13D Page 6 of 7 Pages
(b) BVF shares voting and dispositive power over the 631,697 shares of
the Stock it beneficially owns with Partners. Partners and BVF Inc. share
voting and dispositive power over the 1,277,674 shares of the Stock they
beneficially own with, in addition to BVF, the managed accounts on whose
behalf Partners, as investment manager, purchased such shares. The managed
accounts on whose behalf Partners owns shares of the Stock are Investment 10
L.L.C., an Illinois limited liability company ("ILL10"), Palamundo, L.D.C., a
limited duration company organized under the laws of the Cayman Islands
("Palamundo"), ZPG Securities, L.L.C., a New York limited liability company
("ZPG") and Biotechnology Value Fund, Ltd., a Cayman Islands Corporation
("BVF Ltd."). ILL10, Palamundo, ZPG and BVF Ltd. are collectively referred to
herein as the "Accounts." The Accounts specialize in holding biotechnology
stocks for investment purposes and the business address of each is BVF
Partners L.P., 333 West Wacker Drive, Suite 1600, Chicago, Illinois 60606.
(c) Exhibit B attached hereto contains information as to all
transactions in the Stock by the Reporting Persons in the last sixty (60)
days. All such transactions were made for cash in open market,
over-the-counter transactions. No other transactions in the Stock have been
effected by the Reporting Persons in the last sixty (60) days.
(d) The Accounts are entitled to receive dividends and any sale
proceeds with respect to the Stock in proportion to their respective
ownership interests therein.
Item 7 is hereby amended to read in its entirety as follows:
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - Agreement Regarding Joint Filing
Exhibit B - Transactions in the Stock by the Reporting Persons in the last
sixty (60) days.
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CUSIP NO. 401829 10 6 13D Page 7 of 7 Pages
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: December 24, 1998.
BIOTECHNOLOGY VALUE FUND, L.P.
By: BVF Partners L.P., its general partner
By: BVF Inc., its general partner
By: /s/ MARK N. LAMPERT
----------------------------
Mark N. Lampert
President
BVF PARTNERS L.P.
By: BVF Inc., its general partner
By: /s/ MARK N. LAMPERT
----------------------------
Mark N. Lampert
President
BVF INC.
By: /s/ MARK N. LAMPERT
----------------------------
Mark N. Lampert
President
<PAGE>
EXHIBIT A
AGREEMENT REGARDING JOINT FILING
The undersigned, Biotechnology Value Fund, L.P., a Delaware limited
partnership, and BVF Partners L.P., a Delaware limited partnership, and BVF
Inc., a Delaware corporation, hereby agree and acknowledge that the Amendment
containing the information required by Schedule 13D, to which this Agreement is
attached as an exhibit, is filed on behalf of each of them. The undersigned
further agree that any further amendments or supplements thereto shall also be
filed on behalf of each of them.
Dated: December 24, 1998.
BIOTECHNOLOGY VALUE FUND, L.P.
By: BVF Partners L.P., its general partner
By: BVF Inc., its general partner
By: /s/ MARK N. LAMPERT
----------------------------
Mark N. Lampert
President
BVF PARTNERS L.P.
By: BVF Inc., its general partner
By: /s/ MARK N. LAMPERT
----------------------------
Mark N. Lampert
President
BVF INC.
By: /s/ MARK N. LAMPERT
----------------------------
Mark N. Lampert
President
<PAGE>
EXHIBIT B
TRANSACTIONS IN THE STOCK BY THE REPORTING PERSONS
DURING THE PAST SIXTY DAYS
<TABLE>
<CAPTION>
FOR THE PRICE PER TYPE OF
TRADE DATE BY ACCOUNT OF QUANTITY SHARE TRADE BROKER
---------- -- ---------- -------- --------- ------- ------
<S> <C> <C> <C> <C> <C> <C>
10/27/98 BVF Partners 1,000 $15.7500 Purchase INET
10/27/98 BVF Partners (1,600) $16.7693 Sale INET
10/27/98 BVF Ltd. Partners (2,600) $16.7693 Sale INET
11/17/98 BVF Partners 750 $15.5417 Purchase INET
11/17/98 BVF Ltd. Partners 750 $15.5417 Purchase INET
11/23/98 BVF Partners (1,000) $15.1250 Sale INET
11/24/98 PAL Partners (1,000) $15.0000 Sale INET
11/25/98 BVF Partners (6,000) $14.8429 Sale INET
11/25/98 BVF Ltd. Partners (5,000) $14.8429 Sale INET
11/25/98 BVF Ltd. Partners (3,800) $14.8429 Sale INET
12/01/98 BVF Partners (3,300) $14.0000 Sale INET
12/01/98 ILL10 Partners (1,000) $14.0000 Sale INET
12/01/98 BVF Ltd. Partners (4,000) $14.0000 Sale INET
12/04/98 BVF Partners (36,300) $13.3522 Sale INET
12/04/98 ILL10 Partners (20,700) $13.3522 Sale INET
12/04/98 PAL Partners (20,000) $13.3522 Sale INET
12/04/98 ZPG Partners (6,000) $13.3522 Sale INET
12/04/98 BVF Ltd. Partners (81,300) $13.3522 Sale INET
12/04/98 BVF Ltd. Partners (10,600) $13.5313 Sale INET
12/07/98 BVF Partners (10,000) $13.6676 Sale INET
12/07/98 BVF Ltd. Partners (12,000) $13.6676 Sale INET
12/08/98 BVF Partners (4,000) $13.9552 Sale INET
</TABLE>
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<TABLE>
<CAPTION>
FOR THE PRICE PER TYPE OF
TRADE DATE BY ACCOUNT OF QUANTITY SHARE TRADE BROKER
---------- -- ---------- -------- --------- ------- ------
<S> <C> <C> <C> <C> <C> <C>
12/08/98 BVF Ltd. Partners (4,100) $13.9552 Sale INET
</TABLE>
INET = Instinet
