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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. 1)*
Name of Issuer: CLINICOR, INC.
Title of Class of Securities: Common Stock and Units Consisting
of Warrants to Purchase One Share of Common Stock
CUSIP Number: 18726M106
(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
(Date of Event which Requires Filing of this Statement)
June 9, 1997
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 [ ].
*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. 18726M106
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Larry N. Feinberg
2. Check the appropriate box if a member of a group
a.
b.
3. SEC Use Only
4. SOURCE OF FUNDS
AF
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) of 2(e)
6. Citizenship or Place of Organization
U.S.
7. Sole Voting Power
8. Shared Voting Power
2,547,030 (including Preferred Stock convertible to
2,517,330 shares)
9. Sole Dispositive Power
10. Shared Dispositive Power
2,547,030 (including Preferred Stock convertible to
2,517,330 shares)
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,547,030 (including Preferred Stock convertible to
2,517,330 shares)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
38.56%
14. Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
3
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CUSIP No. 18726M106
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Oracle Investment Management, Inc.
2. Check the appropriate box if a member of a group
a.
b.
3. SEC Use Only
4. SOURCE OF FUNDS
AF
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) of 2(e)
6. Citizenship or Place of Organization
Delaware
7. Sole Voting Power
8. Shared Voting Power
1,343,131 (including Preferred Stock convertible to
1,323,331 shares)
9. Sole Dispositive Power
10. Shared Dispositive Power
1,343,131 (including Preferred Stock convertible to
1,323,331 shares)
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,343,131 (including Preferred Stock convertible to
1,323,331 shares)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
20.34%
14. Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
5
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CUSIP No. 18726M106
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Oracle Partners, L.P.
2. Check the appropriate box if a member of a group
a.
b.
3. SEC Use Only
4. SOURCE OF FUNDS
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) of 2(e)
6. Citizenship or Place of Organization
Delaware
7. Sole Voting Power
8. Shared Voting Power
1,203,899 (including Preferred Stock convertible to
1,193,999 shares)
9. Sole Dispositive Power
10. Shared Dispositive Power
1,203,899 (including Preferred Stock convertible to
1,193,999 shares)
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,203,899 (including Preferred Stock convertible to
1,193,999 shares)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
18.23%
14. Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
7
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Item 1. SECURITY AND ISSUER
This Amendment No. 1 to Schedule 13D relates to shares
of common stock (the "Common Stock") and convertible preferred
stock (the "Preferred Stock") of Clinicor, Inc. ("Clinicor").
Clinicor's principal executive office is located at 1717 West
Sixth Street, Suite 400, Austin, Texas 78703.
Item 2. IDENTITY AND BACKGROUND
This statement is being filed on behalf of Mr. Larry N.
Feinberg, Oracle Investment Management, Inc., a Delaware
corporation ("OIM"), and Oracle Partners, L.P., a Delaware
limited partnership ("Oracle") (together the "Reporting
Persons"). Mr. Feinberg is the managing general partner of
Oracle and Oracle Institutional Partners, L.P. (together, the
"Partnerships"), both of which are investment limited
partnerships. Mr. Feinberg is President and sole shareholder of
OIM which acts as investment manager to GSAM Oracle Fund, Inc.,
an offshore investment fund (the "Offshore Fund"), and various
managed accounts. The principal business of Mr. Feinberg and OIM
is to act as investment manager. The principal office of the
Reporting Persons is at 712 Fifth Avenue, 45th Floor, New York,
New York 10019.
None of the Reporting Persons has during the last five
years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). None of the Reporting
Persons has during the last five years, been a party to a civil
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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
In the last sixty days, 145 shares of Preferred Stock
convertible into 96,666 shares of Common Stock were received as a
dividend. The funds for the purchase of the Common Stock and the
Preferred Stock held in the Partnerships, over which Mr. Feinberg
has investment discretion, came from capital contributions to the
Partnerships by their general and limited partners. The funds
for the purchase of Common Stock and the Preferred Stock held in
the Offshore Fund and managed accounts, over which OIM and Mr.
Feinberg have investment discretion, came from the working
capital of the Offshore Fund and each managed account's own
funds, respectively. No leverage was used to purchase the Common
or Preferred Stock.
Item 4. PURPOSE OF TRANSACTION
The Common Stock and Preferred Stock beneficially owned
by the Reporting Persons were acquired for, and are being held
for, investment purposes. The Reporting Persons may acquire
additional shares of Common Stock and Preferred Stock, dispose of
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all or some of those shares from time to time, in each case in
open market transactions, block sales or purchases or otherwise,
or may continue to hold those shares.
The Reporting Persons do not have any plan or proposal
which relates to, or would result in, any of the actions
enumerated in Item 4 of the instructions to Schedule 13D. As
disclosed in Item 6, however, one of the principals of OIM and a
special limited partner of Oracle have each been elected members
of the Board of Directors of Clinicor. In addition, the
Reporting Persons reserve the right to discuss company business
with management, make proposals to management and/or take other
actions to influence the management of Clinicor should they deem
such actions appropriate.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
As of the date hereof, Mr. Feinberg is deemed to be the
beneficial owner of 29,700 Shares of Clinicor Common Stock and
Preferred Stock convertible into 2,517,330 additional shares. Of
that amount, OIM is deemed to beneficially own 1,343,131 shares
of Common Stock (including Preferred Stock convertible into
1,323,331 shares) and Oracle is deemed to beneficially own
1,203,899 shares of Common Stock (including Preferred Stock
convertible into 1,193,999 shares). Assuming the conversion of
the Preferred Stock, Mr. Feinberg would own 2,547,030 shares of
Clinicor Common Stock constituting 38.56% of the outstanding
shares of Clinicor Common Stock based upon 6,603,730 shares which
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would be outstanding upon conversion of the Preferred Stock. OIM
would own 20.34% of the outstanding shares of Common Stock based
upon 6,603,730 shares which would be outstanding upon conversion
of all of the Preferred Stock. Oracle would own 18.23% of the
outstanding shares of Common Stock based on 6,603,730 shares
which would be outstanding upon conversion of all of the
Preferred Stock. The above figures are based on the information
received from Clinicor stating that, as of June 6, 1997, there
are 4,086,400 shares of Clinicor Common Stock outstanding. Each
Reporting Person has the power to vote, direct the vote, dispose
of or direct the disposition of all the shares of Clinicor Common
Stock that he or it is currently deemed to beneficially own.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF
THE ISSUER
Except as set forth herein, none of the Reporting
Persons has any contract, arrangement, understanding or
relationship with any person with respect to the shares of
Clinicor Common Stock. Clinicor and the Partnerships and the
Offshore Fund and managed accounts over which Mr. Feinberg and
OIM have investment discretion, entered into an agreement to
purchase convertible Preferred Stock on July 15, 1996 (the
"Agreement"). Under the terms of the Agreement and as a result
of subsequent dividends, the Partnerships and the Offshore Fund
and managed accounts over which Mr. Feinberg and OIM have
investment discretion have Preferred Stock convertible into
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2,517,330 shares of Clinicor Common Stock. Mr. Joseph L. Dowling
III, a principal of OIM, is a member of the Board of Directors of
Clinicor. Mr. Dowling has no investment discretion with respect
to the Offshore Fund and the managed accounts for which OIM acts
as investment manager. Additionally, Stuart T. Weisbrod, a
special limited partner of Oracle, is a member of the Board of
Directors of Clinicor. Mr. Weisbrod has no investment discretion
over Oracle.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
Attached hereto as Exhibit A is a description of the
transactions in the shares of Clinicor Common Stock that were
effected by Mr. Feinberg during the past 60 days.
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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.
July 23, 1997
/s/ Larry N. Feinberg
________________________________
Larry N. Feinberg
Oracle Partners, L.P.
By: /s/ Larry N. Feinberg
________________________________
Larry N. Feinberg
General Partner
Oracle Investment Management, Inc.
By: /s/ Larry N. Feinberg
________________________________
Larry N. Feinberg
President
00751001.AS0
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EXHIBIT A
Daily Transactions
Common Stock
Trade Date Number of Shares Price Per Share Value
_________ _______________ _______________ _____
6/20/97 96,666* Dividend Received
____________________
* 145 shares of Preferred Stock were received as a dividend
which are convertible into 96,666 shares of Common Stock.
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00751001.AS0
