<PAGE> 1
CUSIP NO. 451923-10-6 Schedule 13G/A Page 1 of 16
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(AMENDMENT NO. 2)(1)
ILEX Oncology, Inc.
(Name of issuer)
Common Stock, par value $0.01
(Title of class of securities)
451923-10-6
(CUSIP number)
July 16, 1999
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)
(Continued on the following pages)
(Page 1 of 16 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).
<PAGE> 2
CUSIP NO. 451923-10-6 Schedule 13G/A Page 2 of 16
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Advent International Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES
1,454,689
BENEFICIALLY 6 SHARED VOTING POWER
0
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING PERSON 1,454,689
WITH 8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,454,689
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.4%
12 TYPE OF REPORTING PERSON*
CO, IA
SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
CUSIP NO. 451923-10-6 Schedule 13G/A Page 3 of 16
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Advent International Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES
1,433,908
BENEFICIALLY 6 SHARED VOTING POWER
0
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING PERSON 1,433,908
WITH 8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,433,908
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3%
12 TYPE OF REPORTING PERSON*
PN
SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
CUSIP NO. 451923-10-6 Schedule 13G/A Page 4 of 16
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Advent Health Care & Life Sciences II Verwaltungs GmbH
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
NUMBER OF 5 SOLE VOTING POWER
SHARES
58,894
BENEFICIALLY 6 SHARED VOTING POWER
0
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING PERSON 58,894
WITH 8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,894
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
12 TYPE OF REPORTING PERSON*
00
SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
CUSIP NO. 451923-10-6 Schedule 13G/A Page 5 of 16
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Advent Health Care & Life Sciences II Beteilligung GmbH & Co. KG
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
NUMBER OF 5 SOLE VOTING POWER
SHARES
58,894
BENEFICIALLY 6 SHARED VOTING POWER
0
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING PERSON 58,894
WITH 8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,894
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
12 TYPE OF REPORTING PERSON*
PN
SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 6
CUSIP NO. 451923-10-6 Schedule 13G/A Page 6 of 16
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Adventact Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES
86,096
BENEFICIALLY 6 SHARED VOTING POWER
0
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING PERSON 86,096
WITH 8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
86,096
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.5%
12 TYPE OF REPORTING PERSON*
PN
SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 7
CUSIP NO. 451923-10-6 Schedule 13G/A Page 7 of 16
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Advent Health Care & Life Sciences II Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES
757,974
BENEFICIALLY 6 SHARED VOTING POWER
0
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING PERSON 757,974
WITH 8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
757,974
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.4%
12 TYPE OF REPORTING PERSON*
PN
SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 8
CUSIP NO. 451923-10-6 Schedule 13G/A Page 8 of 16
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Advent Performance Materials Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES
172,191
BENEFICIALLY 6 SHARED VOTING POWER
0
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING PERSON 172,191
WITH 8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
172,191
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.0%
12 TYPE OF REPORTING PERSON*
PN
SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 9
CUSIP NO. 451923-10-6 Schedule 13G/A Page 9 of 16
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Rovent II Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES
358,753
BENEFICIALLY 6 SHARED VOTING POWER
0
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING PERSON 358,753
WITH 8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
358,753
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.1%
12 TYPE OF REPORTING PERSON*
PN
SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 10
CUSIP NO. 451923-10-6 Schedule 13G/A Page 10 of 16
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Advent International Investors II Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
NUMBER OF 5 SOLE VOTING POWER
SHARES
1,428
BENEFICIALLY 6 SHARED VOTING POWER
0
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING PERSON 1,428
WITH 8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,428
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
12 TYPE OF REPORTING PERSON*
PN
SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 11
CUSIP NO. 451923-10-6 Schedule 13G/A Page 11 of 16
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Advent Partners HLS II Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES
16,844
BENEFICIALLY 6 SHARED VOTING POWER
0
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING PERSON 16,844
WITH 8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,844
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
12 TYPE OF REPORTING PERSON*
PN
SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 12
CUSIP NO. 451923-10-6 Schedule 13G/A Page 12 of 16
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Advent Partners Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES
2,509
BENEFICIALLY 6 SHARED VOTING POWER
0
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING PERSON 2,509
WITH 8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,509
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
12 TYPE OF REPORTING PERSON*
PN
SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 13
CUSIP NO. 451923-10-6 Schedule 13G/A Page 13 of 16
Item 1.
(a) (b) This statement on Schedule 13G relates to the Reporting
Persons' (as defined in Item 2 below) beneficial ownership interest in ILEX
Oncology, Inc. a Delaware corporation (the "Corporation"). The address of the
principal executive office of the Corporation is 11550 I.H. 10 West, Suite 300,
San Antonio, Texas 78230.
Item 2.
(a) (b) (c) This statement is being filed by the following entities:
(1) Advent International Corporation, a Delaware corporation;
(2) Advent International Limited Partnership, a Delaware limited
partnership;
(3) Rovent II Limited Partnership; a Delaware limited partnership;
(4) Advent Performance Materials Limited Partnership; a Delaware limited
partnership;
(5) Advent International Investors II Limited Partnership, a Massachusetts
limited partnership;
(6) AdventAct Limited Partnership, a Delaware limited partnership;
(7) Advent Health Care and Life Sciences II Beteiligung GmbH and Co. KG, a
German limited partnership;
(8) Advent Health Care and Life Sciences II Verwaltungs GmbH, a German
company;
(9) Advent Health Care & Life Sciences II Limited Partnership, a Delaware
limited partnership;
(10) Advent Partners HLS II Limited Partnership, a Delaware limited
partnership;
(11) Advent Partners Limited Partnership, a Delaware limited partnership;
The entities listed in subparagraph (1) through (11) above are herein
collectively referred to as the "Reporting Persons" and individually as a
"Reporting Person." The principal business address of all of the Reporting
Persons is c/o Advent International Corporation, 75 State Street, Boston, MA
02109.
(d) (e) This statement relates to the Common Stock, par value $0.01 per
share, (the "Common Stock") of the Corporation named in Item 1 of this
statement. The CUSIP number associated with such Common Stock is 451923-10-6.
<PAGE> 14
CUSIP NO. 451923-10-6 Schedule 13G/A Page 14 of 16
Item 3. Filing pursuant to Rule 13d-1(b), or 13d-2(b) or (c).
This statement is not being filed pursuant to Rule 13d-1(b), or
13d-2(b) or (c). This statement is being filed pursuant to rule 13d-1(c).
Item 4. Ownership.
(a) (b) The following table sets forth the aggregate number and
percentage (base upon the number of shares of Common Stock outstanding as of
November 16, 1999) of the Common Stock beneficially owned by each Reporting
Person named in Item 2 of this statement. The aggregate number and percentage of
the Common Stock beneficially owned by each Reporting Person is calculated in
accordance with Rule 13d-3(d)(1).
<TABLE>
<CAPTION>
Number of Shares
--------------------------------------- Percentage
Under of Shares
Reporting Person Common Warrants Total Outstanding
- ---------------- ------ -------- ----- -----------
<S> <C> <C> <C> <C>
Advent Health Care & Life Sciences II Beteiligung GmbH & Co.
KG (1) 58,894 0 58,894 0.3%
--------- --------- --------- ---
Advent Health Care & Life Sciences II Verwaltungs GmbH (1) 58,894 0 58,894 0.3%
Adventact Limited Partnership (2) 83,149 2,947 86,096 0.5%
Advent Health Care & Life Sciences II Limited Partnership (2) 757,974 0 757,974 4.4%
Advent Performance Materials Limited Partnership (2) 166,298 5,893 172,191 1.0%
Rovent II Limited Partnership (2) 344,080 14,673 358,753 2.1%
--------- --------- --------- ---
Advent International Limited Partnership (1), (2) 1,410,395 23,513 1,433,908 8.3%
Advent International Investors II Limited Partnership (3) 1,428 0 1,428 0.0%
Advent Partners HLS II Limited Partnership (3) 16,844 0 16,844 0.1%
Advent Partners Limited Partnership (3) 2,509 0 2,509 0.0%
--------- --------- --------- ---
Advent International Corporation(1),(2),(3) 1,431,176 23,513 1,454,689 8.4%
========= ========= ========= ===
Total Group 1,431,176 23,513 1,454,689 8.4%
========= ========= ========= ===
</TABLE>
(1) Advent International Corporation ("AIC") is the General Partner of
Advent International Limited Partnership ("AILP") which in turn is the managing
general partner of Advent Health Care & Life Sciences II Verwaltungs GmbH
("GmbH"), the general partner of Advent Health Care & Life Sciences II
Beteiligung GmbH & Co. KG. ("GmbH KG") As such, AIC has the sole power to vote
and dispose of the securities owned by the indicated reporting persons. The
beneficial ownership of AIC, AILP, and GmbH derive from such power.
(2) Advent International Corporation ("AIC") is the General Partner of
Advent International Limited Partnership ("AILP") which in turn is the General
Partner of the indicated Reporting Persons. As such, AIC has the sole power to
vote and dispose of the securities owned by the indicated Reporting Persons. The
beneficial ownership of AIC and AILP derive from such power.
<PAGE> 15
CUSIP NO. 451923-10-6 Schedule 13G/A Page 15 of 16
(2) AIC is the General Partner of the indicated Reporting Person. As
such, AIC has the power to vote and dispose of the securities of the Reporting
Persons. The beneficial ownership of AIC derives from such power.
(c) Each of the Reporting Persons listed in the table set forth above
has sole voting and dispositive power over the Common Stock beneficially owned
by it as indicated above.
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
The information for this item is contained on the individual cover
pages to this filing, and is incorporated herein by reference.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
By signing below we certify that, to the best of our knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
<PAGE> 16
CUSIP NO. 451923-10-6 Schedule 13G/A Page 16 of 16
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
February 14, 2000
ADVENT HEALTH CARE & LIFE SCIENCES II BETEILIGUNG GMBH & CO. KG
By: Advent Health Care & Life Sciences II Verwaltungs GmbH,
General Partner
By: Advent International Limited Partnership,
Managing General Partner
By: Advent International Corporation,
General Partner
By: Janet L. Hennessy, Vice President*
- -------------------------------------------
ADVENTACT LIMITED PARTNERSHIP
ADVENT HEALTH CARE & LIFE SCIENCES II LIMITED PARTNERSHIP
ADVENT PERFORMANCE MATERIALS LIMITED PARTNERSHIP
ROVENT II LIMITED PARTNERSHIP
By: Advent International Limited Partnership,
General Partner
By: Advent International Corporation,
General Partner
By: Janet L. Hennessy, Vice President*
- -------------------------------------------
ADVENT INTERNATIONAL INVESTORS II LIMITED PARTNERSHIP
ADVENT PARTNERS HLS II LIMITED PARTNERSHIP
ADVENT PARTNERS LIMITED PARTNERSHIP
By: Advent International Corporation,
General Partner
By: Janet L. Hennessy, Vice President*
ADVENT INTERNATIONAL LIMITED PARTNERSHIP
By: Advent International Corporation,
General Partner
By: Janet L. Hennessy, Vice President*
ADVENT INTERNATIONAL CORPORATION
By: Janet L. Hennessy, Vice President*
*For all of the above
- -------------------------------------------
By: Janet L. Hennessy, Vice President
/s/ Janet L. Hennessy
- -------------------------------------
