-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PgTyoMe/oA2fMw/KPez9Ri67WSAeJzgPK2YrHVbDRQZr98XwPlw2zwqL953fOjS2 vHHOJfvN2d6AHqEIxAzqgw== 0001047469-98-041803.txt : 19981120 0001047469-98-041803.hdr.sgml : 19981120 ACCESSION NUMBER: 0001047469-98-041803 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981119 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OSI PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000729922 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 133159796 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-37954 FILM NUMBER: 98755580 BUSINESS ADDRESS: STREET 1: 106 CHARLES LINDBERGH BLVD CITY: UNIONDALE STATE: NY ZIP: 11553 BUSINESS PHONE: 5162220023 MAIL ADDRESS: STREET 1: 106 CHARLES LINDBERGH BLVD CITY: UNIONDALE STATE: NY ZIP: 11553-3649 FORMER COMPANY: FORMER CONFORMED NAME: ONCOGENE SCIENCE INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BIOTECHNOLOGY VALUE FUND L P ET AL CENTRAL INDEX KEY: 0000918923 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 363924731 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE SANSOME STREET STREET 2: 39TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 415-288-2395 MAIL ADDRESS: STREET 1: ONE SANSOME STREET STREET 2: 39TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 SC 13D/A 1 SCHEDULE 13D/A 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) OSI PHARMACEUTICALS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 671040 10 3 (CUSIP Number) Hope Flack 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) November 6, 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). CUSIP NO. 671040 10 3 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 NUMBER OF -0- SHARES 8 SHARED VOTING POWER BENEFICIALLY 952,253 OWNED BY 9 SOLE DISPOSITIVE POWER EACH -0- REPORTING 10 SHARED DISPOSITIVE POWER PERSON WITH 952,253 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 952,253 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.5% 14 TYPE OF REPORTING PERSON* PN * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 671040 10 3 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 NUMBER OF -0- SHARES 8 SHARED VOTING POWER BENEFICIALLY 2,056,590 OWNED BY 9 SOLE DISPOSITIVE POWER EACH -0- REPORTING 10 SHARED DISPOSITIVE POWER PERSON WITH 2,056,590 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,056,590 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.6% 14 TYPE OF REPORTING PERSON* PN * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 671040 10 3 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 NUMBER OF -0- SHARES 8 SHARED VOTING POWER BENEFICIALLY 2,056,590 OWNED BY 9 SOLE DISPOSITIVE POWER EACH -0- REPORTING 10 SHARED DISPOSITIVE POWER PERSON WITH 2,056,590 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,056,590 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.6% 14 TYPE OF REPORTING PERSON* IA, CO * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 671040 10 3 13D Page 5 of 7 Pages Amendment No. 1 (the "Amendment") to the Statement on Schedule 13D, dated November 6, 1997 (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 $.01 per share (the "Stock"), of OSI Pharmaceuticals, Inc., a Delaware corporation ("OSI"). Item 3 is hereby amended to read in its entirety as follows: ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Since September 17, 1998, Partners, in its capacity as general partner of BVF, has purchased on behalf of such limited partnership an aggregate number of 952,253 shares of the Stock for an aggregate consideration of $5,075,496.23, utilizing funds provided by BVF from its working capital pursuant to the terms of its limited partnership agreement with Partners. 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 1,104,337 shares of the Stock for an aggregate consideration of $5,921,280.86, utilizing funds under management by Partners pursuant to investment management agreements between Partners and such managed accounts. Item 5 is hereby amended to read in its entirety as follows: ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) BVF beneficially owns 952,253 shares of the Stock, Partners beneficially owns 2,056,590 shares of the Stock, and BVF Inc. beneficially owns 2,056,590 shares of the Stock, approximately 4.5%, 9.6% and 9.6%, respectively, of the aggregate number of shares outstanding as of July 31, 1998 (as reported in OSI's most recent quarterly statement on Form 10-Q). (b) BVF shares voting and dispositive power over the 952,253 shares of the Stock it beneficially owns with Partners. Partners and BVF Inc. share voting and dispositive power over the 2,056,590 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 CUSIP NO. 671040 10 3 13D Page 6 of 7 Pages 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 since the most recent filing on Schedule 13D. 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 since the most recent filing on Schedule 13D. (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 since the most recent filing on Schedule 13D. CUSIP NO. 671040 10 3 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: November 18, 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 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: November 18, 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 EXHIBIT B TRANSACTIONS IN THE STOCK BY THE REPORTING PERSONS DURING THE PAST SIXTY DAYS
For the Price per Trade Date By Account of Quantity Share Type of Trade Broker - ---------- -- ---------- -------- ---------- ------------- ------ 09/14/98 BVF Partners 2,500 $3.4375 Purchase INET 09/17/98 BVF Partners 5,000 $3.3125 Purchase INET 09/18/98 BVF Ltd. Partners 1,000 $3.3125 Purchase INET 09/21/98 BVF Partners 700 $3.2500 Purchase INET 09/21/98 BVF Partners 5,000 $3.2500 Purchase INET 09/21/98 BVF Ltd. Partners 5,000 $3.2500 Purchase RSSF 09/22/98 BVF Ltd. Partners 5,000 $3.0313 Purchase INET 09/22/98 BVF Partners 2,900 $3.1059 Purchase INET 09/22/98 ILL10 Partners 1,000 $3.1059 Purchase INET 09/22/98 BVF Ltd. Partners 1,000 $3.1059 Purchase INET 09/23/98 BVF Partners 3,000 $3.1240 Purchase INET 09/23/98 BVF Ltd. Partners 3,200 $3.1240 Purchase INET 09/30/98 BVF Partners 1,000 $2.9375 Purchase INET 10/01/98 BVF Partners 1,100 $2.9063 Purchase INET 10/02/98 BVF Partners 9,000 $2.7500 Purchase COWN 10/02/98 ILL10 Partners 3,000 $2.7500 Purchase COWN 10/02/98 PAL Partners 2,000 $2.7500 Purchase COWN 10/02/98 ZPG Partners 1,000 $2.7500 Purchase COWN 10/05/98 BVF Partners 5,000 $2.7500 Purchase COWN 10/05/98 BVF Ltd. Partners 1,500 $2.7500 Purchase INET 10/06/98 BVF Partners 3,000 $2.8125 Purchase INET 10/07/98 BVF Partners 10,000 $2.7500 Purchase COWN 10/07/98 BVF Ltd. Partners 10,000 $2.7500 Purchase COWN 10/08/98 BVF Partners 11,000 $2.7188 Purchase COWN 10/08/98 BVF Ltd. Partners 9,000 $2.7188 Purchase COWN 10/09/98 BVF Partners 3,000 $2.6250 Purchase COWN 10/09/98 ILL10 Partners 2,000 $2.6250 Purchase COWN
For the Price per Trade Date By Account of Quantity Share Type of Trade Broker - ---------- -- ---------- -------- ---------- ------------- ------ 10/09/98 PAL Partners 2,000 $2.6250 Purchase COWN 10/09/98 ZPG Partners 1,000 $2.6250 Purchase COWN 10/09/98 BVF Ltd. Partners 2,000 $2.6250 Purchase COWN 10/14/98 BVF Partners 4,000 $2.3594 Purchase INET 10/14/98 BVF Partners 10,000 $3.3750 Purchase OPCO 10/14/98 ILL10 Partners 3,000 $2.3750 Purchase OPCO 10/14/98 PAL Partners 2,000 $2.3750 Purchase OPCO 10/14/98 ZPG Partners 2,000 $2.3750 Purchase OPCO 10/14/98 BVF Ltd. Partners 8,000 $2.3750 Purchase OPCO 10/14/98 BVF Partners 5,000 $2.4375 Purchase INET 10/15/98 BVF Partners 15,000 $2.3125 Purchase COWN 10/15/98 PAL Partners 3,000 $2.3125 Purchase COWN 10/15/98 ZPG Partners 2,000 $2.3125 Purchase COWN 10/15/98 BVF Ltd. Partners 10,000 $2.3125 Purchase COWN 10/15/98 BVF Partners 5,000 $2.3688 Purchase INET 10/15/98 BVF Ltd. Partners 5,000 $2.3688 Purchase INET 11/06/98 BVF Partners 16,000 $4.2188 Purchase RSSF 11/06/98 BVF Ltd. Partners 30,000 $4.2188 Purchase RSSF 11/06/98 BVF Partners 3,200 $5.1602 Purchase INET
COWN = Cowen INET = Instinet OPCO = Oppenheimer & Co. RSSF = Robertson Stephens -----END PRIVACY-ENHANCED MESSAGE-----