-----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, TMqkW0SBD8u9/GVRVVgegd3gx8ROpG/0qFNIUqgE+KSW0ICcAIrek8N+vohapEGF GFCdXXfoskyn2a5irBnPWw== 0000919574-96-000448.txt : 19960425 0000919574-96-000448.hdr.sgml : 19960425 ACCESSION NUMBER: 0000919574-96-000448 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960424 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MAGAININ PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000880431 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 133445668 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42170 FILM NUMBER: 96550294 BUSINESS ADDRESS: STREET 1: 5110 CAMPUS DRIVE CITY: PLYMOUTH MEETING STATE: PA ZIP: 19462 BUSINESS PHONE: 6109415231 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FEINBERG LARRY N CENTRAL INDEX KEY: 0000926475 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O ORACLE PARTNERS L P STREET 2: 712 FIFTH AVENUE 45TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125741286 MAIL ADDRESS: STREET 1: C/O ORACLE PARTNERS L P STREET 2: 712 FIFTH AVE 45TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No.: 2* Name of Issuer: Magainin Pharmaceuticals, Inc. Title of Class of Securities: Common Stock CUSIP Number: 559 036 108 (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, NY, NY 10019; (212) 373-9200 (Date of Event which Requires Filing of this Statement) April 24, 1996 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 [ ]. Check the following line if a fee is being paid with this statement . (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of class. See Rule 13d-7). *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). CUSIP No. 559 036 108 1. Name of Reporting Person S.S. or 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 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 U.S.A. Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 1,134,900 8. Shared Voting Power: 9. Sole Dispositive Power: 1,134,900 10. Shared Dispositive Power: 39,000 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,173,900 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13. Percent of Class Represented by Amount in Row (11) 6.88% 14. Type of Reporting Person IN This Amendment No. 2 to a Statement on Schedule 13D is being filed by Larry N. Feinberg in order to amend the Statement on Schedule 13D filed by Mr. Feinberg with respect to the outstanding shares of common stock of Magainin Pharmaceuticals, Inc. dated April 18, 1995, as amended by Amendment No. 1. Item 1. Security and Issuer No change. Item 2. Identity and Background No change, except that the business address of Mr. Feinberg is 712 Fifth Avenue, 45th Floor, New York, New York 10019. Item 3. Source and Amount of Funds or Other Consideration As of the date hereof, Mr. Feinberg may be deemed to beneficially own 1,173,900 shares of Common Stock. These shares are held by the Partnership and managed accounts over which Mr. Feinberg has investment discretion. The funds used for the purchase of the Common Stock held in the managed accounts over which Mr. Feinberg has investment discretion came from each managed account's own funds. The funds used for the purchase of the Common Stock held by the Partnership came from capital contributions to the Partnership by its general and limited partners and other working capital funds of the Partnership. No borrowed funds were used to purchase any of the 1,173,900 shares of Common Stock, other than any borrowed funds used for working capital purposes in the ordinary course of business. Item 4. Purpose of Transaction The 1,173,900 shares of Common Stock were acquired for investment purposes. Mr. Feinberg and the other general partner of the Partnership have concerns about the lack of strategic direction of Magainin as compared to other similarly situated biopharmaceutical companies. The Chairman of the Board of Magainin and certain other directors of Magainin have been advised of these concerns. These concerns also have been discussed with a limited number of other holders of the Common Stock. A meeting among the general partners of the Partnership, certain other shareholders of Magainin, the Chairman of the Board of Magainin and another director of Magainin is scheduled to be held on April 24, 1996 for the purpose of discussing these concerns. Mr. Feinberg and the other general partner of the Partnership have no current plans or proposals which relate to or would result in any of the events described in Items (a) through (j) of the instructions to Item 4 of Schedule 13D. However, the general partners of the Partnership reserve the right to discuss company business with management, make proposals to management and/or take other actions to influence the management of Magainin should it deem such actions appropriate. Item 5. Interest in Securities of the Issuer Based on Magainin's definitive proxy statement dated April 8, 1996, there are believed to be 17,069,184 shares of Common Stock outstanding. Therefore, Mr. Feinberg may be deemed to beneficially own an aggregate of approximately 6.88% of the outstanding shares of Common Stock. Mr. Feinberg has the sole power to vote, direct the vote, dispose of or direct the disposition of 1,134,900 shares of the Common Stock, and has shared power to dispose of or direct the disposition of 39,000 shares of the Common Stock. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer No change. Item 7. Material to be Filed as Exhibits Attached hereto as Exhibit A is a description of the transactions in the Common Stock that were effected by Mr. Feinberg during the past 60 days. 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. April 24, 1995 /s/ Larry N. Feinberg Larry N. Feinberg EXHIBIT A Purchase Transactions Number of Shares Trade Date of Common Stock Price Per Share 3/29/96 30,000 $10.47 3/01/96 28,000 $13.00 00751001.AK4 -----END PRIVACY-ENHANCED MESSAGE-----