-----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, UyEnH7pjnaPtpnnSV64taulxp4/LUoRR2sAR1mJEk1UUZr+giZVxJt8+g675LnMF r8g4sSFqPnIWGxAY3/6feg== 0000919574-96-000970.txt : 19961030 0000919574-96-000970.hdr.sgml : 19961030 ACCESSION NUMBER: 0000919574-96-000970 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961029 SROS: AMEX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TEXAS BIOTECHNOLOGY CORP /DE/ CENTRAL INDEX KEY: 0000887023 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 133532643 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44359 FILM NUMBER: 96649132 BUSINESS ADDRESS: STREET 1: DOCTORS CENTER STREET 2: 7000 FANNIN STE 1920 CITY: HOUSTON STATE: TX ZIP: 77030 BUSINESS PHONE: 7137968822 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. 1)* Name of Issuer: TEXAS BIOTECHNOLOGY CORPORATION Title of Class of Securities: Common Stock CUSIP Number: 88221T104 (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 (212) 373-9200 (Date of Event which Requires Filing of this Statement) 10/18/96 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). 1 CUSIP No. 88221T104 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 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 2,648,324 8. Shared Voting Power 9. Sole Dispositive Power 2,648,324 10. Shared Dispositive Power 2 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,648,324 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13. Percent of Class Represented by Amount in Row (11) 10.95% 14. Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 3 Item 1. SECURITY AND ISSUER This statement relates to shares of common stock (the "Common Stock") of Texas Biotechnology Corporation ("Texas Bio"). Texas Bio's principal executive office is located at 7000 Fannin, Houston, Texas 77030. Item 2. IDENTITY AND BACKGROUND No change. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION As of the date hereof, Mr. Feinberg is deemed to beneficially own 2,648,324 shares of Texas Bio's Common Stock. The shares beneficially owned by Mr. Feinberg are held by the Partnerships and by managed accounts over which Oracle Investment Management, Inc. has investment discretion. Mr. Feinberg is the managing general partner of the Partnerships and the President and sole shareholder of Oracle Investment Management, Inc. In the last sixty days, 249,500 shares of Common Stock were purchased by the Partnerships and by the above-described managed accounts in open market transactions at an aggregate cost of $1,102,382.00. The funds for the purchase of the shares of Common 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 the shares of Common Stock held in the managed accounts over which Mr. Feinberg has investment discretion have come from each managed account's own funds. 4 Item 4. PURPOSE OF TRANSACTION No change. Item 5. INTEREST IN SECURITIES OF THE ISSUER As of the date hereof, Mr. Feinberg may be deemed to be the beneficial owner of 2,648,324 shares of Texas Bio's common stock through his power to vote and dispose of the shares of Common Stock held by the Partnerships and the managed accounts described above. Based on recent conversations with the management of Texas Bio and Texas Bio's most recent Form 10-Q filed on August 14, 1996, there are believed to be 24,185,266 shares of Texas Bio's Common Stock outstanding. Therefore, Mr. Feinberg is deemed to be the beneficial owner of 10.95% of Texas Bio's outstanding shares of Common Stock. Mr. Feinberg has the sole power to vote, direct the vote, dispose or or direct the disposition of all the shares of Texas Bio's Common Stock to which this filing relates. 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 of Texas Bio that were effected by the Reporting Person during the past 60 days. Signature The undersigned, after reasonable inquiry and to the best of his knowledge and belief, certifies that the information 5 set forth in this statement is true, complete and correct. Dated as of October 28, 1996 /s/ Larry N. Feinberg ________________________________ Larry N. Feinberg Managing General Partner of Oracle Partners, L.P. and Oracle Institutional Partners, L.P. and President of Oracle Investment Management, Inc. 6 EXHIBIT A Transactions in the Common Stock During the Past 60 days ________________________ Trade Date Number of Shares Price Per Share Value __________ _______________ _______________ ________ 10/17/96 189,500 $4.45 $842,782 10/18/96 50,000 4.40 220,225 10/23/96 10,000 3.9375 39,375 00751001.AA0 -----END PRIVACY-ENHANCED MESSAGE-----