-----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, K7PPTvhpmwJ23GxLO/2ic6TseIQOiA090WI3FaCr1dxnzKzMz/wFASMHry6Il43m n8qC2Yen76EvsEiGhHOagw== 0000919574-96-000674.txt : 19960717 0000919574-96-000674.hdr.sgml : 19960717 ACCESSION NUMBER: 0000919574-96-000674 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960716 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GUILFORD PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000918066 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 521841960 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-45277 FILM NUMBER: 96595340 BUSINESS ADDRESS: STREET 1: 6611 TRIBUTARY ST CITY: BALTIMORE STATE: MD ZIP: 21221 BUSINESS PHONE: 4106316300 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SNIDER ARNOLD H CENTRAL INDEX KEY: 0001015326 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133745117 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 450 LEXINGTON AVE SUITE 1930 CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2125511600 MAIL ADDRESS: STREET 1: 450 LEXINGTON AVENUE SUITE 1930 CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No.: Name of Issuer: Guilford Pharmaceutical Inc. Title of Class of Securities: Common Stock CUSIP Number: 401829106 (Name, Address and Telephone Number of Person Authorized To Receive Notices and Communications) Mr. Arnold Snider c/o Deerfield Management, 450 Lexington Avenue, Suite 1930, New York, New York 10017, (212) 551-1600 (Date of Event which Requires Filing of this Statement) July 9, 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 box if a fee is being paid with this statement [X]. (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. 401829106 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Deerfield Capital, L.P. #13-3745117 2. Check the Appropriate Box if a Member of a Group a. b. x 3. SEC Use Only 4. Source of Funds WC 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 8. Shared Voting Power: 469,050 9. Sole Dispositive Power: 10. Shared Dispositive Power: 469,050 11. Aggregate Amount Beneficially Owned by Each Reporting Person 469,050 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares -2- 13. Percent of Class Represented by Amount in Row (11) 5.0% 14. Type of Reporting Person PN -3- CUSIP No. 401829106 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Deerfield Management Company #13-3738772 2. Check the Appropriate Box if a Member of a Group a. b. x 3. SEC Use Only 4. Source of Funds WC 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization New York Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 8. Shared Voting Power: 30,950 9. Sole Dispositive Power: 10. Shared Dispositive Power: 30,950 11. Aggregate Amount Beneficially Owned by Each Reporting Person 30,950 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares -4- 13. Percent of Class Represented by Amount in Row (11) .3% 14. Type of Reporting Person PN -5- CUSIP No. 401829106 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Arnold H. Snider ####-##-#### 2. Check the Appropriate Box if a Member of a Group a. b. x 3. SEC Use Only 4. Source of Funds WC 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization United States Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 8. Shared Voting Power: 500,000 9. Sole Dispositive Power: 10. Shared Dispositive Power: 500,000 11. Aggregate Amount Beneficially Owned by Each Reporting Person 500,000 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares -6- 13. Percent of Class Represented by Amount in Row (11) 5.3% 14. Type of Reporting Person IN Item 1. Security and Issuer This statement relates to shares of common stock (the "Common Stock") of Guilford Pharmaceuticals Inc. (the "Company"). The Company's principal executive office is located at 6611 Tributary Street, Baltimore, Maryland 21224. Item 2. Identity and Background This statement is being filed on behalf of Deerfield Capital, L.P. ("Deerfield Capital"), a Delaware limited partnership, Deerfield Management Company ("Deerfield Management"), a New York limited partnership and Arnold H. Snider (together referred to as the "Reporting Persons"). The principal business of each of the Reporting Persons is to act as an investment adviser; the principal office of each of the Reporting Persons is at 450 Lexington Avenue, Suite 1930, New York, NY 10017. Deerfield Capital is the general partner of Deerfield Partners, L.P., a Delaware limited partnership, and Deerfield Management is the investment manager of Deerfield International Limited, a British Virgin Islands corporation (together referred to as the "Funds"). Arnold H. Snider is the sole shareholder, president and director of Snider Capital Corp., a Delaware corporation which serves as the general partner of Deerfield Capital. Mr. Snider is also the sole shareholder, president and director of Snider Management Corporation, a Delaware corporation which serves as the general partner of Deerfield Management. 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 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 -7- activities subject to, federal or state securities laws or finding any violations with respect to such laws. Mr. Snider is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration. As of the date hereof, the Reporting Persons beneficially own, in the aggregate, 500,000 shares of the Company's Common Stock. All 500,000 shares of Common Stock are held by the Funds. The shares of Common Stock were purchased in open market transactions at an aggregate cost of $11,672,877. The funds for the purchase of the Common Stock held in the Funds came from each entity's own funds or from margin loans entered into in the ordinary course of business. Item 4. Purpose of Transactions. The shares of Common Stock beneficially owned by the Reporting Persons were acquired for, and are being held for, investment purposes. The Reporting Persons have no plan or proposal which relates to, or would result in, any of the actions enumerated in Item 4 of the instructions to Schedule 13D. Item 5. Interest in Securities of Issuer. As of the date hereof, the Reporting Persons are the beneficial owners of an aggregate of 500,000 shares of the Company's Common Stock. Based on information received from the Company, we believe there to be 9,301,062 shares of the Company's Common Stock outstanding as of March 31, 1996. Therefore, the Reporting Persons beneficially own an aggregate of 5.3% of the Company's outstanding shares of Common Stock. Deerfield Capital beneficially owns 469,050 shares of Common Stock, through Deerfield Capital and Deerfield Management, equal to 5.0% of the Company's outstanding shares of Common Stock. Deerfield Management beneficially owns 30,050 shares of Common Stock, equal to .3% of the Company's outstanding shares of Common Stock. Mr. Snider beneficially owns, through Deerfield Capital and Deerfield Management, 500,000 shares of Common Stock equal to 5.3% of the Company's outstanding shares of Common Stock. The Reporting Persons have the shared power to vote, direct the vote, dispose of or direct the disposition of all the shares of the -8- Company's Common Stock that they currently beneficially own. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The Reporting Persons have no contract, arrangement, understanding or relationship with any person with respect to the Common Stock. 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 the Reporting Persons during the past 60 days. -9- Signature The undersigned, after reasonable inquiry and to the best of its knowledge and belief, certifies that the information set forth in this statement is true, complete and correct. July 15, 1996 DEERFIELD CAPITAL, L.P. By: Snider Capital Corp., General Partner By: /s/ Arnold H. Snider ___________________________ Arnold H. Snider, President DEERFIELD MANAGEMENT COMPANY By: Snider Management Company, General Partner By: /s/ Arnold H. Snider ___________________________ Arnold H. Snider, President ARNOLD H. SNIDER /s/ Arnold H. Snider -10- EXHIBIT A SCHEDULE OF TRANSACTIONS Transaction Shares Acquired Price Per Share Date (Sold) (Not Including Commission) ______________ _______________ __________________________ 6/03/96 1,000 34.25 6/03/96 (1,000) 34.25 6/14/96 10,000 29 6/17/96 40,000 28.228 6/18/96 35,000 27.509 6/19/96 60,000 26.818 6/21/96 5,000 25.375 7/01/96 2,200 23.55 7/01/96 (2,200) 23.55 7/02/96 1,000 21.31 7/02/96 20,000 21.62 7/03/96 10,000 22.12 7/08/96 7,500 21.50 7/09/96 26,500 21.50 7/10/96 10,000 20.87 7/11/96 10,000 20.52 7/12/96 15,000 20.4167 -11- 00871001.AL1 -----END PRIVACY-ENHANCED MESSAGE-----