-----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, LYVDxbD/k6Fa4lwHAufStsKArgyiD7NCTbfksSKLnuWeZuKaDVJLfRT2duizMtBy mNefae4HELatgyRU3GHbeQ== 0000919574-97-000385.txt : 19970417 0000919574-97-000385.hdr.sgml : 19970417 ACCESSION NUMBER: 0000919574-97-000385 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970416 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45277 FILM NUMBER: 97581981 BUSINESS ADDRESS: STREET 1: 6611 TRIBUTARY ST CITY: BALTIMORE STATE: MD ZIP: 21224 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/A 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/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: Guilford Pharmaceuticals 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) April 8, 1997 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: 693,090 9. Sole Dispositive Power: 10. Shared Dispositive Power: 693,090 11. Aggregate Amount Beneficially Owned by Each Reporting Person 693,090 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares -2- 13. Percent of Class Represented by Amount in Row (11) 3.8% 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: 71,910 9. Sole Dispositive Power: 10. Shared Dispositive Power: 71,910 11. Aggregate Amount Beneficially Owned by Each Reporting Person 71,910 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares -4- 13. Percent of Class Represented by Amount in Row (11) .4% 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: 765,000 9. Sole Dispositive Power: 10. Shared Dispositive Power: 765,000 11. Aggregate Amount Beneficially Owned by Each Reporting Person 765,000 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares -6- 13. Percent of Class Represented by Amount in Row (11) 4.2% 14. Type of Reporting Person IN Item 1. Security and Issuer No change. Item 2. Identity and Background No change. Item 3. Source and Amount of Funds or Other Consideration. As of the date hereof, the Reporting Persons beneficially own, in the aggregate, 765,000 shares of the Company's Common Stock. All 765,000 shares of Common Stock are held by the Funds. In the last 60 days, a net amount of 10,000 shares of Common Stock were purchased in open market transactions at an aggregate cost of $267,559.50. 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. No change. Item 5. Interest in Securities of Issuer. As of the date hereof, the Reporting Persons are the beneficial owners of an aggregate of 765,000 shares of the Company's Common Stock. Following a secondary offering of the Company's Common Stock, completed April 18, 1997, there were 17,979,490 shares of the Company's Common Stock outstanding. Therefore, each Reporting Person beneficially owns less than 5% 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 Company's Common Stock that they currently beneficially own. -7- 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 the Reporting Persons during the past 60 days. -8- 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. April 16, 1997 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 -9- EXHIBIT A SCHEDULE OF TRANSACTIONS Transaction Shares Acquired Price Per Share Date (Sold) (Not Including Commission) ______________ _______________ __________________________ 3/3/97 5,000 $26.125 3/4/97 5,000 27.338 4/1/97 3,060 21.540 (3,060) 21.459 -10- 00871001.AM9 -----END PRIVACY-ENHANCED MESSAGE-----