SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Under the Securities Exchange Act of 1934
AMENDMENT NO. 1 (FINAL) TO
SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Biotransplant Incorporated
(Name of Issuer)
Common Stock
(Title of Class of Securities)
09066Y107
(CUSIP Number)
April 11, 2003
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
: Rule 13d-1(b)
|X| Rule 13d-1(c)
: Rule 13d-1(d)
Page 1 of 13 Pages
SCHEDULE 13G
CUSIP No. 09066Y107 Page 2 of 13 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dickstein & Co., L.P.
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) :
(b) |X|
See Exhibit 2
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5) SOLE VOTING POWER
NUMBER 425,000
OF 6) SHARED VOTING POWER
SHARES
BENEFICIALLY Not Applicable
OWNED BY 7) SOLE DISPOSITIVE POWER
EACH
REPORTING 425,000
PERSON 8) SHARED DISPOSITIVE POWER
WITH
Not Applicable
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
425,000
10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
:
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.7%
12) TYPE OF REPORTING PERSON
PN
2
SCHEDULE 13G
CUSIP No. 09066Y107 Page 3 of 13 Pages
1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dickstein International Limited
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) :
(b) |X|
See Exhibit 2
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
5) SOLE VOTING POWER
NUMBER 75,000
OF 6) SHARED VOTING POWER
SHARES
BENEFICIALLY __ Not Applicable
OWNED BY 7) SOLE DISPOSITIVE POWER
EACH
REPORTING 75,000
PERSON 8) SHARED DISPOSITIVE POWER
WITH
Not Applicable
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,000
10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES :
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3% (see Item 4)
12) TYPE OF REPORTING PERSON
CO
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SCHEDULE 13G
CUSIP No. 09066Y107 Page 4 of 13 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dickstein Partners, L.P.
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) :
(b) |X|
See Exhibit 2
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5) SOLE VOTING POWER
NUMBER Not Applicable
OF 6) SHARED VOTING POWER
SHARES
BENEFICIALLY 425,000
OWNED BY 7) SOLE DISPOSITIVE POWER
EACH
REPORTING Not Applicable
PERSON 8) SHARED DISPOSITIVE POWER
WITH
425,000
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
425,000
10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES :
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.7%
12) TYPE OF REPORTING PERSON
PN
4
SCHEDULE 13G
CUSIP No. 09066Y107 Page 5 of 13 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dickstein Partners Inc.
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) :
(b) |X|
See Exhibit 2
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5) SOLE VOTING POWER
NUMBER Not Applicable
OF 6) SHARED VOTING POWER
SHARES
BENEFICIALLY 500,000
OWNED BY 7) SOLE DISPOSITIVE POWER
EACH
REPORTING Not Applicable
PERSON 8) SHARED DISPOSITIVE POWER
WITH
500,000
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000
10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES :
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.0%
12) TYPE OF REPORTING PERSON
CO
5
SCHEDULE 13G
CUSIP No. 09066Y107 Page 6 of 13 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mark Dickstein
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) :
(b) |X|
See Exhibit 2
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5) SOLE VOTING POWER
NUMBER 0
OF 6) SHARED VOTING POWER
SHARES
BENEFICIALLY 500,000
OWNED BY 7) SOLE DISPOSITIVE POWER
EACH
REPORTING 0
PERSON 8) SHARED DISPOSITIVE POWER
WITH
500,000
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000
10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES :
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.0%
12) TYPE OF REPORTING PERSON
IN
6
Schedule 13G
------------
Item 1(a). Name of Issuer:
Biotransplant Incorporated
Item 1(b). Address of Issuer's Principal Executive Offices:
Charleston Navy Yard
Building 75, Third Avenue
Charlestown, MA 02129
Item 2(a). Name of Person Filing:
Dickstein & Co., L.P. ("Dickstein & Co.")
Dickstein International Limited ("Dickstein International")
Dickstein Partners, L.P. ("DPLP")
Dickstein Partners Inc. ("DPI")
Mark Dickstein ("Dickstein")
Item 2(b). Address of Principal Business Office or, if None, Residence:
Dickstein & Co., DPLP, DPI and Dickstein : 660 Madison Avenue, 16th Floor,
New York, NY 10021
Dickstein International: 129 Front Street, Hamilton HM 12 Bermuda
Item 2(c). Citizenship:
Dickstein & Co., DPLP and DPI: Delaware
Dickstein International: British Virgin Islands
Dickstein: United States
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
09066Y107
Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b), or
240.13d-2(b) or (c), check whether the person filing is a:
Not Applicable
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Item 4.Ownership.1 (See Exhibit 2)
Dickstein & Co:
---------------
(a) Amount beneficially owned:425,000 shares
(b) Percent of class: 1.7%2
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 425,000 shares
(ii) Shared power to vote or to direct the vote: Not Applicable
(iii) Sole power to dispose or to direct the disposition of:
425,000 shares
(iv) Shared power to dispose or to direct the disposition of: Not
Applicable
Dickstein International
-----------------------
(a) Amount beneficially owned: 75,000 shares
(b) Percent of class: 0.3%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 75,000 shares
(ii) Shared power to vote or to direct the vote: Not Applicable
(iii) Sole power to dispose or to direct the disposition of:
75,000 shares
(iv) Shared power to dispose or to direct the disposition of: Not
Applicable
DPLP
----
(a) Amount beneficially owned: 425,000 shares
(b) Percent of class: 1.7%
(c) Number of shares as to which such person has:
1 The ownership amounts set forth in this Amendment No. 1 (Final) to the
Schedule 13G reflect ownership of the Reporting Persons as of the date of this
filing. These figures take into account trades by the Reporting Persons
subsequent to April 11, 2003, the date in which the Reporting Persons ceased to
be a beneficial owner of more than 5% of the shares of Commons Stock of the
Issuer.
2 Based upon 25,385,998 shares of Common Stock outstanding as of November 14,
2002, as reported by the Issuer in its Form 10-Q for the quarter ended September
20, 2002. This is the most recent report filed by the Issuer with the Securities
and Exchange Commission.
8
(i) Sole power to vote or to direct the vote: Not Applicable
(ii) Shared power to vote or to direct the vote: 425,000 shares
(iii) Sole power to dispose or to direct the disposition of: Not
Applicable
(iv) Shared power to dispose or to direct the disposition of:
425,000 shares
DPI:3
-----
(a) Amount beneficially owned: 500,000 shares
(b) Percent of class: 2.0%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: Not Applicable
(ii) Shared power to vote or to direct the vote: 500,000 shares
(iii) Sole power to dispose or to direct the disposition of: Not
Applicable
(iv) Shared power to dispose or to direct the disposition of:
500,000 shares
Dickstein:
(a) Amount beneficially owned: 500,000 shares
(b) Percent of class: 2.0%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 0 shares
(ii) Shared power to vote or to direct the vote: 500,000 shares
(iii) Sole power to dispose or to direct the disposition of: 0
shares
(iv) Shared power to dispose or to direct the disposition of:
500,000 shares
Item 5. Ownership of Five Percent or Less of a Class. [X]
The Reporting Persons ceased to be the beneficial owner of more than 5% of the
outstanding shares on April 11, 2003. Accordingly, the Reporting Persons intend
not to further amend their report on Schedule 13G to reflect changes in the
facts set forth therein which may occur after the date hereof.
3 Edward Farr, a Vice President of DPI, owns 7,000 shares of Common Stock. Mr.
Farr possesses the sole power to vote and dispose of the Common Stock owned by
him and is not acting together with the Reporting Persons in the manner
contemplated by Rule 13d-5b of the Securities Exchange Act of 1934.
9
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Not applicable
Item 8. Identification and Classification of Members of the Group.
See Exhibit 2.
Item 9. Notice of Dissolution of Group.
Not applicable
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
10
SIGNATURE
---------
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
May 28, 2003
Date
DICKSTEIN & CO., L.P.
By: Leigh Waxman, as Vice President
of Dickstein
Partners Inc., the general partner of
Dickstein Partners, L. P., the
general partner of Dickstein & Co.,
L.P.
/s/ Leigh Waxman
------------------------------------
Name: Leigh Waxman
DICKSTEIN INTERNATIONAL LIMITED
By: Leigh Waxman, as Vice President
of Dickstein
Partners Inc., the agent of
Dickstein International Limited
/s/ Leigh Waxman
------------------------------------
Name: Leigh Waxman
DICKSTEIN PARTNERS, L.P.
By: Leigh Waxman, as Vice President
of Dickstein
Partners Inc., the general partner of
Dickstein Partners, L. P.
/s/ Leigh Waxman
------------------------------------
Name: Leigh Waxman
DICKSTEIN PARTNERS INC.
By: Leigh Waxman, as Vice President
/s/ Leigh Waxman
------------------------------------
Name: Leigh Waxman
MARK DICKSTEIN
/s/ Mark Dickstein
------------------------------------
Name: Mark Dickstein
11
EXHIBIT 2
---------
Dickstein is the President and sole shareholder and director of DPI. DPI
is the general partner of DPLP and advisor to Dickstein International. DPLP is
the general partner of Dickstein & Co. Consequently, the Reporting Persons may
be deemed to be members of a group. By reason of its position as general partner
of Dickstein & Co., DPLP may be deemed to possess the power to vote and dispose
of the shares of Common Stock beneficially owned by Dickstein & Co. By reason of
its position as general partner of DPLP and advisor to Dickstein International,
DPI may be deemed to possess the power to vote and dispose of the shares of
Common Stock beneficially owned by Dickstein & Co. and Dickstein International.
By reason of his position as president and sole director of DPI, Dickstein may
be deemed to possess the power to vote and dispose of the shares of Common Stock
beneficially owned by Dickstein & Co. and Dickstein International. Pursuant to
rule 13d-4 promulgated under the Securities Exchange Act of 1934, as amended,
(i) Dickstein & Co. disclaims beneficial ownership of all shares of Common Stock
beneficially owned by Dickstein International, (ii) Dickstein International
disclaims beneficial ownership of all shares of Common Stock beneficially owned
by Dickstein & Co. and (iii) each of DPLP, DPI and Dickstein disclaims
beneficial ownership of all shares of Common Stock beneficially owned by
Dickstein & Co. and Dickstein International, except to the extent of their
actual economic interests.
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KRAMER, LEVIN, NAFTALIS & FRANKEL
9 1 9 T H I R D A V E N U E
NEW YORK, N.Y. 10022 - 3852
(212) 715 - 9100
FAX
(212) 715-8000
-----
WRITER'S
DIRECT
NUMBER
(212) 715-9280
May 28, 2003
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Amendment No. 1 (Final) to Schedule 13G
Ladies and Gentlemen:
On behalf of Dickstein & Co., L.P., Dickstein International
Limited, Dickstein Partners, L.P., Dickstein Partners Inc. and Mark
Dickstein, we are electronically transmitting via EDGAR for filing with the
Securities and Exchange Commission the Amendment No. 1 (Final) to Schedule
13G (the "Schedule") relating to the shares of Common Stock of Biotransplant
Incoporated (the "Issuer"). This filing is being made pursuant to Section
13(g) of the Securities Exchange Act of 1934, as amended, and Rule 13d - 1 of
the General Rules and Regulations promulgated thereunder.
By copy of this letter, a copy of the Schedule is being mailed by
certified mail to the Issuer.
Should you have any questions or comments regarding the enclosed,
please contact me at (212) 715-9280.
Very truly yours,
Abbe L. Dienstag
Enclosures
cc: Biotransplant Incorporated
(via Certified Mail)
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