SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Lexicon Genetics Incorporated
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(Name of Issuer)
Common Stock, $0.001 Par Value Per Share
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(Title of Class of Securities)
528872 10 4
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(CUSIP Number)
Robert C. McNair
4400 Post Oak Parkway, Suite 1400
Houston, Texas 77027
713-336-7700
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 10, 2003
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. [ ]
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 10 Pages)
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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 disclosures provided in a prior cover page.
The information required on 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 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).
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CUSIP NO. 528872 10 4 13D Page 2 of 10 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Robert C. McNair
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a)[ ]
(b)[X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS *
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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7 SOLE VOTING POWER 5,949,400
NUMBER OF
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH ----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 5,949,400
PERSON
WITH ----------------------------------------------------
10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,949,400
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES *
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.3%
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14 TYPE OF REPORTING PERSON *
IN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 528872 10 4 13D Page 3 of 10 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RCM Financial Services GP, Inc. (76-0322569)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a)[ ]
(b)[X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS *
AF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas, USA
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7 SOLE VOTING POWER 4,250,000
NUMBER OF
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH ----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 4,250,000
PERSON
WITH ----------------------------------------------------
10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,250,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES *
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1%
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14 TYPE OF REPORTING PERSON *
CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 528872 10 4 13D Page 4 of 10 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RCM Financial Services L.P. (76-0416914)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a)[ ]
(b)[X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS *
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA
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7 SOLE VOTING POWER 4,250,000
NUMBER OF
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH ----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 4,250,000
PERSON
WITH ----------------------------------------------------
10 SHARED DISPOSITIVE POWER 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,250,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES *
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1%
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14 TYPE OF REPORTING PERSON *
PN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 528872 10 4 13D Page 5 of 10 Pages
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ITEM 1. SECURITY AND ISSUER.
The title of the class of equity securities to which this statement
relates is common stock, par value $0.001 per share, of Lexicon
Genetics Incorporated ("Common Stock"). The principal executive offices
of Lexicon Genetics Incorporated are located at 4000 Research Forest
Drive, The Woodlands, Texas 77381.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is filed by RCM Financial Services, L.P., a Delaware
limited partnership ("RCMLP"). This Schedule 13D is also being filed by
RCM Financial Services GP, Inc., a Texas corporation and sole general
partner of RCMLP (the "General Partner"), and Robert C. McNair. Mr.
McNair is the sole stockholder, sole director, chairman, president and
chief executive officer of the General Partner and the sole limited
partner of RCMLP.
The following information relates to the identity and background of the
reporting persons:
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1. (a) Name: Robert C. McNair
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(b) Business Address: 4400 Post Oak Parkway, Suite 1400
Houston, Texas 77027
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(c) Principal Occupation: Chairman, President and Chief Executive
Officer of RCM Financial Services GP,
Inc., the sole general partner of RCM
Financial Services, L.P.; Chairman of
Cogene Biotech Ventures GP, L.L.C.,
sole general partner of Cogene Biotech
Ventures, L.P.; private investor;
Chairman, President and majority owner
of the Houston Texans NFL Football Team
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(d) Criminal Convictions: None
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(e) Civil Proceedings: None
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(f) Citizenship: USA
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2. (a) Name: RCM Financial Services GP, Inc.
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(b) State of Organization: Texas
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(c) Principal Business: Sole general partner of RCM Financial
Services, L.P.
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(d) Address of Principal Business: 4400 Post Oak Parkway, Suite 1400
Houston, Texas 77027
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(e) Criminal Convictions: None
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(f) Civil Proceedings: None
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3. (a) Name: RCM Financial Services, L.P.
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(b) State of Organization: Delaware
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(c) Principal Business: Miscellaneous investments
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(d) Address of Principal Business: 4400 Post Oak Parkway, Suite 1400
Houston, Texas 77027
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(e) Criminal Convictions: None
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(f) Civil Proceedings: None
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CUSIP NO. 528872 10 4 13D Page 6 of 10 Pages
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For additional information required by Instruction C to Schedule 13D
with respect to the executive officers and directors of the General
Partner, reference is made to Schedule I attached hereto and
incorporated herein by reference.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source of all funds for purchases of shares of Common Stock by
RCMLP is the working capital of RCMLP. Each of the General Partner and
Robert C. McNair are indirect beneficial owners of shares of Common
Stock purchased and held by RCMLP. The source of all funds for
purchases of shares of Common Stock by Cogene Biotech Ventures, L.P., a
Delaware limited partnership ("Cogene LP"), is the working capital of
affiliates of Robert C. McNair or working capital of RCMLP. Robert C.
McNair is the indirect beneficial owner of shares of Common Stock
purchased and held by Cogene LP. See Item 5 for a further description
of the relationship between the reporting persons and the other
individuals referred to in this Item 3. The working capital of RCMLP
and other affiliates of Robert C. McNair may, at any given time,
include margin loans made by brokerage firms in the ordinary course of
business. See Item 5(c) for a description of recent purchases of Common
Stock by RCMLP and Cogene LP and the amount of funds used in those
purchases.
ITEM 4. PURPOSE OF TRANSACTION.
The shares of Common Stock covered by this statement are being held for
investment purposes. Depending on market and other conditions, the
reporting persons may continue to hold the shares of Common Stock,
acquire additional shares of Common Stock, or dispose of all or a
portion of the shares of Common Stock they now own or may hereafter
acquire. The reporting persons have no plans that relate to or would
result in:
(a) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Lexicon Genetics
Incorporated or any of its subsidiaries;
(b) a sale or transfer of a material amount of assets of Lexicon
Genetics Incorporated or its subsidiaries;
(c) any change in the present board of directors or management of
Lexicon Genetics Incorporated, including any plans or proposals
to change the number or term of directors or to fill any existing
vacancies on the board;
(d) any material change in the present capitalization or dividend
policy of Lexicon Genetics Incorporated;
(e) any other material change in Lexicon Genetics Incorporated's
business or corporate structure;
(f) changes in Lexicon Genetics Incorporated's charter, bylaws or
instruments corresponding thereto or other actions which may
impede the acquisition of control of the issuer by any person;
(g) causing a class of securities of Lexicon Genetics Incorporated to
be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a
registered national securities association;
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CUSIP NO. 528872 10 4 13D Page 7 of 10 Pages
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(h) a class of equity securities of Lexicon Genetics Incorporated
becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Act; or
(i) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) RCMLP beneficially owns, and is the record holder of, an
aggregate of 4,250,000 shares of Common Stock representing 8.1%
of the Common Stock outstanding as of May 6, 2003. The General
Partner, as the sole general partner of RCMLP, is the indirect
beneficial owner of these shares of Common Stock. Robert C.
McNair, as the sole director and sole stockholder of the General
Partner, is also an indirect beneficial owner of the shares of
Common Stock held by RCMLP.
Robert C. McNair is the indirect beneficial owner of an
additional 1,699,400 shares of Common Stock representing 3.2% of
the Common Stock outstanding as of May 6, 2003. Cogene LP is the
record holder of 1,679,400 of these shares, and Palmetto
Partners, Ltd., a Texas limited partnership ("Palmetto
Partners"), is the record holder of 20,000 of these shares. Mr.
McNair, therefore, beneficially owns an aggregate of 5,949,400
shares of Common Stock representing 11.3% of the Common Stock
outstanding as of May 6, 2003. Mr. McNair is the sole director
and sole stockholder of Palmetto Capital Corporation, a Texas
corporation ("Palmetto Corp"). Palmetto Corp is the sole general
partner of Palmetto Partners, and Mr. McNair is the sole limited
partner of Palmetto Partners. Palmetto Partners owns all of the
member interests in Cogene Biotech Ventures GP, L.L.C., a
Delaware limited liability company ("Cogene GP"). Cogene GP is
the sole general partner of Cogene LP, and Palmetto Partners owns
a 74% limited partnership interest in Cogene LP.
(b) RCMLP has the sole power to vote, to direct the vote, to dispose
or to direct the disposition of 4,250,000 shares of Common Stock.
The General Partner, as the sole general partner of RCMLP, has
the sole power to vote, to direct the vote, to dispose or to
direct the disposition of 4,250,000 shares of Common Stock.
Robert C. McNair has the sole power to vote, to direct the vote,
to dispose or to direct the disposition of 5,949,400 shares of
Common Stock, and such shares comprise the shares held by RCMLP,
Cogene LP and Palmetto Partners.
(c) On July 10, 2003, RCMLP purchased an aggregate of 4,000,000
shares of Common Stock from the Estate of Gordon A. Cain (the
"Estate") and The Gordon and Mary Cain Foundation (the
"Foundation") in private placements that were exempt from
registration under the Securities Act of 1933, as amended (the
"Act"). The shares of Common Stock acquired by RCMLP were
purchased for an aggregate consideration of $19,000,000, or $4.75
per share. On July 10, 2003, RCMLP paid $3,800,000 of the
aggregate consideration. The balance of the aggregate
consideration ($15,200,000) is due on the fifth business day
following the effectiveness of the registration statement to be
filed by Lexicon Genetics Incorporated at the request of RCMLP
pursuant to certain registration rights assigned to RCMLP by the
Estate and the Foundation. See Item 6 for a further description
of these registration rights.
On July 10, 2003, Cogene LP purchased an aggregate of 1,000,000
shares of Common Stock from the Estate of Gordon A. Cain and The
Gordon and Mary Cain Foundation in private placements that were
exempt from registration under the Act. The shares of
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CUSIP NO. 528872 10 4 13D Page 8 of 10 Pages
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Common Stock acquired by Cogene LP were purchased for an
aggregate consideration of $4,750,000, or $4.75 per share. On
July 10, 2003, Cogene LP paid $950,000 of the aggregate
consideration. The balance of the aggregate consideration
($3,800,000) is due on the fifth business day following the
effectiveness of the registration statement to be filed by
Lexicon Genetics Incorporated at the request of Cogene LP
pursuant to certain registration rights assigned to Cogene LP by
the Estate and the Foundation. See Item 6 for a further
description of these registration rights.
(d) No other person has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of,
the shares of Common Stock covered by this Schedule 13D.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
On July 10, 2003, RCMLP and Cogene LP entered into stock purchase
agreements with the Estate and the Foundation to purchase an aggregate
of 5,000,000 shares of Common Stock. See Item 5(c) above for a further
description of these transactions. The stock purchase agreements
provide that if on or before February 1, 2004 a registration statement
to be filed by Lexicon Genetics Incorporated at the request of RCMLP
and Cogene LP pursuant to certain registration rights assigned to RCMLP
and Cogene LP is not declared effective by the Securities and Exchange
Commission or if RCMLP or Cogene LP have not paid the remaining
$15,200,000 or $3,800,000, respectively, of the purchase price for the
shares of Common Stock by February 1, 2004, RCMLP and Cogene will
transfer to the Estate and the Foundation the shares of Common Stock
that RCMLP and Cogene purchased from the Estate and the Foundation in
the July 10, 2003 transaction, and the Estate and the Foundation will
return to RCMLP and Cogene the $3,800,000 and $950,000 paid by RCMLP
and Cogene, respectively, on July 10, 2003 for these shares of Common
Stock. See Item 5(c) for a further description of the purchase price
payment obligations of RCMLP and Cogene LP. The stock purchase
agreements and amendments to those agreements are included in this
Schedule 13D filing as exhibits.
On May 7, 1998, Lexicon Genetics Incorporated entered into an Amended
and Restated Registration Rights Agreement (the "Registration Rights
Agreement") with certain holders of its securities, including the
Estate and the Foundation. In connection with the July 10, 2003 sale of
Common Stock described above, the Estate and the Foundation assigned,
pursuant to a letter agreement, all of their respective rights and
interests under the Registration Rights Agreement to RCMLP and Cogene
LP with respect to the 5,000,000 shares of Common Stock purchased. The
Registration Rights Agreement and letter agreement grant RCMLP and
Cogene LP certain demand and piggy back registration rights with
respect to the 5,000,000 shares of Common Stock purchased by RCMLP and
Cogene LP in the July 10, 2003 transaction. The Registration Rights
Agreement is filed as Exhibit 4.1 to Lexicon Genetics Incorporated's
Registration Statement on Form S-3 (Registration No. 333-67294).
All 4,250,000 shares of Common Stock beneficially owned by RCMLP and
the General Partner and 4,270,000 of the shares of Common Stock
beneficially owned by Robert C. McNair are subject to pledge agreements
(which contain standard default provisions) entered into with certain
brokerage firms in connection with margin loans made by those brokerage
firms in the ordinary course of business.
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CUSIP NO. 528872 10 4 13D Page 9 of 10 Pages
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 -- Agreement for joint filing pursuant to Rule 13d-1(k)(1) of
the Securities Act of 1934, as amended.
Exhibit 2 -- Stock Purchase Agreement, dated as of July 10, 2003, by and
among Estate of Gordon A. Cain, RCMLP and Cogene LP.
Exhibit 3 -- Stock Purchase Agreement Amendment No. 1, dated as of
July 15, 2003, by and among the Estate of Gordon A. Cain,
RCMLP and Cogene LP.
Exhibit 4 -- Stock Purchase Agreement, dated as of July 10, 2003, by and
among The Gordon and Mary Cain Foundation, RCMLP and Cogene
LP.
Exhibit 5 -- Stock Purchase Agreement Amendment No. 1, dated as of
July 15, 2003, by and among The Gordon and Mary Cain
Foundation, RCMLP and Cogene LP.
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CUSIP NO. 528872 10 4 13D Page 10 of 10 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
July 18, 2003
/s/ Robert C. McNair
-------------------------------
Robert C. McNair
RCM FINANCIAL SERVICES, L.P.
By: RCM Financial Services GP,
Inc., its General Partner
By: /s/ M. Robert Dussler
-------------------------------
Name: M. Robert Dussler
Title: Vice President
RCM FINANCIAL SERVICES GP, INC.
By: /s/ M. Robert Dussler
-------------------------------
Name: M. Robert Dussler
Title: Vice President
SCHEDULE I
The following sets forth the names and titles of the executive officers
of RCM Financial Services GP, Inc. The business address for each individual
identified below is c/o RCM Financial Services GP, Inc., 4400 Post Oak Parkway,
Suite 1400, Houston, Texas 77027. Each individual identified below is a citizen
of the United States. To the knowledge of the undersigned, during the last five
years, no individual identified below has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), and no such
person was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which he or she was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities law or finding
any violation with respect to such laws.
Philip J. Burguieres Vice Chairman
M. Robert Dussler Vice President
Scott Schwinger Vice President, Chief Financial
Officer and Treasurer
Suzie Thomas Vice President and Secretary
James M. Kendrigan Vice President
Becky Virtue Assistant Secretary
Sue Anna O'Hara Assistant Secretary
Helen Kinnamon Assistant Secretary
All other information required by Instruction C to Schedule 13D is
included in Item 2 through Item 6 of this Schedule 13D.
INDEX TO EXHIBITS
Exhibit
No. Description
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Exhibit 1 -- Agreement for joint filing pursuant to Rule 13d-1(k)(1) of
the Securities Act of 1934, as amended.
Exhibit 2 -- Stock Purchase Agreement, dated as of July 10, 2003, by and
among Estate of Gordon A. Cain, RCMLP and Cogene LP.
Exhibit 3 -- Stock Purchase Agreement Amendment No. 1, dated as of
July 15, 2003, by and among the Estate of Gordon A. Cain,
RCMLP and Cogene LP.
Exhibit 4 -- Stock Purchase Agreement, dated as of July 10, 2003, by and
among The Gordon and Mary Cain Foundation, RCMLP and Cogene
LP.
Exhibit 5 -- Stock Purchase Agreement Amendment No. 1, dated as of
July 15, 2003, by and among The Gordon and Mary Cain
Foundation, RCMLP and Cogene LP.