-----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, B/+Ix9vNe8QN5AiLZpdI455KzK9Uh7zzzBjqWRk6/ckdtg0S1ykmLCNR8g8BJ+4a 5rtdnAinmgR89jIQY3vr4w== 0000922423-98-001426.txt : 19981228 0000922423-98-001426.hdr.sgml : 19981228 ACCESSION NUMBER: 0000922423-98-001426 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981223 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COLUMBIA LABORATORIES INC CENTRAL INDEX KEY: 0000821995 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 592758596 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-40470 FILM NUMBER: 98774646 BUSINESS ADDRESS: STREET 1: 2665 S BAYSHORE DR PH 11-B CITY: MIAMI STATE: FL ZIP: 33133 BUSINESS PHONE: 305-860-16 MAIL ADDRESS: STREET 1: 2665 SOUTH BAYSHORE DRIVE PH 11-B CITY: MIAMI STATE: FL ZIP: 33133 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAMPBELL ANTHONY R CENTRAL INDEX KEY: 0001073308 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: TC MANAGEMENT STREET 2: 237 PARK AVE STE 800 CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128083444 SC 13D/A 1 SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FINAL AMENDMENT (AMENDMENT NO. 2) to SCHEDULE 13D Under the Securities Exchange Act of 1934 Columbia Laboratories, Inc. --------------------------- (Name of Issuer) Common Stock, $.01 par value ----------------------------- (Title of Class of Securities) 197779101 --------- (CUSIP Number) TC Management 237 Park Avenue, Suite 800 New York, New York 10017 (212) 808-3434 ----------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 18, 1998 ----------------- (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 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: |_| Schedule 13D CUSIP No. 197779101 - ------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Anthony R. Campbell - -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|X| * (b)|_| *Disclaimed - -------------------------------------------------------------------------------- 3) SEC USE ONLY - -------------------------------------------------------------------------------- 4) SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - -------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7) SOLE VOTING POWER 1,412,600 (See Item 5) NUMBER ---------------------------------------------------------- OF 8) SHARED VOTING POWER SHARES Not Applicable BENEFICIALLY ---------------------------------------------------------- OWNED BY 9) SOLE DISPOSITIVE POWER EACH 1,412,600 (See Item 5) REPORTING ---------------------------------------------------------- PERSON 10) SHARED DISPOSITIVE POWER WITH Not Applicable - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,412,600 (See Item 5) - -------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.9% - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON IN Schedule 13D ------------ Item 1 of the Schedule 13D, "Security and Issuer," is amended and restated in its entirety as follows: This Statement amends the Schedule 13D dated November 12, 1998, as amended by Amendment No. 1 filed on December 16, 1998 (the "Schedule 13D"), relating to the Common Stock, $.01 par value (the "Common Stock"), of Columbia Laboratories, Inc., a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 2875 Northeast 191st Street, Aventura, Florida, 33180. The filing of any Schedule 13D and amendments thereto does not constitute an admission that the Reporting Person is a member of a "group" for purposes of the Securities Exchange Act of 1934, as amended, or the rules promulgated thereunder or for any other purpose whatsoever. The Reporting Person expressly disclaims beneficial ownership of any Common Stock beneficially owned by any other persons. Item 2 (a) - (c) of the Schedule 13D, "Identity and Background," is amended to amend and restate the fifth paragraph thereof in its entirety as follows: An aggregate of 1,412,600 shares of Common Stock, representing approximately 4.9% of the shares of outstanding Common Stock, were beneficially owned by the Reporting Person, as of December 18, 1998. Item 3 of the Schedule 13D, "Source and Amount of Funds or Other Consideration," is amended and restated in its entirety as follows: As of December 18, 1998 the Reporting Person beneficially owned an aggregate of 1,412,600 shares of Common Stock, all of which were acquired on the open market over the course of time at then-current market prices for aggregate consideration of approximately $13,947,762. The costs of the purchases by the Campbell Entities were funded out of working capital, which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business. The costs of the purchases made by the Reporting Person as an individual were funded out of personal funds, which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business. Items 5 (a) and (c) of the Schedule 13D, "Interest in Securities of the Issuer," are amended and restated in their entirety as follows: (a) An aggregate of 1,412,600 shares of Common Stock, representing approximately 4.9% of the shares of outstanding Common Stock, were beneficially owned by the Reporting Person as of December 18, 1998. The following table sets forth the number of shares of Common Stock owned by the Campbell Entities as of December 14, 1998. Percentage of Campbell Shares of Outstanding Entity Common Stock Common Stock - ------ ------------ ------------ TC Management/1/ 1,382,600 4.8 Windsor LP 1,238,800 4.3 TC Managed Account 101,300 .4 Additionally, Mr. Campbell individually owns 42,500 shares of Common Stock, and a trust estate for the benefit of Mr. Campbell's children owns 30,000 shares of Common Stock (as to which Mr. Campbell disclaims beneficial ownership), representing an aggregate of approximately .3% of the outstanding Common Stock. The Reporting Person expressly disclaims beneficial ownership of any Common Stock beneficially owned by James J. Apostolakis, David Ray, Bernard Marden, Christopher Castroviejo, David Knott or any other person. (c) Except as set forth on Schedule I annexed hereto, the Reporting Person and the Campbell Entities have not effected any transactions in the Common Stock during the past 60 days. All such transactions were effected in the open market. - -------- /1/ TC Management, as general partner of Windsor LP and manager of the TC Managed Account, may be deemed to beneficially own the shares directly owned by Windsor LP and the TC Managed Account. 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. Dated: December 22, 1998 /s/ Anthony R. Campbell ----------------------- Name: Anthony R. Campbell SCHEDULE I TRANSACTIONS IN COMMON STOCK OF COLUMBIA LABORATORIES, INC. DURING THE PRECEDING 60 DAYS Shares Purchased by Windsor LP: Number of Shares Date Purchased Total Cost - ---- --------- ---------- 10/29/98 15,000 $49,675 10/30/98 16,800 56,715 11/2/98 40,000 148,081 11/10/98 11,500 58,330 Shares Sold by Windsor LP: Number of Shares Date Sold Total Cost - ---- ---- ---------- 12/18/98 60,000 $159,438 Shares Purchased by the TC Managed Account: Number of Shares Date Purchased Total Cost - ---- --------- ---------- 11/2/98 10,000 $37,289 -----END PRIVACY-ENHANCED MESSAGE-----