-----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, PZyvBCpJeMcqC7cTpZXtCYtP2tPJPfRFzkeOac1awmaDcxuRo03RvMzVhc2rkl8O 8i50p+H6dvlPQ3QhfWsvUQ== 0000950152-96-005259.txt : 19961018 0000950152-96-005259.hdr.sgml : 19961018 ACCESSION NUMBER: 0000950152-96-005259 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19961017 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RIBOZYME PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000892112 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 341697351 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-47149 FILM NUMBER: 96644926 BUSINESS ADDRESS: STREET 1: 2950 WILDERNESS PLACE CITY: BOULDER STATE: CO ZIP: 80301 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MANN THOMAS A ET AL CENTRAL INDEX KEY: 0001025079 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 293336765 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 4920 COMMERCE PKWY CITY: WARRNSVILLE HEIGHTS STATE: OH ZIP: 44128 BUSINESS PHONE: 2162927922 MAIL ADDRESS: STREET 1: 4920 COMMERCE PARKWAY CITY: WARRENSVILLE HEIGHTS STATE: OH ZIP: 44128 SC 13D 1 RIBOZYME PHARMACEUTICALS/THOMAS MANN SCHEDULE 13D 1 Page 1 of 30 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20459 SCHEDULE 13D Under the Securities Exchange Act of 1934 (AMENDMENT NO. __) RIBOZYME PHARMACEUTICALS, INC. (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE PER SHARE (Title of Class of Securities) 76256710-5 (CUSIP Number of Class of Securities) Thomas A. Mann 4920 Commerce Parkway Warrensville Heights, OH 44128 with a copy to: Warren Goldenberg, Esq. 3300 BP America Bldg. 200 Public Square Cleveland, Ohio 44114 (216) 621-0150 (Name, address and telephone number of persons authorized to receive notices and communications on behalf of person(s) filing statement) OCTOBER 7, 1996 (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-l(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting 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 such class.) (See Rule 13d-7. ) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this fore 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 ("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). (Continued on following page(s)) Page 1 of 30 Pages Exhibit Index on Page 20 2 Page 2 of 30
CUSIP No. 76256710-5 - ----------------------------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF REPORTING PERSON THOMAS A. MANN -- SSN# ###-##-#### - ----------------------------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ X] (b) [ ] - ----------------------------------------------------------------------------------------------------- 3. SEC USE ONLY - ----------------------------------------------------------------------------------------------------- 4. SOURCE OF FUNDS OO - ----------------------------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. - ----------------------------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF SHARES BENEFICIALLY 403,514 OWNED BY EACH ----------------------------------------------------------------- REPORTING PERSON 8. SHARED VOTING POWER WITH -0- ----------------------------------------------------------------- 9. SOLE DISPOSITIVE POWER 403,514 ----------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER -0- - ----------------------------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 403,514 - ----------------------------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ----------------------------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9% - ----------------------------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IN - -----------------------------------------------------------------------------------------------------
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CUSIP No. 76256710-5 - ----------------------------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF REPORTING PERSON ROBERT A. MANN -- SSN# ###-##-#### - ----------------------------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ X] (b) [ ] - ----------------------------------------------------------------------------------------------------- 3. SEC USE ONLY - ----------------------------------------------------------------------------------------------------- 4. SOURCE OF FUNDS OO - ----------------------------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. - ----------------------------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF SHARES 108,062 BENEFICIALLY OWNED BY EACH ----------------------------------------------------------------- REPORTING PERSON 8. SHARED VOTING POWER WITH -0- ----------------------------------------------------------------- 9. SOLE DISPOSITIVE POWER 108,062 ----------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER -0- - ----------------------------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 108,062 - ----------------------------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ----------------------------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6% - ----------------------------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IN - -----------------------------------------------------------------------------------------------------
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Page 4 of 30 - ---------------------------------------------------------------------------------------------------- CUSIP No. 76256710-5 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF REPORTING PERSON A.P. VENTURE I CORP. -- EIN# 25-1540691 - ---------------------------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ X] (b) [ ] - ---------------------------------------------------------------------------------------------------- 3. SEC USE ONLY - ---------------------------------------------------------------------------------------------------- 4. SOURCE OF FUNDS OO - ---------------------------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ---------------------------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ---------------------------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF SHARES 153,789 BENEFICIALLY OWNED BY EACH ---------------------------------------------------------------- REPORTING PERSON 8. SHARED VOTING POWER WITH -0- ---------------------------------------------------------------- 9. SOLE DISPOSITIVE POWER 153,789 ---------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER -0- - ---------------------------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 153,789 - ---------------------------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ----------------------------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2% - ---------------------------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - ----------------------------------------------------------------------------------------------------
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CUSIP No. 76256710-5 - ---------------------------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF REPORTING PERSON AMHERST COLLEGE -- TAX ID# 04-2103542 - ---------------------------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ X] (b) [ ] - ---------------------------------------------------------------------------------------------------- 3. SEC USE ONLY - ---------------------------------------------------------------------------------------------------- 4. SOURCE OF FUNDS OO - ---------------------------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION MASSACHUSETTS - ---------------------------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF SHARES 19,224 BENEFICIALLY OWNED BY EACH ---------------------------------------------------------------- REPORTING PERSON 8. SHARED VOTING POWER WITH -0- ---------------------------------------------------------------- 9. SOLE DISPOSITIVE POWER 19,224 ---------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER -0- - ---------------------------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,224 - ---------------------------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ----------------------------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.3% - ---------------------------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - ----------------------------------------------------------------------------------------------------
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CUSIP No. 76256710-5 - ---------------------------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF REPORTING PERSON SOLWAY INVESTMENTS LIMITED -- TAX ID#: N/A - ---------------------------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ X] (b) [ ] - ----------------------------------------------------------------------------------------------------- 3. SEC USE ONLY - ---------------------------------------------------------------------------------------------------- 4. SOURCE OF FUNDS OO - ---------------------------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION BRITISH VIRGIN ISLANDS - ---------------------------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF SHARES 16,997 BENEFICIALLY OWNED BY EACH ---------------------------------------------------------------- REPORTING PERSON 8. SHARED VOTING POWER WITH -0- ---------------------------------------------------------------- 9. SOLE DISPOSITIVE POWER 16,997 ---------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER -0- - ---------------------------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,997 - ---------------------------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ----------------------------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2% - ---------------------------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - ----------------------------------------------------------------------------------------------------
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CUSIP No. 76256710-5 - ---------------------------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF REPORTING PERSON PINE STREET PARTNERS II -- TAX ID# 22-3085234 - ---------------------------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ X] (b) [ ] - ----------------------------------------------------------------------------------------------------- 3. SEC USE ONLY - ---------------------------------------------------------------------------------------------------- 4. SOURCE OF FUNDS OO - ---------------------------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ---------------------------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION NEW JERSEY - ---------------------------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF SHARES 16,997 BENEFICIALLY OWNED BY EACH ---------------------------------------------------------------- REPORTING PERSON 8. SHARED VOTING POWER WITH -0- ---------------------------------------------------------------- 9. SOLE DISPOSITIVE POWER 16,997 ---------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER -0- - ---------------------------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,997 - ---------------------------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ----------------------------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2% - ---------------------------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON PN - ----------------------------------------------------------------------------------------------------
8 Page 8 of 30 SCHEDULE 13D This statement on Schedule 13D is filed on behalf of Thomas A. Mann, Robert A. Mann, AP Venture I Corp., a Delaware corporation ("APVI"), the Trustees of Amherst College, a Massachusetts non-profit corporation ("Amherst College"), Solway Investments Limited, a British Virgin Islands corporation ("Solway") and Pine Street Partners II, a New Jersey general partnership (the "Partnership") (all of the foregoing persons and entities are hereinafter referred to jointly as the "Reporting Persons"). This statement on Schedule 13D is filed on behalf of the Reporting Persons relative to transactions in certain common stock, $0.01 par value per share (the "Common Stock"), issued by Ribozyme Pharmaceuticals, Inc., a corporation organized under the laws of the State of Delaware (the "Issuer"). Pursuant to General Instruction C of Schedule 13D, the information called for by Items 2-6, inclusive, of Schedule 13D has been given with respect to each partner of the Partnership and each person controlling such partner and with respect to APVI and Solway, each (i) executive officer and director of such corporation, (ii) person controlling such corporation, and (iii) each executive officer and director of any corporation or other person ultimately in control of such corporation. ITEM 1. SECURITY AND ISSUER. Security: Common Stock, $0.01 par value per share (CUSIP No. 76256710-5) Issuer: Ribozyme Pharmaceuticals, Inc. 2950 Wilderness Place Boulder, Colorado 80301 ITEM 2. IDENTITY AND BACKGROUND. The identity and background of the Reporting Persons are as follows: (1) Thomas A. Mann is an individual and a citizen of the United States, with a principal business address of 4920 Commerce Parkway, Warrensville Heights, Ohio 44128. Mr. Mann is a consultant for TAM, Inc., with a principal business at 4920 Commerce Parkway, Warrensville Heights, Ohio 44128. (2) Robert A. Mann is an individual and a citizen of the United States, with a principal business address of 26300 Cedar Road, Beachwood, Ohio 44122. Mr. Mann is the president of Mann, Inc., which operates a retail jewelry store with a principal business address of 26300 Cedar Road, Beachwood, Ohio 44122. (3) A.P. Venture I Corp. is a corporation organized under the laws of the state of Delaware engaged in the business of making venture capital investments. Its principal office and place of business is 919 Market Street, Second Floor, Wilmington, DE 19801. 9 Page 9 of 30 (4) Amherst College is a non-profit corporation organized under the laws of the Commonwealth of Massachusetts which operates Amherst College. Its principal business address is Amherst College, Treasurer's Office, Box 2203, P.O. Box 5000, Amherst Massachusetts, 01002-5000 and its principal office is located at College Hall, Corner of Route 9 and Route 116, Amherst, Massachusetts, 01002. (5) Solway Investments Ltd. is a British Virgin Islands corporation formed for the purpose of investing in securities. The address of its principal business and principal office are Tropic Isle Building, P.O. Box 438 Road Town, British Virgin Islands. (6) Pine Street Partners II is a New Jersey partnership. The address of the partnership's principal business and principal office are c/o Vicki S. Abrams, 34 Devon Road, Essex Fells, NJ 07021. * * * * * APVI is a wholly owned subsidiary of Ampco-Pittsburgh Corp., a Pennsylvania corporation ("AP"). The executive officers of APVI are: Louis Berkman (Chairman); Robert A. Paul (President and Chief Executive Officer); Ernest G. Siddons (Executive Vice President and Chief Operating Officer); Robert J. Reilly (Treasurer and Controller); Robert F. Schultz (Vice President-Industrial Relations and Senior Counsel); Rose Hoover (Secretary). The directors of APVI are: Messrs. Berkman, Paul, Siddons and Reilly, Ms. Hoover, Ingrid H. Schaut and Sandy McKenna. The executive officers of AP are: Louis Berkman (Chairman); Robert A. Paul (President and Chief Executive Officer); Ernest G. Siddons (Executive Vice President and Chief Operating Officer); Robert J. Reilly (Treasurer and Controller) Robert F. Schultz (Vice President Industrial Relations and Senior Counsel) and Rose Hoover (Secretary). The directors of AP are: Messrs. Berkman, Paul and Siddons, William D. Eberle, Alvin G. Keller, Carl H. Pforzheimer, III and Leonard M. Carroll. The executive officers of Solway are: Bob Bernard, Andre' Wilwert and Andre de Pfyffer and its directors are F.M.C. Limited and S.C.S. Limited. The General Partners of the Partnership are: William D. Berghold, Joanne M. Berghold, Vicki S. Abrams and Lab Partners, a Connecticut general partnership whose general partners are Judith Evans, Ralph Evans, Andrew Evans and Lauren Evans. The Trustees of Amherst College (the "Trustees") are: Karl F. Austen, Kenneth H. Bacon, Michele Y. Dietch, Rosanne M. Haggerty, Amos B. Hostetter, Jr., Thai-Hi T. Lee, Charles A. Lewis, Mary P. McPherson, Peter A. Nadosy, Mark J. Sandler, H. Axel Schupf, William L. Snyder, III, Richard R. Spies, Louis B. Thalheimer, John I. Williams, Jr., Philip S. Winterer, David S. Wolff, Kimba M. Wood and Jide J. Zeitlin. The executive officers of Amherst College are: Charles R. Longsworth (Chairman), Tom Gerety (President of the College), Susan Pikor (Secretary) and Sharon G. Siegel (Treasurer). The executive officers and directors of APVI, AP and Solway, the General Partners of the Partnership and the Trustees are sometimes collectively referred to herein as the "Related Parties." 10 Page 10 of 30 * * * * * During the last five years, none of the persons and entities identified in this Item 2 have been either (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that either resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. None of the Reporting Persons has acquired any securities of the Issuer in connection with this filing. Each of the Reporting Persons (or their predecessors in interest) was a shareholder in Bio Holdings, Inc., an Ohio corporation ("BHI") which was formed for the purpose of holding shares in the Issuer upon its incorporation in 1992. Immediately prior to the closing of the Issuer's initial public offering of the Common Stock, pursuant to certain rights granted in the Stockholders' Agreement dated February 7, 1992 between the Issuer, BHI and certain investors (including each of the Reporting Persons, except for Solway which acquired shares from Holcan, Ltd. by merger and Amherst College, which acquired its shares by gift from a former BHI shareholder), the shareholders of BHI received 778,002 shares in exchange of their shares of BHI stock. No additional consideration was paid by the BHI shareholders to effect this exchange. Except as otherwise indicated in this Schedule 13D, none of the Related Parties, considered individually, owns beneficially any shares of Common Stock. However, the Related Parties may, by virtue of their respective positions with the Reporting Persons, may be deemed to own beneficially (as that terms is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) the shares of Common Stock reported as owned beneficially by the Reporting Person to which such Related Party is related. ITEM 4. PURPOSE OF TRANSACTION. The original purpose of the acquisition of the securities of the Issuer by the Reporting Persons was for investment. The shares of Common Stock held by the Reporting Persons were subject to an Agreement Not to Sell Shares dated April 9, 1996 with Montgomery Securities, Inc., which expired October 9, 1996. The purpose of this filing is to permit the Reporting Persons to coordinate possible sales of all or some portion of their shares of the Common Stock. * * * * * Except as described in this Item 4, none of the Reporting Persons presently have any plans or proposals which relate to or would result in either (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, (such as a merger, reorganization or liquidation), involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer (including any plans or proposals to change the number or term of directors or to fill any existing vacancies in the board of the Issuer); (e) any material change in 11 Page 11 of 30 the present capitalization or dividend policy of the Issuer; (f) any material change in the business or corporate structure of the Issuer; (g) any changes in the charter or bylaws (or instruments corresponding thereto) of the Issuer or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer 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; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated in this paragraph. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (The number of issued and outstanding shares of Common Stock upon which the various percentages set forth in this amended statement on Schedule 13D are based does not include any outstanding securities convertible into Common Stock or any shares of Common Stock subject to any outstanding options.) (a) (i) Thomas A. Mann is the beneficial owner of 403,514 shares of Common Stock, which constitute 5.9% of the 6,869,772 shares of Common Stock issued and outstanding as of October 11, 1996. (ii) Robert A. Mann is the beneficial owner of 108,062 shares of Common Stock, which constitute 1.6% of the 6,869,772 shares of Common Stock issued and outstanding as of October 11, 1996. (iii) APVI is the beneficial owner of 153,789 shares of Common Stock, which constitute 2.2% of the 6,869,772 shares of Common Stock issued and outstanding as of October 11, 1996. (iv) Amherst College is the beneficial owner of 19,224 shares of Common Stock, which constitute 0.3% of the 6,869,772 shares of Common Stock issued and outstanding as of October 11, 1996. (v) Solway is the beneficial owner of 16,997 shares of Common Stock, which constitute 0.2% of the 6,869,772 shares of Common Stock issued and outstanding as of October 11, 1996. (vi) The Partnership is the beneficial owner of 16,997 shares of Common Stock, which constitute 0.2% of the 6,869,772 shares of Common Stock issued and outstanding as of October 11, 1996. None of the Related Parties, considered individually, owns beneficially any shares of Common Stock. However, the Related Parties may, by virtue of their respective positions with the Reporting Persons, may be deemed to own beneficially (as that terms is defined in Rule 13d- 3 of the Securities Exchange Act of 1934, as amended) the shares of Common Stock reported as owned beneficially by the Reporting Person to which such Related Party is related. * * * * 12 Page 12 of 30 (b) Each of the Reporting Persons has the sole power to vote or to direct the voting of, all of the shares of Common Stock reported as owned beneficially by them, respectively, in response to subsection (a) of this Item 5. Each of the Reporting Persons has the sole power to dispose of, or to direct the disposition of, all of the shares of Common Stock reported as owned beneficially by them, respectively, in response to subsection (a) of this Item 5. None of the Related Parties, considered individually, has the sole power to vote or to direct the voting of, or the sole power to dispose of or to direct the disposition of, any shares of Common Stock. However, such Related Parties (jointly and severally in the case of the General Partners), by virtue of their respective positions with the Reporting Persons, have the power to vote or to direct the voting of, or the power to dispose of or to direct the disposition of, the shares of Common Stock reported as owned beneficially by the Reporting Person to which such Related Party is related. * * * * (c) It is believed that none of the Reporting Persons, the General Partners or the Trustee have personally effected any transactions in the Common Stock in the last 60 days * * * * (d) Each of the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, and the proceeds from the sale of, all of the shares of Common Stock reported as owned beneficially by it, respectively, in the response to subsection (a) of this Item 5. None of the Related Parties, considered individually, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock. However, the Related Parties (jointly and severally in the case of the General Partners), by virtue of their respective positions with the Reporting Persons, have the right to receive or the power to direct the receipt of dividends from, and proceeds from the sale of, the shares of Common Stock reported as owned beneficially by the Reporting Person to which such Related Party is related. * * * * 13 Page 13 of 30 (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Except for the contracts, arrangements, understandings and relationships described in this Item 6, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise), either (a) among the persons and entities identified in Item 2 or (b) between any of the persons and entities identified in Item 2 or any other persons or entities with respect to any securities of the Issuer (including but not limited to, transfer or voting of any of the securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profit or loss, or the giving or withholding of proxies). There is no contract among the Reporting Persons requiring them to sell shares in the Issuer. The Reporting Persons are bound by the terms of the Master Shareholder Agreement which provides that none of the Reporting Persons may transfer more than 25% of their shares without the prior written consent of Thomas A. Mann. Additionally, pursuant to the terms of that certain Stock Purchase Agreement dated as of February 7, 1992 among the Issuer, BHI and certain investors (including each of the Reporting Persons except for Solway and Amherst College as noted in response to Item 3 of this Schedule 13D.) and that certain Stock Purchase Agreement dated June 28, 1995 among the Issuer and certain investors (including each of the Reporting Persons except Solway and Amherst College as noted in response to Item 3 of this Schedule 13D), Issuer has granted demand and piggyback registration rights to each of the Reporting Persons. ITEM 7. MATERIAL FILED AS EXHIBITS. Exhibit 1. Joint Filing Agreement among the Reporting Persons. Exhibit 2. Master Shareholder Agreement dated February 7, 1992 among Thomas A. Mann, A.P. Venture I. Corp., H. Axel Schupf, Holcan, Ltd. and Pine Street Partners II. Exhibit 3. Stock Purchase Agreement dated as of February 7, 1992 among the Issuer, BHI and certain investors. (Exhibit 10.9 to Registration Statement on Form SB-2, File No.333-1908-D (the "Registration Statement"), incorporated herein by reference). Exhibit 4. Stock Purchase Agreement dated as of June 28, 1995 among the Issuer and certain investors (Exhibit 10.16 to the Registration Statement, incorporated herein by reference). 14 Page 14 of 30 SCHEDULE 13D SIGNATURE PAGE After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. DATED: October 16, 1996 /s/ Thomas A. Mann ------------------------------ Thomas A. Mann, individually 15 Page 15 of 30 SCHEDULE 13D SIGNATURE PAGE After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. DATED: October 16, 1996 /s/ Robert A. Mann ----------------------------- Robert A. Mann, individually 16 Page 16 of 30 SCHEDULE 13D SIGNATURE PAGE After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. DATED: October 16, 1996 A.P. VENTURE I. CORP. By: /s/ Robert Paul -------------------------- Robert Paul, President 17 Page 17 of 30 SCHEDULE 13D SIGNATURE PAGE After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. DATED: October 16, 1996 TRUSTEES OF AMHERST COLLEGE By: /s/ Sharon G. Siegel --------------------------- Sharon G. Siegel, Treasurer 18 Page 18 of 30 SCHEDULE 13D SIGNATURE PAGE After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. DATED: October 16, 1996 SOLWAY INVESTMENTS LIMITED By: /s/ Bob Bernard --------------------------------- Its: Agent -------------------------------- 19 Page 19 of 30 SCHEDULE 13D SIGNATURE PAGE After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. DATED: October 16, 1996 PINE STREET PARTNERS II By: LAB PARTNERS, general partner By: /s/ Ralph Evans --------------------------- Ralph Evans, general partner 20 Page 20 of 30 EXHIBIT INDEX -------------
Exhibit Description Page - ------- ----------- ---- Exhibit 1. Joint Filing Agreement among the Reporting Persons. 21 Exhibit 2. Master Shareholder Agreement dated February 7, 1992 among 24 Thomas A. Mann, A.P. Venture I. Corp., H. Axel Schupf, Holcan, Ltd. and Pine Street Partners II. Exhibit 3. Stock Purchase Agreement dated as of February 7, 1992 among the * Issuer, BHI and certain investors. (Exhibit 10.9 to Registration Statement on Form SB-2, File No. 333-1908-D (the "Registration Statement"), incorporated herein by reference). Exhibit 4. Stock Purchase Agreement dated as of June 28, 1995 among the Issuer and certain investors (Exhibit 10.16 to the Registration Statement, incorporated herein by reference). * * Incorporated by reference as noted herein
EX-1 2 EXHIBIT 1 1 Page 21 of 30 EXHIBIT 1 2 Page 22 of 30 CONFORMED COPY SCHEDULE 13D JOINT FILING AGREEMENT THIS JOINT FILING AGREEMENT (the "Agreement") made as of the 16th day of October, 1996, by and among the persons and entities identified on the attached Exhibit A. W I T N E S S E T H: For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned hereby agree (i) that the statement on Schedule 13D dated October 16, 1996 (the "Statement"), pertaining to the common stock, $0.01 par value per share, of Ribozyme Pharmaceuticals, Inc. (the "Common Stock") was filed on behalf of each and all of the undersigned (ii) that until further notice, all subsequent amendments to the Statement are filed on behalf of each and all of the undersigned; (iii) that each of the undersigned will provide written notice to Thomas A. Mann of any sales of the Common Stock; (iv) that any party to this Agreement may terminate its participation in the matters contemplated herein by delivery of written notice to Thomas A. Mann; (v) that Thomas A. Mann shall be the person authorized to receive any notices and communications with respect to such Schedule 13D and any amendments thereto; and (vi) that this Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 3 Page 23 of 30 IN WITNESS WHEREOF, this Agreement has been executed by or on behalf of each of the undersigned as of the 16th day of October, 1996. /s/ Thomas A. Mann ---------------------------------- Thomas A. Mann /s/ Robert A. Mann ---------------------------------- Robert A. Mann A.P. VENTURE I. CORP. By: /s/ Robert A. Paul -------------------------------- Robert A. Paul, President TRUSTEES OF AMHERST COLLEGE By: /s/ Sharon G. Siegel -------------------------------- Sharon G. Siegel, Treasurer SOLWAY INVESTMENTS LIMITED By: /s/ Bob Bernard -------------------------------- Bob Bernard, Agent PINE STREET PARTNERS II By: LAB PARTNERS, general partner By: /s/ Ralph Evans ------------------------ Ralph Evans, general partner EX-2 3 EXHIBIT 2 1 Page 24 of 30 EXHIBIT 2 --------- 2 Page 25 of 30 MASTER SHAREHOLDER AGREEMENT ---------------------------- This MASTER SHAREHOLDER AGREEMENT, made at Cleveland, Ohio this 7th day of February, 1992, by and among Thomas A. Mann ("Thomas"), Robert A. Mann ("Robert"), A.P. Venture I Corp., a Delaware corporation ("AP"), H. Axel Schupf ("Schupf"), Holcan Ltd. ("Holcan") and Pine Street Partners II ("PSP") (Thomas, Robert, AP, Schupf, Holcan and PSP being referred to herein collectively as the "Principal Shareholders," and individually as a "Principal Shareholder"). WITNESSETH; That, ----------------- WHEREAS, the capital stock of Bio Holdings, Inc., an Ohio corporation (the "Corporation"), consists of shares of Class A common stock without par value (the "Class A Shares") and shares of Class B common stock without par value (the "Class B Shares"). The term "Common Stock" shall mean all of the Class A shares and Class B shares from time to time outstanding, but shall not include any treasury shares of the Corporation. WHEREAS, the Principal Shareholders have subscribed for all the Class A shares and more than 90% of the Class B shares to be issued in connection with the initial capitalization of the Corporation. WHEREAS, the Corporation intends to invest in the common stock of Ribozyme Pharmaceuticals, Inc. ("RPI"), a Delaware corporation to be formed for the purpose of conducting a research and development program to commercialize ribozyme technology. NOW THEREFORE, in consideration of the mutual promises herein contained, the parties agree as follows: 1. Potential Merger into RPI. -------------------------- The parties acknowledge that if RPI is successful, at some time in the future it may be desirable to merge the Corporation into RPI, with RPI being the surviving corporation. 3 Page 26 of 30 The parties agree that if fifty percent (50%) of the Class A shares is voted in favor of such a merger or other form of corporate reorganization having substantially the same effect (the "Merger"), then the parties hereto will be bound by such vote, will tender all of their Common Stock pursuant to the terms of the Merger and will waive any dissenter's rights with respect thereto. 2. Disposition of Shares. ---------------------- The parties understand that under current federal income tax law, if the Merger is to qualify as a tax free reorganization, there must be a continuity of interest with respect to the ownership of the shares of the surviving corporation. With such understanding in mind, each of the Principal Shareholders agrees that for a period of three years following the Merger (the "Three Year Period"), such Principal Shareholder will not dispose of more than 25% of the shares of stock it may receive in the Merger (the "25% Limit"), without giving at least 45 days advance written notice to all the other Principal Shareholders of the number of shares such Principal Shareholder (the "Selling Shareholder") proposes to dispose of, the number of shares it has disposed of previously, and the reasons for its proposed disposition. Within 15 days of the giving of such notice, each of the other Principal Shareholders shall give written notice to Thomas of its intention to dispose (within the remainder of the Three Year period) of shares of stock it shall have received in the Merger. Following the receipt of all such notices and such additional information as he shall reasonably require, Thomas shall consult with competent tax counsel. In the event such competent tax counsel shall advise Thomas that the proposed disposition of shares (including the proposed disposition of shares by the other Principal Shareholders) may jeopardize the tax free nature of the Merger, none of the Selling Shareholders or the other Principal Shareholders will dispose of any shares in excess of the 25% Limit, unless and until such competent tax counsel advises that the proposed disposition will not jeopardize 4 Page 27 of 30 the tax free nature of the Merger. All the Principal Shareholders will confer and reasonably cooperate with each other toward the end that the tax free nature of the merger shall not be jeopardized. The fees and expenses of such competent tax counsel shall be borne by the Principal Shareholders in relation to the number of shares of which they advise Thomas they intend to dispose. 3. Future Actions. --------------- The parties acknowledge that the Board of Directors of the Corporation may consider the issuance of Class A Shares and/or Class B Shares up to an aggregate of an additional 8% of the outstanding stock of the Corporation, or options therefor, to certain persons. Such shares may be offered or be the subject of options at purchase prices that are less than the amount per share paid by the parties or their Class A and Class B shares and to such persons and upon such other terms as are determined hereafter by the Board of Directors. Under no circumstances shall any such stock be issued or options granted to any such person without the approval of the Board of Directors. If shareholder approval is required for the authorization of additional shares of the Corporation's stock for such purpose and/or for the issuance of such stock or grant of options therefor to such persons, the parties agree to vote their Class A Shares in favor thereof. 4. Agent for the Schupf Group. -------------------------- Schupf, Holcan and PSP constitute the Members of the Schupf Group. Each Member of the Schupf Group hereby irrevocably appoints Schupf his or its agent to act for and on behalf of it, with full power and authority to perform all obligations, to exercise all rights and to take any and all action in the name of and on behalf of such Member of the Schupf Group as may be permitted or required hereunder, including without limitation receiving and accepting delivery of any notices required to be delivered hereunder. 5 Page 28 of 30 5. Notices. -------- All notices, requests, demands and other communications hereunder shall be in writing and shall be given either by personal delivery and a receipt obtained therefor or by United States mail duly certified or registered, return receipt requested, or by delivery by a recognized air courier providing receipt, with postage or fee prepaid and addressed as follows: To Thomas: Thomas A. Mann 80 Quail Hollow Drive Chagrin Falls, Ohio 44022 With a copy to: Richard A. Zellner, Esq. Hahn Loeser & Parks 3300 BP America Building 200 Public Square Cleveland, Ohio 44114-2301 To Robert: Robert A. Mann 22200 Shaker Boulevard Shaker Heights, Ohio 44122 To AP: AP Venture I Corp. 2625 Concord Pike Wilmington, Delaware 19803 Attention: Marshall L. Berkman With a copy to: Judith R. Thoyer, Esq. Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, New York 10019 To the Schupf Group: H. Axel Schupf 101 East 52nd Street New York, New York 10022 With a copy to: Charles Mederrick Wachtell, Lipton, Rosen & Katz 299 Park Avenue New York, New York 10174 Any party may, from time to time, by written notice to the other parties in the manner herein specified, designated a different address or representative to receive notice. 6 Page 29 of 30 6. Further Assurances. ------------------- The parties will, upon the request of any party, execute, deliver and/or furnish all documents, instruments and writings and do or cause to be done all acts, deeds or things which may be reasonably necessary or convenient to carry out the provisions, purposes and intent of this Agreement. 7. General Provisions. ------------------- This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings of the parties in connection herewith. Except as herein specified, no supplement, modification or termination of this Agreement shall be binding unless executed in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. All terms and conditions of this Agreement shall bind and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns, except as otherwise provided herein. The subject headings contained in this Agreement are included for purposes of convenience only and shall not affect the construction or interpretation of any of the provisions of this Agreement. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one instrument. This Agreement shall be interpreted in accordance with and governed by the laws of the State of Ohio. 7 Page 30 of 30 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written. /s/ Thomas A. Mann ------------------- THOMAS A. MANN /s/ Robert A. Mann ------------------ ROBERT A. MANN AP VENTURE I CORP. By /s/ Marshall Berkman, Chairman ------------------------------- /s/ H. Axel Schupf ------------------ H. AXEL SCHUPF HOLCAN LTD. By /s/ Robert Steinbach -------------------- PINE STREET PARTNERS II By /s/ William D. Berghold ----------------------- -----END PRIVACY-ENHANCED MESSAGE-----