-----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, EiUKhmm9zFL1ePX81CHOglZnpx2I21RXIndO+8h8Bw3Cpc5pJfgw12zAUIF4QyON xdTJdk0DX7Zgkn2cXmw9jQ== 0000889812-98-000708.txt : 19980327 0000889812-98-000708.hdr.sgml : 19980327 ACCESSION NUMBER: 0000889812-98-000708 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980326 SROS: NASD GROUP MEMBERS: ALAN PATRICOF GROUP MEMBERS: PATRICOF & CO VENTURES INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CREATIVE BIOMOLECULES INC CENTRAL INDEX KEY: 0000857121 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 942786743 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-42517 FILM NUMBER: 98573472 BUSINESS ADDRESS: STREET 1: 45 S STREET CITY: HOPKINTON STATE: MA ZIP: 01748 BUSINESS PHONE: (508) 782-1100 MAIL ADDRESS: STREET 1: 45 SOUTH ST CITY: HOPKINTON STATE: MA ZIP: 01748 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PATRICOF & CO VENTURES INC CENTRAL INDEX KEY: 0000938219 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 132647531 STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 445 PARK AVENUE STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127536300 MAIL ADDRESS: STREET 1: 445 PARK AVENUE STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 BENEFICIAL OWNERSHIP STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Creative BioMolecules, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 225270107 (CUSIP Number) Alan Patricof Lawrence G. Goodman, Esq. Patricof & Co. Ventures, Inc. Shereff, Friedman, Hoffman & Goodman, LLP 445 Park Avenue 919 Third Avenue New York, New York 10022 New York, New York 10022 (212) 753-6300 (212) 758-9500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 25, 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 statement because of Rule 13d-1(b) (3) or (4), check the following: / /. 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 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 ("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). SCHEDULE 13D CUSIP No. 225270107 Page 2 of 7 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Patricof & Co. Ventures, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 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 York NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 157,785 REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 0 10 SHARED DISPOSITIVE POWER 157,785 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 157,785 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / N/A 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 2 of ___ SCHEDULE 13D CUSIP No. 225270107 Page 3 of 7 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Alan Patricof 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* PF, AF 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 NUMBER OF 7 SOLE VOTING POWER SHARES 45,878 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 157,785 REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 45,878 10 SHARED DISPOSITIVE POWER 157,785 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 203,663 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / N/A 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.6% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 2 of ___ Schedule 13D Creative BioMolecules, Inc. Item 1. Security and Issuer. This Statement on Schedule 13D is filed by Patricof & Co. Ventures, Inc. and Alan Patricof (collectively, the "Reporting Persons") and relates to the common stock, par value $.01 (the "Common Stock"), of Creative BioMolecules, Inc., a Delaware corporation (the "Company"), whose principal executive offices are located at 35 South Street, Hopkinton, Massachusetts 01748. The Reporting Persons previously were parties to a Statement on Schedule 13D filed May 21, 1993 by Patricof & Co. Ventures, Inc., Apax Partners & Co. Ventures Limited, Apax Partners & Cie Gestion and Apax Venture Capital Managers (Jersey) Limited, (the "Schedule 13D"), Amendment No. 1 to the Schedule 13D filed June 2, 1993 by Patricof & Co. Ventures, Inc., Apax Partners & Co. Ventures Limited, Apax Partners & Cie Gestion, Apax Venture Capital Managers (Jersey) Limited and APA Partners (collectively, the "Filing Entities"), Amendment No. 2 to the Schedule 13D filed July 10, 1993 by the Filing Entities, Amendment No. 3 to the Schedule 13D filed September 14, 1993 by the Filing Entities, Amendment No. 4 to the Schedule 13D filed September 29, 1993 by the Filing Entities, Amendment No. 5 to the Schedule 13D filed September 1, 1994 by the Filing Entities, Amendment No. 6 to the Schedule 13D filed January 26, 1995 by the Filing Entities and certain other persons, Amendment No. 7 to the Schedule 13D filed February 26, 1996 by the Filing Entities and certain other persons and Amendment No. 8 to the Schedule 13D filed March 20, 1997 by the Filing Entities and certain other persons. The Reporting Persons are no longer acting in concert with respect to the Common Stock with the other Filing Entities or other persons signatory to the Schedule 13D and are therefore filing this Statement on Schedule 13D without such other persons. Item 2. Identity and Background. (a), (b), (c) and (f). This statement is being filed by Patricof & Co. Ventures, Inc. ("Patricof") and Alan Patricof. In addition, Patricia Cloherty is sometimes referred to herein as the "Covered Person." Set forth below is certain information concerning the Reporting Persons: Name Business Address Citizenship - ---- ---------------- ----------- Patricof & Co. Ventures, Inc. 445 Park Avenue New York 11th Floor New York, New York 10022 Patricof is a corporation organized in New York and is the investment advisor to APA Excelsior Venture Capital Holdings (Jersey), Ltd. ("Excelsior Jersey"), which was organized in Jersey, Channel Islands to make venture capital investments. Alan Patricof's principal occupation is Chairman of the Board and Chief Executive Officer of Patricof and his business address is 445 Park Avenue, New York, New York 10022. See Item 5 for information regarding ownership of Common Stock. The executive officers and directors of Patricof are listed below. All of such persons are citizens of the United States unless otherwise indicated. Name Business Address Position ---- ---------------- -------- Alan Patricof 445 Park Avenue Co-Chairman of the Board 11th Floor New York, New York 10022 Patricia Cloherty 445 Park Avenue Co-Chairman of the Board 11th Floor New York, New York 10022 Maurice Tchenio 45 Avenue Kleber Director (citizen of France) Paris, France 75116 Ronald Cohen 15 Portland Place Director (citizen of Great Britain) London, W1N 3AA England Arthur Burach 445 Park Avenue Vice President - Finance 11th Floor New York, New York 10022 (d) and (e). During the past five years, none of the Reporting Persons or the other persons listed above has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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 laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. 2 The funds used to purchase Common Stock by Mr. Patricof were provided from the personal funds of Mr. Patricof. The funds used to purchase Common Stock by Excelsior Jersey were provided from the corporate funds of Excelsior Jersey. Item 4. Purpose of Transaction. Each of the entities managed or advised by the Reporting Persons and each of the Reporting Persons acquired its respective shares of Common Stock for investment purposes. Each of such persons may acquire or dispose of securities of the Company, including shares of Common Stock, directly or indirectly, in open-market or privately negotiated transactions, depending upon the evaluation of the performance and prospects of the Company by the Reporting Persons, and upon other developments and circumstances, including, but not limited to, general economic and business conditions and stock market conditions. Except for the foregoing and as disclosed below, no Reporting Person has any present plans or proposals which relate to or would result in any of the actions or events described in paragraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of Issuer. Except as specifically provided for herein, each of the Reporting Persons and Covered Persons disclaims beneficial ownership of the shares of Common Stock beneficially owned by any of the other Reporting Persons or the Covered Person. Patricof may be deemed to be the beneficial owner of 157,785 shares of Common Stock owned by Excelsior Jersey, which shares represent approximately 0.5% of the issued and outstanding Common Stock. Patricof is the investment advisor to Excelsior Jersey and, as such, may be deemed to have shared voting and dispositive power with respect to 157,785 shares of Common Stock. Alan Patricof may be deemed to be the beneficial owner of 157,785 shares of Common Stock owned by Excelsior Jersey and 45,878 shares of Common Stock owned personally, which shares represent approximately 0.5%, and 0.1%, of the issued and outstanding shares of Common Stock, respectively. Mr. Patricof has sole voting and dispositive power with respect to the 45,878 shares of Common Stock owned directly by him and, as the Chairman of the Board of Patricof, may be deemed to have shared voting and dispositive power with respect to 157,785 shares of Common Stock owned by Excelsior Jersey. Patricia Cloherty owns 30,429 shares of Common Stock directly. Ms. Cloherty has sole voting and dispositive power with respect to such shares. The percentage of beneficial ownership of the Reporting Persons is based on 33,326,395 outstanding shares of Common Stock of the Company on October 31, 1997 as 3 reported in the Company's Quarterly Report on Form 10-Q for the period ended September 30, 1997. All transactions in the Common Stock effected by the Reporting Persons or the Covered Persons during the past 60 days are set forth on Annex A hereto. All such transactions were open market sales. The Reporting Persons are no longer the beneficial owners of five percent (5%) or greater of the Common Stock. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of Issuer. None. Item 7. Materials to Be Filed as Exhibits. None. 4 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. Dated: March 25, 1998 Patricof & Co. Ventures, Inc. By: /s/ Alan Patricof Name: Alan Patricof Title: Co-Chairman of the Board 5 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. Dated: March 25, 1998 By: /s/ Alan Patricof Alan Patricof 6 ANNEX A Avg. Price Date Person Amount Per Share ------- ---------------- ------ ---------- 3/16/98 Excelsior Jersey 10,000 $10.625 3/18/98 Excelsior Jersey 30,000 10.6573 7 -----END PRIVACY-ENHANCED MESSAGE-----