SC 13D/A 1 sc0288.htm AMENDMENT NO. 6 AMENDMENT 5
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*


Cellegy Pharmaceuticals, Inc.
(Name of Issuer)

Common Stock, no par value
(Title of Class of Securities)

15115L 10 3
(CUSIP Number)

Barry L. Bloom
655 Madison Avenue, 8th Floor
New York, NY 10021
(212) 521-2930
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 19, 2003
(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 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 (the “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).



Page 1 of 12 Pages


SCHEDULE 13D
   
CUSIP No.   15115L 10 3      Page   2    of   12   Pages
  
1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

     Andrew H. Tisch
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  [   ]
(b)  [X]
3 SEC USE ONLY
  
4 SOURCE OF FUNDS (See Instructions)

     PF
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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 SOLE VOTING POWER

     -0-
8 SHARED VOTING POWER

     2,085,243
9 SOLE DISPOSITIVE POWER

     -0-
10 SHARED DISPOSITIVE POWER

     2,085,243
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     2,085,243
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [   ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     10.4%
14 TYPE OF REPORTING PERSON (See Instructions)
     IN

SCHEDULE 13D
   
CUSIP No.   15115L 10 3      Page   3    of   12   Pages
  
1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

     Daniel R. Tisch
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  [   ]
(b)  [X]
3 SEC USE ONLY
  
4 SOURCE OF FUNDS (See Instructions)

     PF
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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 SOLE VOTING POWER

     -0-
8 SHARED VOTING POWER

     2,085,243
9 SOLE DISPOSITIVE POWER

     -0-
10 SHARED DISPOSITIVE POWER

     2,085,243
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     2,085,243
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [   ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     10.4%
14 TYPE OF REPORTING PERSON (See Instructions)
     IN

SCHEDULE 13D
   
CUSIP No.   15115L 10 3      Page   4    of   12   Pages
  
1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

     James S. Tisch
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  [   ]
(b)  [X]
3 SEC USE ONLY
  
4 SOURCE OF FUNDS (See Instructions)

     PF
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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 SOLE VOTING POWER

     -0-
8 SHARED VOTING POWER

     2,104,443
9 SOLE DISPOSITIVE POWER

     -0-
10 SHARED DISPOSITIVE POWER

     2,104,443
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     2,104,443
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [   ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     10.5%
14 TYPE OF REPORTING PERSON (See Instructions)
     IN

SCHEDULE 13D
   
CUSIP No.   15115L 10 3      Page   5    of   12   Pages
  
1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

     Thomas J. Tisch
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  [   ]
(b)  [X]
3 SEC USE ONLY
  
4 SOURCE OF FUNDS (See Instructions)

     PF
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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 SOLE VOTING POWER

     -0-
8 SHARED VOTING POWER

     2,132,943
9 SOLE DISPOSITIVE POWER

     -0-
10 SHARED DISPOSITIVE POWER

     2,132,943
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     2,132,943
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [   ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     10.7%
14 TYPE OF REPORTING PERSON (See Instructions)
     IN

SCHEDULE 13D
   
CUSIP No.   15115L 10 3      Page   6    of   12   Pages
  
1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

     Felix J. Baker
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  [   ]
(b)  [X]
3 SEC USE ONLY
  
4 SOURCE OF FUNDS (See Instructions)

     PF
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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 SOLE VOTING POWER

     -0-
8 SHARED VOTING POWER

     13,600
9 SOLE DISPOSITIVE POWER

     -0-
10 SHARED DISPOSITIVE POWER

     13,600
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     13,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [   ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     0.1%
14 TYPE OF REPORTING PERSON (See Instructions)
     IN

SCHEDULE 13D
   
CUSIP No.   15115L 10 3      Page   7    of   12   Pages
  
1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

     Julian C. Baker
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  [   ]
(b)  [X]
3 SEC USE ONLY
  
4 SOURCE OF FUNDS (See Instructions)

     PF
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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 SOLE VOTING POWER

     -0-
8 SHARED VOTING POWER

     13,600
9 SOLE DISPOSITIVE POWER

     25,757
10 SHARED DISPOSITIVE POWER

     13,600
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     13,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [   ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     0.1%
14 TYPE OF REPORTING PERSON (See Instructions)
     IN

             This Amendment No. 6 to Schedule 13D amends and supplements the statement on Schedule 13D previously filed by the Reporting Persons named herein. Except as amended and supplemented herein, that statement remains in full force and effect.

Item 4. Purpose of Transaction.

Item 4 is amended to read as follows:

            The Reporting Persons wish to ensure the formulation of appropriate strategies for the Issuer’s business going forward and the crisp execution thereof. The Reporting Persons also desire that all future actions by the Issuer, including but not limited to financings, issues of stock and options, changes to the business plan, changes in the board of directors and the management and other strategic initiatives taken by management and the board are in the best interests of all shareholders of the Issuer. To this end the Reporting Persons may engage in discussions with management and the board and may contact other shareholders of the Issuer to solicit their views and discuss potential options. Although at the present time the Reporting Persons have no specific plans or proposals, they may, alone or in conjunction with others, pursue any and all options available to them, including acquiring or disposing of securities of the Issuer.

Item 5. Interest in Securities of the Issuer.

Item 5 is amended to read as follows:

            As of the date hereof, the aggregate number of shares of Common Stock and the percentage of the outstanding shares of Common Stock (based upon 20,012,413 shares outstanding on August 7, 2003 as reported by the Issuer in its most recent Form 10-Q report) was as follows:



Name of Holder
Number of
Shares   		 Percentage of
Outstanding
Shares

Four Partners (1)
Four-Fourteen Partners, LLC (2)
Andrew H. Tisch
Daniel R. Tisch
James S. Tisch
Thomas J. Tisch
Andrew H. Tisch 1995 Issue Trust No. 1 (3)
Andrew H. Tisch 1995 Issue Trust No. 2 (3)
 1,507,143
47,700
370,378
370,378
370,378
370,378
103,861
103,861
   7.5%
0.2
1.9
1.9
1.9
1.9
0.5
0.5

Page 8 of 12 Pages

Daniel R. Tisch 1999 Issue Trust (3)
James S. Tisch 1995 Issue Trust (3)
Thomas J. Tisch 1994 Issue Trust (3)
Merryl H. Tisch, as custodian for three of her children (4)
FBB Associates (5)
      Total 		207,722
207,722
207,722
19,200
13,600
3,900,043 		1.0
1.0
1.0
0.1
0.1
 19.5%

            Each of the above persons who is a Reporting Person herein beneficially owns the number of shares set forth opposite his name. Beneficial ownership of the other shares set forth in the above table has been determined as follows:

(1)

By virtue of their status as managing trustees of the trusts which are the general partners of Four Partners, Andrew H. Tisch, Daniel R. Tisch, James S. Tisch and Thomas J. Tisch may be deemed to have shared beneficial ownership of shares owned by Four Partners and shared power to vote or direct the vote and dispose or direct the disposition of those shares.


(2)

By virtue of his status as manager of Four-Fourteen Partners, LLC, Thomas J. Tisch may be deemed the beneficial owner of the shares owned by Four-Fourteen Partners, LLC and to have power to vote or direct the vote and dispose or direct the disposition of those shares.


(3)

By virtue of their status as trustees of the respective trusts for the benefit of their children, each of Andrew H. Tisch, Daniel R. Tisch, James S. Tisch and Thomas J. Tisch may be deemed to have shared beneficial ownership of shares owned by those trusts of which he is trustee and shared power to vote or direct the vote and dispose or direct the disposition of those shares.


(4)

By virtue of his wife’s status as custodian for certain accounts of their children, James S. Tisch may be deemed to have the power to vote or direct the vote and dispose or direct the disposition of 19,200 shares of Common Stock owned by his children.


(5)

FBB Associates is a partnership of which Julian C. Baker and Felix J. Baker are the sole partners. Each of Julian C. Baker and Felix J. Baker has shared power to vote or direct the vote and dispose or direct the disposition of those shares.


Item 7. Material to be Filed as Exhibits.

Exhibit 6 Agreement regarding the joint filing of this statement.

Page 9 of 12 Pages

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.

September 19, 2003

   By: /s/ Andrew H. Tisch
     
      Andrew H. Tisch


   By: /s/ Daniel R. Tisch
     
      Daniel R. Tisch


   By: /s/ James S. Tisch
     
      James S. Tisch


   By: /s/ Thomas J. Tisch
     
      Thomas J. Tisch


   By: /s/ Julian C. Baker
     
      Julian C. Baker


   By: /s/ Felix J. Baker
     
      Felix J. Baker


 

 

Page 10 of 12 Pages

EXHIBIT INDEX

Exhibit 6 Agreement regarding the joint filing of this statement.

 

 

Page 11 of 12 Pages

AGREEMENT

         In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Amendment to Schedule 13D dated September 19, 2003 relating to the Common Stock, no par value, of Cellegy Pharmaceuticals, Inc., and such other amendments as may be filed by them hereafter, are being filed with the Securities and Exchange Commission on behalf of each of them.

September 19, 2003

   By: /s/ Andrew H. Tisch
     
      Andrew H. Tisch


   By: /s/ Daniel R. Tisch
     
      Daniel R. Tisch


   By: /s/ James S. Tisch
     
      James S. Tisch


   By: /s/ Thomas J. Tisch
     
      Thomas J. Tisch


   By: /s/ Julian C. Baker
     
      Julian C. Baker


   By: /s/ Felix J. Baker
     
      Felix J. Baker