-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, X3nAL8G5V7BewjZQHLqQT1wEPKkY6s2uXFumSclSvl8S9Kew2uzl7zGuU2x4ykNq 8xCw3cyFJshHtF/nijyHVA== 0000902664-94-000005.txt : 19940215 0000902664-94-000005.hdr.sgml : 19940215 ACCESSION NUMBER: 0000902664-94-000005 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940214 GROUP MEMBERS: ARDSLEY ADVISORY PARTNERS GROUP MEMBERS: PHILIP J. HEMPLEMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CENTOCOR INC CENTRAL INDEX KEY: 0000708823 STANDARD INDUSTRIAL CLASSIFICATION: 2835 IRS NUMBER: 232117202 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 34 SEC FILE NUMBER: 005-34842 FILM NUMBER: 94507304 BUSINESS ADDRESS: STREET 1: 200 GREAT VALLEY PKWY CITY: MALVERN STATE: PA ZIP: 19355 BUSINESS PHONE: 2156516000 MAIL ADDRESS: STREET 1: 200 GREAT VALLEY PARKWAY CITY: MALVERN STATE: PA ZIP: 19355 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARDSLEY ADVISORY PARTNERS CENTRAL INDEX KEY: 0000900529 STANDARD INDUSTRIAL CLASSIFICATION: STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 646 STEAMBOAT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 MAIL ADDRESS: STREET 1: CHRISTINE Y HOMER STREET 2: 900 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 SCHEDULE 13G OF ARDSLEY ADVISORY PARTNERS SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________ SCHEDULE 13G ________________ INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* Centocor, Inc. (NAME OF ISSUER) Common Stock, $.01 par value (TITLE OF CLASS OF SECURITIES) 152342 10 1 (CUSIP NUMBER) Check the following box if a fee is being paid with this statement. [x] (A fee is not required only if the filing 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). __________________ * 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 the disclosures provided in a prior cover page. The information required in 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). PAGE 1 OF 7 PAGES 13G CUSIP No. 152342 10 1 _____________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ardsley Advisory Partners _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [x] _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut _____________________________________________________________________________ NUMBER OF (5) SOLE VOTING POWER - 0 - SHARES ______________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 3,589,200 OWNED BY ______________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER - 0 - REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 3,589,200 _____________________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,589,200 _____________________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] _____________________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.63% _____________________________________________________________________________ (12) TYPE OF REPORTING PERSON ** IA _____________________________________________________________________________ ** SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE 2 OF 7 PAGES 13G CUSIP No. 152342 10 1 _____________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Philip J. Hempleman _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [x] _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION United States _____________________________________________________________________________ NUMBER OF (5) SOLE VOTING POWER - 0 - SHARES ______________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 3,589,200 OWNED BY ______________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER - 0 - REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 3,589,200 _____________________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,589,200 _____________________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] _____________________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.63% _____________________________________________________________________________ (12) TYPE OF REPORTING PERSON ** IN _____________________________________________________________________________ ** SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE 3 OF 7 PAGES ITEM 1(a). NAME OF ISSUER: Centocor, Inc. ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 244 Great Valley Pkwy, Malvern, PA 19355 ITEM 2(a). NAME OF PERSON FILING: Ardsley Advisory Partners Philip J. Hempleman ITEM 2(b). ADDRESS OF PRINCIPAL OFFICE OR, IF NONE, RESIDENCE: 646 Steamboat Road, Greenwich, CT 06830 ITEM 2(c). CITIZENSHIP: Ardsley Advisory Partners is a general partnership organized under the laws of the State of Connecticut. Philip J. Hempleman is a citizen of the United States. ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock, $.01 par value ITEM 2(e). CUSIP NUMBER: 152342 10 1 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d -1(b), OR 13d-2(b), CHECK WHETHER THE PERSON FILING IS A: (a) [ ] Broker or dealer registered under Section 15 of the Act (b) [ ] Bank as defined in Section 3(a)(6) of the Act (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act (d) [ ] Investment Company registered under Section 8 of the Investment Company Act (e) [x] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d- 1(b)(1)(ii)(F) PAGE 4 OF 7 PAGES (g) [ ] Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G); see item 7 (h) [ ] Group, in accordance with Rule 13d- 1(b)(1)(ii)(H) ITEM 4. OWNERSHIP. (a) Amount beneficially owned: 3,589,200 (b) Percent of class: 8.63% (based on the 41,610,691 shares of Common Stock outstanding as of October 31, 1993, as reflected in the Company's Form 10-Q for the quarter ended September 30, 1993.) (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote - 0 - (ii) shared power to vote or to direct the vote 3,589,200 (iii) sole power to dispose or to direct the disposition of - 0 - (iv) shared power to dispose or to direct the disposition of 3,589,200 By virtue of Mr. Hempleman's position as managing partner of Ardsley Advisory Partners, Mr. Hempleman may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose, or direct the disposition of the 3,589,200 shares of Common Stock held by the discretionary accounts managed by Ardsley Advisory Partners, constituting 8.63% of the shares outstanding and, therefore, Mr. Hempleman may be deemed to be the beneficial owner of such shares. PAGE 5 OF 7 PAGES ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. Not applicable. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. This Schedule 13G is filed by Ardsley Advisory Partners, a Connecticut general partnership ("Advisory"), which is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, as amended, with respect to the 3,589,200 shares of Common Stock held by Advisory at December 31, 1993, for the discretionary accounts of certain clients, including investment partnerships for which (i) Advisory serves as the management company and (ii) a general partnership comprised of the same partners as comprise Advisory serves as general partner. By reason of the provisions of Rule 13d-3 under the Act, Advisory is deemed to own beneficially the shares owned by the managed accounts. Each client for whose account Advisory has purchased Common Stock has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares purchased for his account. No such client has any of the foregoing rights with respect to more than five percent of the class of securities identified in Item 2(d). There is no agreement or understanding among such persons to act together for the purpose of acquiring, holding, voting or disposing of any such securities. To the knowledge of Advisory, 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, a number of such shares which represents more than 5% of the number of outstanding shares of Common Stock. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not applicable. Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable. PAGE 6 OF 7 PAGES ITEM 10. CERTIFICATION. (if filing pursuant to Rule 13d- 1(b)) By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business, were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. 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. February 11, 1994 (Date) ARDSLEY ADVISORY PARTNERS /s/ PHILIP J. HEMPLEMAN (Signature) Philip J. Hempleman/ Managing Partner (Name/Title) PHILIP J. HEMPLEMAN /s/ PHILIP J. HEMPLEMAN (Signature) PAGE 7 OF 7 PAGES -----END PRIVACY-ENHANCED MESSAGE-----