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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
CARDIOTHORACIC SYSTEMS, INC.
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(Name of Issuer)
Common Stock, par value $0.001
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(Title of Class of Securities)
14190710
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(CUSIP Number)
John E. Runnells
The Vertical Group, L.P.
18 Bank Street
Summit, N.J. 07901
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 4, 1998
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(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 | |.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule including all exhibits. 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).
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SCHEDULE 13D
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CUSIP NO. 14190710 Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Vertical Fund Associates, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | |
(b) | |
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS | |
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 809,500
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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8 SHARED VOTING POWER
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9 SOLE DISPOSITIVE POWER
809,500
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
809,500
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES | |
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8%
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14 TYPE OF REPORTING PERSON*
PN
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SCHEDULE 13D
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CUSIP NO. 14190710 Page 3 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vertical Life Sciences, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | |
(b) | |
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS | |
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 135,500
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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8 SHARED VOTING POWER
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9 SOLE DISPOSITIVE POWER
135,500
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
135,500
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES | |
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.0%
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14 TYPE OF REPORTING PERSON*
PN
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SCHEDULE 13D
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CUSIP NO. 14190710 Page 4 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stephen D. Baksa
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | |
(b) | |
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS | |
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER OF 7 SOLE VOTING POWER
SHARES 20,000
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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8 SHARED VOTING POWER
945,000
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9 SOLE DISPOSITIVE POWER
20,000
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10 SHARED DISPOSITIVE POWER
945,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
965,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES | |
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.9%
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14 TYPE OF REPORTING PERSON*
IN
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This Amendment No. 1 to Statement on Schedule 13D dated June 11, 1998 (the
"Statement") with respect to the Common Stock of Cardiothoracic Systems, Inc.
(the "Issuer")("CTSI Common Stock") is filed by The Vertical Fund Associates,
L.P. ("Associates") and Vertical Life Sciences, L.P. ("Life Sciences")(together,
the "Partnerships") and Stephen D. Baksa ("Baksa")(the Partnerships and Baksa
being hereinafter referred to collectively as the "Reporting Persons") in order
to amend Items 3 and 5 of the Statement to read in their entirety as set forth
below. No change is made to the other Items contained in the Statement.
Item 3. Source and Amount of Funds or Other Consideration.
As of September 4, 1998, Associates owned 809,500 shares of CTSI Common
Stock, which it acquired at an aggregate cost of $1,977,459.25, Life Sciences
owned 135,500 shares of CTSI Common Stock, which it acquired at an aggregate
cost of $815,228, and Baksa owned 20,000 shares of CTSI Common Stock, which he
acquired at an aggregate cost of $210,000.00. All of the shares of CTSI Common
Stock owned by the Reporting Persons are hereinafter referred to as the
"Shares". The source of funds used by each Partnership to acquire the Shares
owned by it was such Partnership's internal cash funds. The source of funds used
by Baksa to acquire the Shares needed by him was his personal funds.
Item 5. Interest in Securities of the Issuer.
(a) and (b) Of the total Shares beneficially owned by the Reporting
Persons, 809,500 shares (approximately 5.8% of the total outstanding based on
the number of outstanding shares of CTSI Common Stock reported in the Issuer's
Report on Form 10-Q for the period ended July 3, 1998) are beneficially owned by
Associates, 135,500 shares (approximately 1.0% of the total outstanding) are
beneficially owned by Life Sciences, and 20,000 shares (approximately 0.1% of
the total outstanding) are beneficially owned by Baksa. Subject to the next
succeeding paragraph, each Reporting Person has the sole power to vote or direct
the vote and to dispose or direct the disposition of the Shares beneficially
owned by such Reporting Person.
In addition, The Vertical Group, L.P. ("Group") may be deemed to be the
beneficial owner of all 945,000 Shares (approximately 6.8% of the total
outstanding) collectively owned by the two Partnerships because, as the sole
general partner of both Partnerships, Group has the sole power to vote or direct
the vote and to dispose or direct the disposition of such Shares, and each of
the Individuals (as defined in response to Item 2), including Baksa, may be
deemed to be the beneficial owner of all 945,000 Shares (approximately 6.8% of
the total outstanding) collectively owned by the two Partnerships because, as a
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general partner of Group (which is the sole general partner of both
Partnerships), each such Individual shares the power (which may be exercised by
any one of such Individuals acting alone) to vote or direct the vote and to
dispose or direct the disposition of such Shares.
(c) The chart below lists all transactions in CTSI Common Stock in the 60
days preceding the date of this Amendment No. 1 by any of the persons identified
in response to paragraph (a) of this Item 5, all of which transactions were
purchases of CTSI Common Stock effected in the open market:
Person
Effecting Date of Number of Price
Transaction Transaction Shares Per Share
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Purchased
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Associates August 24, 1998 20,000 $4.25
Associates August 26, 1998 5,000 $4.31
Associates August 27, 1998 25,000 $4.06
Associates August 28, 1998 70,000 $4.12
Associates August 31, 1998 30,000 $4.06
Associates September 2, 1998 52,500 $3.65
Associates September 3, 1998 15,000 $3.63
Associates September 4, 1998 15,000 $3.56
Life Sciences August 24, 1998 10,000 $4.25
Life Sciences August 28, 1998 10,000 $4.12
Life Sciences September 2, 1998 5,000 $3.65
Life Sciences September 4, 1998 5,000 $3.56
(d) and (e) Not applicable.
Signature.
After reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this Amendment No. 1 to
Statement on Schedule 13D is true, complete and correct.
September 8, 1998 VERTICAL FUND ASSOCIATES, L.P.
BY: THE VERTICAL GROUP, L.P.
General Partner
By: /s/ John E. Runnells
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John E. Runnells
General Partner
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VERTICAL LIFE SCIENCES, L.P.
BY: THE VERTICAL GROUP, L.P.
General Partner
By: /s/ John E. Runnells
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John E. Runnells
General Partner
/s/ Stephen D. Baksa
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Stephen D. Baksa
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