UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13D-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13D-1(B) AND (C) AND AMENDMENTS THERETO FILED
PURSUANT TO 13D-2(B)
(AMENDMENT NO. 2)(1)
Closure Medical Corporation
Name of Issuer
Common Stock, par value $.01 per share
(Title of Class of Securities)
189093 10 7
CUSIP Number
- ----------
1 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 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 6 pages
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CUSIP NO. 189093 10 7 13G PAGE 2 OF 6 PAGES
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
F. William Schmidt
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 of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
2,539,114(1)
6 SHARED VOTING POWER
599,912(2)
7 SOLE DISPOSITIVE POWER
2,539,114(1)
8 SHARED DISPOSITIVE POWER
599,912(2)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,139,026
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
23.6% as of December 31, 1998
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 189093 10 7 13G PAGE 3 OF 6 PAGES
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Triangle Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
2,246,945
6 SHARED VOTING POWER
N/A
7 SOLE DISPOSITIVE POWER
2,246,945
8 SHARED DISPOSITIVE POWER
N/A
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,246,945
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.9% as of December 31, 1998
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
FOOTNOTES TO COVER PAGE
OF SCHEDULE 13G
F. WILLIAM SCHMIDT
1. Includes 2,246,945 shares of Common Stock held by Triangle Partners,
L.P., a limited partnership of which Mr. Schmidt is the sole general
partner, and Mr. Schmidt is deemed to have sole voting and
investment power for such shares. Includes 13,295 shares of Common
Stock issuable upon the exercise of stock options exercisable within
60 days of December 31, 1998. Excludes 50,000 shares held by Mr.
Schmidt's spouse.
2. The shares of Common Stock are held by OMI Partners, L.P., a limited
partnership of which Mr. Schmidt and his brother, Mr. Rolf D.
Schmidt, are the sole general partners. The Schmidts are deemed to
share voting and investment power for such shares. Excludes 50,000
shares held by Mr. F. William Schmidt's spouse. Mr. F. William
Schmidt disclaims the existence of a group with Mr. Rolf D. Schmidt.
Page 4 of 6 pages
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SCHEDULE 13G
Item 1. (a) Name of Issuer: Closure Medical Corporation, a Delaware
corporation (the "Company")
(b) Address of Issuer's Principal Executive Offices: 5250
Greens Dairy Road, Raleigh, North Carolina 27616
Item 2. (a) Name of Person Filing: F. William Schmidt and Triangle
Partners, L.P.
(b) Address of Principal Business Office or, if none,
Residence: 534 Ridge Avenue, Ephrata, Pennsylvania 17522 for Mr. Schmidt and
Triangle Partners, L.P.
(c) Citizenship: Mr. Schmidt is a United States citizen and
Triangle Partners, L.P. is a Pennsylvania limited partnership
(d) Title of Class of Securities: Common Stock, par value $.01
per share ("Common Stock")
(e) CUSIP Number: 189093 10 7
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a: N/A
Item 4. Ownership. For information concerning the ownership of Common
Stock of the Company by Mr. Schmidt, see Items 5 through 9 and 11 of the cover
page to this Schedule 13G and the footnotes thereto.
Item 5. Ownership of Five Percent or Less of a Class. N/A
Item 6. Ownership of More than Five Percent on Behalf of Another
Person. N/A
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company. N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group. N/A
Item 10. Certification. N/A
Page 5 of 6 pages
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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 12, 1998
--------------------------------
(Date)
/s/ F. William Schmidt
--------------------------------
(Signature)
F. William Schmidt
--------------------------------
(Name)
TRIANGLE PARTNERS, L.P.
By: Its General Partner
/s/ F. William Schmidt
--------------------------------
(Signature)
F. William Schmidt
--------------------------------
(Name)
Page 6 of 6 pages
