<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
CRESCENDO PHARMACEUTICALS CORPORATION
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(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
225637 10 7
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(CUSIP Number)
Joseph D. Lehrer, Esq.
10 South Broadway, Suite 2000, St. Louis, Missouri 63102 (314) 241-9090
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 7, 1997
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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 / /.
Check the following box if a fee is being paid with the statement / /. (A
fee is not required only if the reporting 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.)
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 filed 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
bus shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Page 1 of 5 Pages
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CUSIP NO. 225637 10 7 13D PAGE 2 OF 5 PAGES
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================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Woodbourne Partners, 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*
00
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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
Missouri
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 760,000, subject to the disclaimer contained in Item 5.
OWNED BY ---------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
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9 SOLE DISPOSITIVE POWER
760,000, subject to the disclaimer contained in Item 5.
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10 SHARED DISPOSITIVE POWER
- 0 -
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
760,000, subject to the disclaimer contained in Item 5.
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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)
15.31%
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14 TYPE OF REPORTING PERSON IN
PN
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CUSIP NO. 225637 10 7 Page 3 of 5
AMENDMENT NO. 1 TO SCHEDULE 13D
The Reporting Person reported the acquisition of shares of Class A
Common Stock, par value $.01 per share ("Stock"), of Crescendo Pharmaceuticals
Corporation, a Delaware corporation ("Issuer"), 1454 Page Mill Road, Palo Alto,
California 94304, in an initial filing of this Schedule 13D on November 3,
1997. In this regard, Item 4, Item 5 and Item 6 are hereby amended as follow.
All other items are unchanged from the initial filing.
ITEM 4. Purpose of the Transaction.
The Reporting Person purchased the Stock of the Issuer for general
investment purposes. The Reporting Person may acquire additional shares of the
Stock of the Issuer, based upon its investment decision. It is not
contemplated that any of the acquisitions reported hereunder or any future
acquisitions will result in any change in the present management of the Issuer.
The Reporting Person, General Partner of the Reporting Person and the
person controlling such General Partner have no present plans or proposals
which relate to or would result in:
(a) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(b) a sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;
(c) any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term
of directors or fill any existing vacancies on the board;
(d) any material change in the present capitalization or dividend policy
of the Issuer;
(e) any other material change in the Issuer's business or corporate
structure;
(f) changes in the Issuer's charter, by-laws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the Issuer by any person;
(g) causing a class of securities of the Issuer to be delisted from a
national securities exchange or cease to be quoted in an inter-dealer
quotation system of a registered national securities association;
(h) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act; or
(i) any action similar to those enumerated above.
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CUSIP NO. 225637 10 7 Page 4 of 5
ITEM 5. Interest in Securities of the Issuer.
(a) Subject to the disclaimer of beneficial ownership hereinafter
set forth, the Reporting Person hereby reports beneficial
ownership of 760,000 shares of Stock in the manner hereinafter
described:
<TABLE>
<CAPTION>
Percentage of
Relationship to Number of Outstanding
Shares Held in Name of Reporting Person Shares Securities
- ---------------------- ---------------- ------ ----------
<S> <C> <C> <C>
Woodbourne Partners, L.P. Reporting Person 760,000 15.31%
</TABLE>
The foregoing percentages assume that the Issuer has 4,963,615 shares of
Stock outstanding.
AS PROVIDED IN S.E.C. REGULATION SECTION 240.13d-4, THE REPORTING PERSON
HEREBY DECLARES THAT THIS STATEMENT SHALL NOT BE CONSTRUED AS AN ADMISSION THAT
IT IS, FOR THE PURPOSES OF SECTION 13(d) OR 13(g) OF THE SECURITIES EXCHANGE
ACT, THE BENEFICIAL OWNER OF THE SECURITIES COVERED BY THIS STATEMENT.
(b) Subject to the above disclaimer of beneficial ownership, for each
person named in paragraph (a), the number of shares as to which
there is sole power to vote or direct the vote, shared power to vote
or direct the vote, sole power to dispose or direct the disposition,
or shared power to dispose or direct the disposition, is the same as
in paragraph (a).
(c)
<TABLE>
<CAPTION>
Net
Price
Number Per Transaction
Purchase in the Name of Date of Shares Share Made Through
----------------------- ---- --------- ----- ------------
<S> <C> <C> <C> <C>
Woodbourne Partners, L.P. 11/4/97 25,000 11.375 Jefferies & Co.
Woodbourne Partners, L.P. 11/6/97 15,000 11.4375 Jefferies & Co.
Woodbourne Partners, L.P. 11/7/97 16,000 11.3359 Jefferies & Co.
Woodbourne Partners, L.P. 11/11/97 8,000 11.375 Jefferies & Co.
Woodbourne Partners, L.P. 11/12/97 27,000 11.4375 Jefferies & Co.
Woodbourne Partners, L.P. 11/13/97 6,700 11.4375 Jefferies & Co.
Woodbourne Partners, L.P. 11/14/97 42,300 11.5 Jefferies & Co.
</TABLE>
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CUSIP NO. 225637 10 7 Page 3 of 5
(d) Not applicable.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
None.
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.
WOODBOURNE PARTNERS, L.P.,
by its General Partner, CLAYTON
MANAGEMENT COMPANY
/s/ John D. Weil
---------------------------------
John D. Weil, President
November 17, 1997
