<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
ALLERGAN SPECIALTY THERAPEUTICS, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
CLASS A COMMON STOCK, $0.01 PAR VALUE PER SHARE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
018494104
- --------------------------------------------------------------------------------
(CUSIP Number)
NOVEMBER 24, 1998
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)
* 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> 2
CUSIP NO. 018494104 13G PAGE 2 OF 9 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
WOODBOURNE 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
MISSOURI
5 SOLE VOTING POWER
-0-
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
171,300
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 3
CUSIP NO. 018494104 13G PAGE 3 OF 9 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
FORSYTH JOINT VENTURE
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
MISSOURI
5 SOLE VOTING POWER
-0-
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
63,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.0%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 4
CUSIP NO. 018494104 13G PAGE 4 OF 9 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
CLAYTON MANAGEMENT COMPANY
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
MISSOURI
5 SOLE VOTING POWER
234,600
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 234,600
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
234,600
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.2%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 5
CUSIP NO. 018494104 13G PAGE 5 OF 9 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
JOHN D. WEIL
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
MISSOURI
5 SOLE VOTING POWER
234,600
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 234,600
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
234,600
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.2%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 6
CUSIP No. 018494104 13G Page 6 of 9 Pages
ITEM 1(A) Name of Issuer:
ALLERGAN SPECIALTY THERAPEUTICS, INC.
ITEM 1(B) Address of Issuer's Principal Executive Offices:
2525 DUPONT DRIVE
IRVINE, CA 92612
ITEM 2(A) Name of Person Filing:
(a) WOODBOURNE PARTNERS, L.P. ("WOODBOURNE")
(b) FORSYTH JOINT VENTURE ("FORSYTH")
(c) CLAYTON MANAGEMENT COMPANY ("CLAYTON")
(d) JOHN D. WEIL ("WEIL")
ITEM 2(B) Address of Principal Business Office:
(a) 200 N. BROADWAY, SUITE 825
ST. LOUIS, MISSOURI 63102
(b) 200 N. BROADWAY, SUITE 825
ST. LOUIS, MISSOURI 63102
(c) 200 N. BROADWAY, SUITE 825
ST. LOUIS, MISSOURI 63102
(d) 200 N. BROADWAY, SUITE 825
ST. LOUIS, MISSOURI 63102
ITEM 2(C) Place of Organization; Citizenship:
(a) WOODBOURNE IS A LIMITED PARTNERSHIP ORGANIZED UNDER
MISSOURI LAW.
(b) FORSYTH IS A JOINT VENTURE AMONG THREE CHARITABLE
FOUNDATIONS GOVERNED UNDER MISSOURI LAW.
(c) CLAYTON IS A CORPORATION ORGANIZED UNDER MISSOURI LAW
AND IS THE GENERAL PARTNER OF WOODBOURNE AND THE
MANAGER OF FORSYTH.
(d) WEIL, THE SOLE DIRECTOR AND SOLE SHAREHOLDER OF
CLAYTON, IS AN INDIVIDUAL RESIDING IN MISSOURI. WEIL
AND CERTAIN OF HIS FAMILY MEMBERS ARE THE TRUSTEES OF
THE CHARITABLE FOUNDATIONS THAT FORMED FORSYTH.
ITEM 2(D) Title of Class of Securities:
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
ITEM 2(E) CUSIP Number:
018494104
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CUSIP No. 018494104 13G Page 7 of 9 Pages
ITEM 3 If this statement is filed pursuant to Rule 13d-1(b) or
13d-2(b) or (c), check whether the person is 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 of 1940;
(e). [ ] An investment advisor in accordance with Rule
13d-1(b)(1)(ii)(E);
(f). [ ] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
(g). [ ] A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);
(h). [ ] A savings associations as defined in Section 3(b)
of the Federal Deposit Insurance Act;
(i). [ ] A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of
the Investment Company Act of 1940;
(j). [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check
this box [X].
ITEM 4. Ownership.
<TABLE>
<CAPTION>
WOODBOURNE FORSYTH CLAYTON WEIL
---------- ------- ------- ----
<S> <C> <C> <C> <C> <C>
(a) Amount beneficially owned: 171,300 63,300 234,600 234,600
(b) Percent of Class: 5.2% 2.0% 7.2% 7.2%
(c) Number of Shares as to which the
person has:
(i) Sole power to vote or direct the
vote: -0- -0- 234,600 234,600
(ii) Shared power to vote or direct
the vote: -0- -0- -0- -0-
(iii) Sole power to dispose or to
direct the disposition of: -0- -0- 234,600 234,600
(iv) Shared power to dispose or to
direct the disposition of: -0- -0- -0- -0-
</TABLE>
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.
NOT APPLICABLE.
<PAGE> 8
CUSIP No. 018494104 13G Page 8 of 9 Pages
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.
ITEM 10. Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
Dated: December 3, 1998 WOODBOURNE PARTNERS, L.P.,
by its General Partner, CLAYTON
MANAGEMENT COMPANY
/s/ John D. Weil
----------------------------
John D. Weil, President
Dated: December 3, 1998 FORSYTH JOINT VENTURE,
by its Manager, CLAYTON MANAGEMENT
COMPANY
/s/ John D. Weil
---------------------------
John D. Weil, President
Dated: December 3, 1998 CLAYTON MANAGEMENT COMPANY
/s/ John D. Weil
------------------------
John D. Weil, President
Dated: December 3, 1998 /s/ John D. Weil
----------------
John D. Weil
<PAGE> 9
CUSIP No. 018494104 13G Page 9 of 9 Pages
EXHIBIT A TO SCHEDULE 13G
AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
The undersigned persons, on December 3, 1998, agree and consent to the
joint filing on their behalf of this Schedule 13G in connection with their
beneficial ownership of the Class A Common Stock of Allergan Specialty
Therapeutics, Inc.
WOODBOURNE PARTNERS, L.P.,
by its General Partner, CLAYTON
` MANAGEMENT COMPANY
/s/ John D. Weil
---------------------------
John D. Weil, President
WOODBOURNE PARTNERS, L.P.,
by its Manager, CLAYTON MANAGEMENT
COMPANY
/s/ John D. Weil
---------------------------
John D. Weil, President
CLAYTON MANAGEMENT COMPANY
/s/ John D. Weil
---------------------------
John D. Weil, President
/s/ John D. Weil
----------------------------
John D. Weil
