SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
NAME OF ISSUER: Chad Therapeutics, Inc.
TITLE OF CLASS OF SECURITIES: Common Stock, par value
$.01 per share.
CUSIP NUMBER: 157228107
NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS:
Kevin B. Kimberlin
c/o Spencer Trask Holdings Incorporated
535 Madison Avenue
New York, New York 10022
Tel: (212) 355-5565
Fax: (212) 751-3483
DATE OF EVENT WHICH REQUIRES FILING: February 2, 1998
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject
of this 13D, and is filing this schedule because of Rule
13d-1(e), (f) or (g), check the following box: ______
NOTE: Schedules filed in paper format should include a
signed original and five copies of the Schedule, including
all exhibits. See Rule 13d-7(b) 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).
<PAGE>
Page 2
CUSIP NO.: 157228107
1. NAME OF REPORTING PERSON: Kimberlin Family Partners, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (b)
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e):
Yes No X
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Colorado
7. SOLE VOTING POWER: 836,560
8. SHARED VOTING POWER: 0
9. SOLE DISPOSITIVE POWER: 836,560
10. SHARED DISPOSITIVE POWER: 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 836,560
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: Yes No x
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
8.40%
14. TYPE OF REPORTING PERSON: PN
<PAGE>
Page 3
CUSIP NO.: 157228107
1. NAME OF REPORTING PERSON: Kevin B. Kimberlin
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (b)
3. SEC USE ONLY
4. SOURCE OF FUNDS: OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e):
Yes No X
6. CITIZENSHIP OR PLACE OF ORGANIZATION: United States
7. SOLE VOTING POWER:
836,560 shares owned by Kimberlin Family Partners, L.P.
10,800 shares owned by the International Aids
Foundation
8. SHARED VOTING POWER: 0
9. SOLE DISPOSITIVE POWER:
836,560 shares owned by Kimberlin Family Partners, L.P.
10,800 shares owned by the International Aids
Foundation
10. SHARED DISPOSITIVE POWER: 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
836,560 shares owned by Kimberlin Family Partners, L.P.
10,800 shares owned by the International Aids
Foundation
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: Yes No x
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
8.50%
14. TYPE OF REPORTING PERSON: IN
<PAGE>
Page 4
Item 1. Security and Issuer.
This Amendment No. 1 corrects certain information
contained in, and amends, the Schedule 13D, dated October 14,
1997, filed by Kimberlin Family Partners, L.P. (the
"Partnership") relating to the common stock, $.01 par value
per share (the "Common Stock"), of Chad Therapeutics, Inc., a
California corporation (the "Company"), whose principal
executive offices are located at 21622 Plummer Street,
Chatsworth, California 91311. This Amendment No. 1 also
constitutes an initial filing on Schedule 13D by Kevin B.
Kimberlin.
Item 2. Identity and Background.
(a) This Amendment No. 1 is being filed by the
Partnership, a Colorado limited partnership, and Kevin B.
Kimberlin, the sole general partner of the Partnership.
(b) The address of the principal business and the
principal office of the Partnership and the business address
of Mr. Kimberlin is c/o Mr. Kimberlin, Spencer Trask Holdings
Incorporated, 535 Madison Avenue, New York, New York 10022.
(c) The principal business of the Partnership is the
making and holding of investments in securities. The present
principal occupations of Mr. Kimberlin are Chairman of Spencer
Trask Holdings Incorporated, an investment banking firm
located at the business address set forth in Item 2(b) above,
and private investor.
(d) Neither the Partnership nor Mr. Kimberlin has, during
the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) Neither the Partnership nor Mr. Kimberlin has, during
the last five years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect
to such laws.
(f) Mr. Kimberlin is a United States citizen.
<PAGE>
Page 5
Item 3. Source and Amount of Funds or Other Consideration.
On February 2, 1998, The International Aids Foundation, a
charitable trust created by Mr. Kimberlin (the "Foundation"),
sold an aggregate of 11,000 shares of Common Stock previously
contributed by Mr. Kimberlin to the Foundation (over which the
trustees of the Foundation, of which Mr. Kimberlin is one,
have sole dispositive and voting power) in open market
transactions at an average sale price of $7.13 per share, for
an aggregate sales price of $78,430.
On February 2, 1998, the Partnership utilized available
cash to purchase an aggregate of 11,000 shares of Common Stock
in open market transactions at an average purchase price of
$7.13 per share, for an aggregate purchase price of $78,430.
Item 4. Purpose of Transaction.
The Partnership acquired and holds the shares of Common
Stock described in Item 3 above solely for investment
purposes.
Except as set forth herein, the Partnership and Mr.
Kimberlin have no plans or proposals relating to or which
would result in any of the events or matters described in
Items 4(a)-(j), inclusive, of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The Partnership is the beneficial owner of 836,560
shares of Common Stock, representing, as of February 11, 1998,
approximately 8.40% of the issued and outstanding shares of
Common Stock. Mr. Kimberlin may be deemed a beneficial owner
of the 10,800 shares of Common Stock owned by the Foundation
and of the 836,560 shares of Common Stock owned by the
Partnership, for an aggregate of 847,360 shares of Common
Stock, representing, as of February 11, 1998, approximately
8.50% of the issued and outstanding shares of Common Stock.
(see Item 5(b) below).
In its Schedule 13D, dated October 14, 1997, the
Partnership incorrectly stated that it beneficially owned
759,704 shares of Common Stock as of such date. In fact, the
Partnership beneficially owned 825,560 shares as of such date.
(b) The Partnership has the sole power to vote and to
dispose of all shares of Common Stock beneficially owned by
it. As sole general partner of the Partnership, Mr. Kimberlin
has the authority to direct the voting and/or disposition of
all shares of Common Stock owned by the Partnership. In
addition, Mr. Kimberlin is a trustee of the Foundation. There
are three trustees of the Foundation and determinations in
<PAGE>
Page 6
respect of the voting and disposition of securities owned by
the Foundation are made by a majority vote of the trustees.
As a trustee of the Foundation, Mr. Kimberlin may be deemed to
be a beneficial owner of the 10,800 shares of Common Stock
owned by the Foundation and previously contributed to it by
Mr. Kimberlin.
(c) Except as set forth in Item 3 above, there have been
no transactions in the Common Stock effected during the past
60 days by the Partnership or Mr. Kimberlin.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of
the Issuer.
Pursuant to the Trust Agreement, dated as of December 29,
1989, creating the Foundation, of which Mr. Kimberlin is the
settlor and a co-trustee, the trustees of the Foundation, by
majority vote, have the sole right to vote and dispose of the
shares of Common Stock previously contributed by Mr. Kimberlin
to the Foundation.
Item 7. Material to be Filed as Exhibits
Exhibit 7.1 Trust Agreement, dated as of December 29,
1989 by and between Kevin B. Kimberlin
(as settlor and trustee), Lynn McClure
(as trustee) and Joni Steele (as trustee)
<PAGE>
Page 7
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.
March 16, 1998
KIMBERLIN FAMILY PARTNERS, L.P.
By:Kevin B. Kimberlin
-----------------------
Kevin B. Kimberlin
General Partner
Kevin B. Kimberlin
-----------------------
Kevin B. Kimberlin
<PAGE>
Page 8
EXHIBIT INDEX
Page #
Exhibit 7.1 Trust Agreement, dated as of 9
December 29, 1989 by and between
Kevin B. Kimberlin (as settlor and
trustee), Lynn McClure (as
trustee) and Joni Steele (as trustee)
Page 9
THE INTERNATIONAL AIDS CHARITABLE FOUNDATION
TRUST AGREEMENT, dated as of December 29, 1989, by
and between Kevin B. Kimberlin, whose address is 44 Wall
Street, New York, New York 10005 (the "Settlor"), Lynn
McClure, whose address is 2300 Irvine Road, Old Greenwich,
Connecticut 06870, Joni Steele, whose address is 9 Oak Lane,
Old Greenwich, Connecticut 06870, and Kevin B. Kimberlin,
whose address is 44 Wall Street, New York, New York 10005
(Lynn McClure, Joni Steele, and Kevin B. Kimberlin being
hereafter collectively referred to as the "Trustees").
WHEREAS, the Settlor wishes to create the trust as
herein provided (the Trust"); and
WHEREAS, the Trustees wish to act as trustees of
the Trust as herein provided;
NOW, THEREFORE, the parties hereto agree as
follows:
1. Name of Trust. The name of the Trust shall be
The International AIDS Charitable Foundation.
2. Purpose of Trust. The purposes of the Trust
are to devote and apply the property vested in the Trustees
by this Agreement and the income to be derived therefrom
(collectively, the "Trust Fund") exclusively for religious,
charitable, scientific, literary or educational purposes
<PAGE>
Page 10
within the meaning of Section 501(c)(3) of the Internal
Revenue Code of 1986, as amended (the "Code"), either
directly or by contribution to organizations duly authorized
to carry on religious, charitable, scientific, literary or
educational activities described in such Section 501(c)(3)
of the Code with particular emphasis on contributions to
organizations conducting medical research dealing with
acquired immune deficiency syndrome; provided, however, that
no part of the Trust Fund shall inure to the benefit of any
Trustee or any individual, and no part of the direct or
indirect activities of the Trust shall consist of carrying
on propaganda, or otherwise attempting to influence
legislation, or of participating in, or intervening in
(including the publication or distribution of statements),
any political campaign on behalf of (or in opposition to)
any candidate for public office. Notwithstanding any other
provision hereof, the Trust shall not conduct or carry on
any activities not permitted to be conducted or carried on
by an organization exempt under Section 501(c)(3) of the
Code and the regulations promulgated thereunder as they now
exist or as they may hereafter be amended (the "
Regulations"), or by an organization contributions to which
are deductible under Section 170(c)(2) of the Code and the
Regulations.
<PAGE>
Page 11
3. Trust Fund. The property to constitute the
Trust shall consist of the assets listed on Exhibit A hereto
and such other assets as the Settlor or anyone else may from
time to time hereafter transfer to the Trustees and be
accepted by them. Such assets shall be transferred to the
Trustees to be held by them in trust and disposed of as
herein provided.
4. Use of Trust Fund. The Trustees, except as
herein limited, shall have the power and authority and are
directed to distribute from time to time exclusively for any
of the purposes of the Trust set forth in Section 2 hereof,
such amounts of income or principal of the Trust Fund as
they in their discretion may direct. The Trustees shall
distribute the income of the Trust Fund for each taxable
year at such time and in such manner as not to become
subject to the tax on undistributed income imposed by
Section 4942 of the Code or the Regulations.
5. Meeting of Trustees. (a) Regular meetings of
the Trustees may be held without notice at such time and
place as shall from time to time be determined by the
Trustees. Special meetings of the Trustees shall be held at
such time and place as shall be designated in the notice of
the meeting whenever called by a majority of the Trustees.
<PAGE>
Page 12
(b) The Secretary of the Trustees, or in his
absence any other Trustee, shall give each Trustee notice of
the time and place of holding of special meetings of the
Trustees by mail at least five days before the meeting, or
by telegram, cable, telecopy, radiogram or personal service
at least two days before the meeting. Unless otherwise
stated in the notice thereof, any and all business may be
transacted at any meeting without specification of such
business in the notice.
(c) Any action required or permitted to be taken
at any meeting of Trustees may be taken without a meeting if
all of the Trustees consent thereto in writing. A Trustee
may participate in a meeting of the Trustees by means of
conference telephone or similar communications equipment by
means of which all persons participating in the meeting can
hear each other.
(d) A majority of the Trustees shall constitute a
quorum for the transaction of business, but, if at any
meeting of the Trustees (whether or not adjourned from a
previous meeting) there shall be less than a quorum present,
a majority of those present may adjourn the meeting to
another time and place, and the meeting may be held as
adjourned without further notice or waiver. Except as other-
wise provided by law or in this Agreement, a majority of the
<PAGE>
Page 13
Trustees present at any meeting at which a quorum is
present may decide any question brought before such meeting;
provided, however, that, during his lifetime, Kevin B.
Kimberlin shall have the power to veto any proposed
contribution to be made by the Trust; provided, further,
that this power may not be used to cause the Trust to become
subject to any tax referred to in Section 4 hereof.
(e) Kevin B. Kimberlin shall be Chairman and Joni
Steele shall be Secretary of the Trustees until their
respective successors are elected by a majority of the
Trustees and qualified. The Chairman shall preside at
meetings of the Trustees and the Secretary shall keep
records of the proceedings at such meetings and send out
notices pursuant to Section 5(b), but otherwise these
Trustees shall not have any implied or apparent powers of
corporate officers.
(f) All Trustees shall serve without compensation,
but shall be entitled to reimbursement for reasonable
expenses of serving as a Trustee. All Trustees shall serve
without bond.
6. Powers of Trustees. (a) The Trustees shall
have the power and authority, within their discretion and
exercise of judgment, to sell and dispose of any of the
assets transferred to the Trust by this Agreement, or
subsequently acquired by the Trust, and to invest and
<PAGE>
Page 14
reinvest the income or funds thereby obtained, or the income
from time to time accumulated, in corporate shares, bonds,
securities, property or other assets. The investments and
reinvestments made by the Trustees shall not be limited to
those which are commonly known as those in which trust funds
are authorized to be invested under the law of the State of
New York. The Trustees shall not be responsible for any
loss arising out of any investments made by them in the
exercise of their judgment and discretion. The Trustees
shall have power and authority to give a proxy to anyone
selected by the Trustees to vote any of the securities held
in the Trust at any meeting of any corporation or other
entity having issued such securities.
(b) The Trustees shall have and exercise, subject
to the limitations herein provided, all the rights and
powers incident to the ownership of all the properties, real
and personal, from time to time belonging to the Trust, as
fully and absolutely as though they were the owners of such
properties in their own right. The Trustees shall have
power to deposit the moneys and securities belonging to the
Trust from time to time in such banks and safe deposits and
trust companies as they may from time to time select.
(c) Notwithstanding any other provision hereof, no
power or authority shall be exercised by the Trustees
<PAGE>
Page 15
in any manner or for any purpose whatsoever which may jeopardize
the status of the Trust as an exempt organization under
Section 501(c)(3) of the Code and the Regulations; nor shall
the Trustees engage in any act of self-dealing as defined in
Section 4941(d) of the Code and the Regulations; nor retain
any excess business holdings as defined in Section 4943(c)
of the Code and the Regulations; nor make any investments in
such manner as to incur tax liability under Section 4944 of
the Code and the Regulations; nor make any taxable
expenditures as defined in Section 4945(d) of the Code and
the Regulations.
7. Appointment of Trustees. (a) A Trustee may at
any time resign by delivering his resignation in writing to
the other Trustees. New Trustees may be appointed and any
Trustee may be removed by action of a majority of the
Trustees then serving, by instrument in writing signed by
the majority of the Trustees and filed with the Trust's
records and, if the Settlor is then living, with a copy
thereof delivered to the Settlor.
(b) Every such new Trustee so appointed from time
to time, upon his written acceptance of such appointment,
shall have, possess and exercise all the powers, authority
and discretion by this Agreement conferred upon the
<PAGE>
Page 16
original Trustees, as fully and effectively as though he were named
by this Agreement as one of the original Trustees.
8. Contributions From Others. If any person at
any time is disposed to make gifts or bequests to the Trust,
power and authority is hereby conferred upon the Trustees to
receive such gifts and bequests and to apply the principal
and income therefrom to the purposes of the Trust, under the
powers, authorities and discretions contained in this
Agreement, provided that such gifts or bequests are not made
upon any terms or conditions that would conflict with the
uses, purposes, and provisions of this Agreement and the
administration thereof by the Trustees, except that
restrictions in such gifts and bequests may be agreed to by
the Trustees and accepted subject thereto.
9. Creation of Corporation. The Settlor
authorizes and empowers the Trustees, if they desire to do
so, to form and organize a corporation for the uses and
purposes of the Trust provided for by this Agreement. Such
corporation may be organized under the laws of such
jurisdiction as may be determined by the Trustees and will
have power to administer and control the affairs and
property of the Trust, and to carry out the uses, objects
and purposes of the Trust.
10. Term of Trust. The Trust may at any time by
vote of at least 75% of the Trustees be wound up and the
<PAGE>
Page 17
assets distributed exclusively to such organizations that at
that time are tax exempt under Section 501(c)(3) of the Code
and the Regulations as the Trustees in their discretion
shall determine.
11. Amendment of Trust Agreement. This Agreement
may be amended by the Settlor with unanimous consent of all
of the Trustees, and if the Settlor is not living, by the
unanimous vote of the Trustees, but no such amendment shall
be adopted which shall cause the Trust to be organized and
operated for any purpose or in any manner which would cause
the Trust to lose its tax-exempt status under Section
501(c)(3) of the Code and the Regulations.
12. Separability. If any provision of this
Agreement is invalid, illegal or unenforceable, the balance
of this Agreement shall remain in effect, and if any
provision is inapplicable to any person or circumstance, it
shall nevertheless remain applicable to all other persons
and circumstances.
13. Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of the
State of New York, without giving effect to conflict of
laws.
14. Counterparts. This Agreement may be executed
in any number of counterparts, each of which shall be deemed
<PAGE>
Page 18
an original, but all of which together shall constitute one
and the same instrument.
IN WITNESS WHEREOF, this Agreement has been signed
by the Settlor and the Trustees.
Kevin B. Kimberlin
_________________________
Kevin B. Kimberlin
Settlor
_________________________
Lynn McClure
Trustee
Joni Steele
_________________________
Joni Steele
Trustee
Kevin B. Kimberlin
_________________________
Kevin B. Kimberlin
Trustee
<PAGE>
Page 19
STATE OF ____________)
) ss.:
COUNTY OF ___________)
On the ____ day of December, 1989, before me
personally came Lynn McClure, to me known, and known to me
to be the person described in and who executed the foregoing
instrument, and she acknowledged to me that she executed the
same.
__________________________
Notary Public
State of Connecticut )
) ss.: Greenwich
County of Fairfield )
On the 17th day of December, 1990, before me
personally came Joni Steele, to me known, and known to me to
be the person described in and who executed the foregoing
instrument, and she acknowledged to me that she executed the
same.
/s/ Louise A. Meyer
__________________________
Notary Public
State of New York )
) ss.:
County of New York )
On the 29th day of December, 1989, before me
personally came Kevin B. Kimberlin, to me known, and known
to me to be the person described in and who executed the
foregoing instrument, and he acknowledged to me that he
executed the same.
/s/ Alan Stahler
_____________________
Notary Public
<PAGE>
Page 20
Exhibit A
THE INTERNATIONAL AIDS CHARITABLE FOUNDATION
40,000 shares of common stock of Cortex
Pharmaceuticals, Inc. contributed by Kevin B. Kimberlin.
