SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Organogenesis, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)+
68590600
(CUSIP Number)
Stanmore Associates, L.P.
41 East 42nd Street
New York, New York 10017
(212) 682-2770
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
January 13, 1997
(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: [ ]
Page 1 of 20 pages
<PAGE>
SCHEDULE 13D
CUSIP No. 68590600 Page 2 of 20 Pages
SCHEDULE 13D
CUSIP No. 68590600
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stanmore Associates, L.P.
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF 1,000 (See Item 5)
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY Not Applicable
EACH REPORTING
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
1,000 (See Item 5)
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
Not Applicable
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than .1%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 68590600 Page 3 of 20 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stanmore Corporation, Inc.
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF 1,000 (See Item 5)
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY Not Applicable
EACH REPORTING --------------------------------------------------------------
PERSON 9) SOLE DISPOSITIVE POWER
WITH 1,000 (See Item 5)
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
Not Applicable
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than .1%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 68590600 Page 4 of 20 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alan Ades
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS
PF
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF 429,700 (see Item 5)
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 30,000 (see Item 5)
EACH REPORTING --------------------------------------------------------------
PERSON 9) SOLE DISPOSITIVE POWER
WITH 429,700 (see Item 5)
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
30,000 (see Item 5)
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
459,700
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.2%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 68590600 Page 5 of 20 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ita Josette Ades
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS
PF
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF 1,800 (see Item 5)
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY Not Applicable
EACH REPORTING --------------------------------------------------------------
PERSON 9) SOLE DISPOSITIVE POWER
WITH 1,800 (see Item 5)
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
Not Applicable
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,800
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than .1%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 68590600 Page 6 of 20 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Maurice Ades
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS
PF
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF 9,000 (see Item 5)
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY Not Applicable
EACH REPORTING --------------------------------------------------------------
PERSON 9) SOLE DISPOSITIVE POWER
WITH 9,000 (see Item 5)
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
Not Applicable
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,000
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.1%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 68590600 Page 7 of 20 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert Ades
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS
PF
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF 7,000 (see Item 5)
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY Not Applicable
EACH REPORTING --------------------------------------------------------------
PERSON 9) SOLE DISPOSITIVE POWER
WITH 7,000 (see Item 5)
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
Not Applicable
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,000
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.1%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 68590600 Page 8 of 20 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dennis Erani
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS
PF
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF 83,625 (see Item 5)
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY Not applicable
EACH REPORTING --------------------------------------------------------------
PERSON 9) SOLE DISPOSITIVE POWER
WITH 83,625 (see Item 5)
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
Not applicable
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
83,625
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.6%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 68590600 Page 9 of 20 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Albert Erani
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS
PF
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF 443,775 (see Item 5)
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 30,000 (see Item 5)
EACH REPORTING --------------------------------------------------------------
PERSON 9) SOLE DISPOSITIVE POWER
WITH 443,775 (see Item 5)
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
30,000 (see Item 5)
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
473,775
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 68590600 Page 10 of 20 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Barbara Erani
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS
PF
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF 21,000 (see Item 5)
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY Not Applicable
EACH REPORTING --------------------------------------------------------------
PERSON 9) SOLE DISPOSITIVE POWER
WITH 21,000 (see Item 5)
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
Not Applicable
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,000
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.2%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (the "Statement") relates to the Common
Stock, $.01 par value (the "Common Stock"), of Organogenesis, Inc., a Delaware
corporation (the "Company"). The principal executive offices of the Company are
located at 150 Dan Road, Canton, Massachusetts 02021.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (c) The Filing Persons (as defined herein) represent three
different families, each of whom has made, and will continue to make, its own
investment decisions. The investment decisions of any one family may or may not
coincide with the decisions made by the other families. Each Filing Person
expressly disclaims the existence of a "group" within the meaning of Rule
13d-5(b)(1) of the Securities Exchange Act of 1934, as amended.
This Statement is being filed by Stanmore Associates, L.P.
("Stanmore"); by Stanmore Corporation, Inc. ("Stanmore Corporation"); by Alan
Ades and his wife, Ita Josette Ades, and their sons, Maurice and Robert; by
Albert Erani and his wife, Barbara Erani; and by Dennis Erani, the brother of
Albert (collectively, the "Filing Persons").
Stanmore Associates, L.P. is a Delaware limited partnership with
principal offices at 41 East 42nd Street, New York, New York 10017. Stanmore is
principally engaged in the business of investing in securities.
The general partner of Stanmore is Stanmore Corporation, whose business
address is c/o Stanmore Associates, L.P., 41 East 42nd Street, New York, New
York 10017, and who, by virtue of its position as general partner therein, may
be deemed a controlling person thereof. Alan Ades is the President and Director
and Albert Erani is Vice President and Director of Stanmore Corporation.
The business address of each of the Filing Persons is c/o Stanmore
Associates, L.P., 41 East 42nd Street, New York, New York 10017. Alan Ades,
Albert Erani and Dennis Erani are private investors. Mrs. Ades and Mrs. Erani
are housewives. Maurice and Robert Ades are business executives.
(d) - (e) During the last five years, none of the Filing Persons has
been convicted in a criminal proceeding (excluding traffic violations and
similar misdemeanors) or has 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.
Page 11 of 20 pages
<PAGE>
(f) Each natural person identified in this Item 2 is a citizen of the
United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As of January 23, 1997, the Filing Persons beneficially owned an
aggregate of 1,025,900 shares of Common Stock, all of which were acquired in the
open market. The aggregate purchase price for such shares was $19,701,985.00.
The costs of the purchases by Stanmore were funded out of working capital, which
may, at any given time, include margin loans made by brokerage firms in the
ordinary course of business. The costs of the purchases made by the other Filing
Persons were funded out of personal funds, which may, at any given time, include
margin loans made by brokerage firms in the ordinary course of business.
ITEM 4. PURPOSE OF TRANSACTION.
The Filing Persons acquired beneficial ownership of the shares of
Common Stock to which this Statement relates for investment.
The Filing Persons may acquire additional shares of Common Stock or
other securities of the Company or sell or otherwise dispose of any or all of
the shares of Common Stock or other securities of the Company beneficially owned
by such persons. Inasmuch as each of the three families comprising the Filing
Persons may have different investment goals, action taken by any one such family
may be different from the action or inaction of the other families, Stanmore or
Stanmore Corporation. The Filing Persons may take any other action with respect
to the Company or any of its debt or equity securities in any manner permitted
by law.
Except as disclosed in this Item 4, the Filing Persons have no current
plans or proposals which relate to or would result in any of the events
described in Items (a) through (j) of the instructions to Item 4 of Schedule
13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Filing Persons beneficially own an aggregate of 1,025,900
shares of Common Stock, representing approximately 7.2% of the shares of Common
Stock./1/ Stanmore beneficially owns 1,000 of such shares (less than .1%);
Stanmore Corporation beneficially owns 1,000 of such shares (less than .1%);
Alan Ades beneficially owns 459,700 of such shares (3.2%); Ita Josette Ades
beneficially owns 1,800 of such shares (less than .1%); Maurice Ades
beneficially owns 9,000 of such shares
- --------------
/1/ Based upon 14,260,547 shares of Common Stock reported by the Company to be
outstanding as of November 4, 1996 in its Quarterly Report on Form 10-Q for
the quarter ended September 30, 1996.
Page 12 of 20 pages
<PAGE>
(.1%); Robert Ades beneficially owns 7,000 of such shares (.1%); Dennis Erani
beneficially owns 83,625 of such shares (.6%); Albert Erani beneficially owns
473,775 of such shares (3.3%); and Barbara Erani beneficially owns 21,000 of
such shares (.2%).
(b) By reason of its position as general partner of Stanmore, Stanmore
Corporation may be deemed to possess the power to vote and dispose of the shares
of Common Stock beneficially owned by Stanmore. Pursuant to Rule 13d-4
promulgated under the Securities Act of 1934, as amended, Stanmore Corporation
disclaims beneficial ownership of such shares. By reason of their positions as
officers and directors of Stanmore Corporation, Alan Ades and Albert Erani may
be deemed to possess the power to vote and dispose of the shares of Common Stock
beneficially owned by Stanmore. Pursuant to Rule 13d-4 promulgated under the
Securities Exchange Act of 1934, as amended, Alan Ades and Albert Erani disclaim
beneficial ownership of such shares.
The shares held by Albert and Barbara Erani include shares held as
custodians under the New York Uniform Gift to Minors Act for the benefit of
their children, Robert, David and Emily Erani, and thus they may be deemed
beneficial owners of such shares.
The shares held by Alan Ades include shares held as custodians under
the New York Uniform Gift to Minors Act for the benefit of his daughter, Rebecca
Ades, and thus he may be deemed beneficial owner of such shares.
The shares held by Dennis Erani include shares held as custodian under
the New York Uniform Gift to Minors Act for the benefit of his children, Robert
H. and Emily G. Erani, and thus he may be deemed beneficial owner of such
shares.
The shares jointly held by Alan Ades and Albert Erani also include
shares held by various corporate pension plans, of which they are the sole
trustees, and thus they may be deemed beneficial owners of such shares. Pursuant
to Rule 13d-4 of the Securities Exchange Act of 1934, as amended, Alan Ades and
Albert Erani expressly disclaim beneficial ownership of such shares.
(c) Except as set forth on Schedule I annexed hereto, the Filing
Persons have not effected any transactions in the Common Stock during the past
60 days. All such transactions were effected in the open market.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Page 13 of 20 pages
<PAGE>
Exhibit 1 - Agreement of joint filing pursuant to Rule 13d(1)-f promulgated
under the Securities Exchange Act of 1934, as amended.
Page 14 of 20 pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
Statement is true, complete and correct.
Dated: January 23, 1997
Stanmore Associates, L.P.
By: Stanmore Corporation, Inc.,
general partner
/s/ Alan Ades
-------------
Name: Alan Ades
Title: President
Stanmore Corporation, Inc.
/s/ Alan Ades
-------------
Name: Alan Ades
Title: President
/s/ Alan Ades
-------------
Alan Ades
Ita Josette Ades
/s/ Alan Ades
-------------
By: Alan Ades
Her: Attorney in Fact
Maurice Ades
/s/ Alan Ades
-------------
By: Alan Ades
His: Attorney in Fact
Robert Ades
/s/ Alan Ades
-------------
By: Alan Ades
His: Attorney in Fact
Albert Erani
/s/ Alan Ades
-------------
By: Alan Ades
His: Attorney in Fact
Page 15 of 20 pages
<PAGE>
Barbara Erani
/s/ Alan Ades
-------------
By: Alan Ades
Her: Attorney in Fact
Dennis Erani
/s/ Alan Ades
-------------
By: Alan Ades
His: Attorney in Fact
Page 16 of 20 pages
<PAGE>
SCHEDULE I
TRANSACTIONS IN COMMON
STOCK OF ORGANOGENESIS, INC.
DURING THE PRECEDING 60 DAYS
Shares Purchased by Stanmore Associates, L.P.
Number of
Shares Price Per
Date Purchased Share Total Cost
- ---- --------- ----- ----------
1/20/97 1,000 $23.25 $ 23,310
Shares Purchased by Alan Ades
Number of
Shares Price Per
Date Purchased Share Total Cost
- ---- --------- ----- ----------
11/29/96 25,000 20.25 $ 507,756.00
12/2/96 48,000 20.25 974,886.00
12/6/96 2,000 21.00 42,126.00
1/13/97 13,700 22.75 312,498.00
1/13/97 34,800 22.625 789,441.00
1/13/97 7,500 22.50 169,202.00
1/14/97 4,000 22.50 90,246.00
1/14/97 1,000 22.75 22,811.00
1/14/97 82,000 23.00 1,890,924.00
1/14/97 5,700 22.75 130,017.00
1/14/97 31,500 22.875 722,454.00
1/14/97 5,000 22.75 114,055.00
Shares Purchased by Maurice Ades
Number of
Shares Price Per
Date Purchased Share Total Cost
- ---- --------- ----- ----------
12/6/96 2,000 $21.00 $42,126.00
1/14/97 1,000 22.625 22,686.00
1/14/97 3,000 22.75 68,435.00
Shares Purchased by Robert Ades
Number of
Shares Price Per
Date Purchased Share Total Cost
- ---- --------- ----- ----------
12/6/96 2,000 $21.00 $42,126.00
1/14/97 1,000 22.625 22,686.00
1/14/97 3,000 22.50 67,685.00
Page 17 of 20 pages
<PAGE>
Shares Purchased by Ita Josette Ades
Number of
Shares Price Per
Date Purchased Share Total Cost
- ---- --------- ----- ----------
1/14/97 1,800 $22.75 $41,064.00
Shares Purchased by Dennis Erani
Number of
Shares Price Per
Date Purchased Share Total Cost
- ---- --------- ----- ----------
12/6/96 1,000 $21.875 $21,941.00
12/6/96 1,000 21.875 21,941.00
Shares Purchased by Albert Erani
Number of
Shares Price Per
Date Purchased Share Total Cost
- ---- --------- ----- ----------
11/29/96 25,000 20.25 $ 507,756.00
12/2/96 48,000 20.25 974,886.00
12/17/96 1,000 20.125 20,556.00
12/17/96 1,000 20.125 20,191.00
12/17/96 1,000 20.125 20,556.00
1/13/97 13,800 22.75 314,779.00
1/13/97 34,800 22.625 789,441.00
1/13/97 7,400 22.50 166,946.00
1/14/97 79,000 23.00 1,821,796.00
Shares Purchased by Barbara Erani
Number of
Shares Price Per
Date Purchased Share Total Cost
- ---- --------- ----- ----------
12/2/96 1,000 $20.25 $20,316.00
Shares jointly Purchased by Alan Ades and Albert Erani
Number of
Shares Price Per
Date Purchased Share Total Cost
- ---- --------- ----- ----------
12/6/96 4,000 $21.00 $ 84,246.00
12/6/96 5,000 21.00 105,353.00
12/6/96 5,000 21.00 105,350.00
Page 18 of 20 pages
<PAGE>
EXHIBIT 1
Agreement of Joint Filing
Pursuant to 13d-1(f) promulgated under the Securities Exchange Act of
1934, as amended, the undersigned persons hereby agree to file with the
Securities and Exchange Commission the Statement on Schedule 13D (the
"Statement") to which this Agreement is attached as an exhibit, and agree that
such Statement, as so filed, is filed on behalf of each of them.
IN WITNESS WHEREOF, the undersigned have executed this Agreement.
Stanmore Associates, L.P.
By: Stanmore Corporation, Inc.,
general partner
/s/ Alan Ades
-------------
Name: Alan Ades
Title: President
Stanmore Corporation, Inc.
/s/ Alan Ades
-------------
Name: Alan Ades
Title: President
/s/ Alan Ades
-------------
Alan Ades
Ita Josette Ades
/s/ Alan Ades
-------------
By: Alan Ades
Her: Attorney in Fact
Maurice Ades
/s/ Alan Ades
-------------
By: Alan Ades
His: Attorney in Fact
Robert Ades
/s/ Alan Ades
-------------
By: Alan Ades
His: Attorney in Fact
Page 19 of 20 pages
<PAGE>
Albert Erani
/s/ Alan Ades
-------------
By: Alan Ades
His: Attorney in Fact
Barbara Erani
/s/ Alan Ades
-------------
By: Alan Ades
Her: Attorney in Fact
Dennis Erani
/s/ Alan Ades
-------------
By: Alan Ades
His: Attorney in Fact
Page 20 of 20 pages
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that Ita Josette Ades, individually
and in her capacity as custodian under the Uniform Gifts to Minors Act for the
accounts of her daughter Rebecca Ades at Ladenburg Thalman & Co. Inc.,
constitutes and appoints Alan Ades, Albert Erani and Ezra G. Levin, and each of
them, as her true and lawful attorney-in-fact and agent, with full power of
substitution, for her and in her name, place and stead, in any and all
capacities, to execute any and all documents or instruments and take any and all
other actions as he shall deem appropriate in connection with any matter
relating to the filing of a Schedule 13D with the United States Securities and
Exchange Commission in connection with the acquisition of common stock of
Organogenesis, Inc., granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every thing requisite and necessary to
be done in connection therewith, as fully to all intents and purposes as she
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.
The undersigned agrees to hold the attorney-in-fact free and harmless
from any and all loss, claim, damage or other liability which she may sustain as
a result of any action taken in good faith hereunder.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on January 21, 1997.
/s/ Ita Josette Ades
--------------------
Ita Josette Ades
STATE of |
| ss.:
COUNTY of |
BE IT KNOWN, That on the ___ day of January, 1997 before me, __________
personally came and appeared Ita Josette Ades, to me known, and known to me to
be the individual described in, and who executed the foregoing Power of
Attorney, and she acknowledged to me that she executed same.
----------------------------------
[SEAL]
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that Barbara Erani, individually
and in her capacity as custodian under the Uniform Gifts to Minors Act for the
accounts of her children Robert Erani, David Erani and Emily Erani at Ladenburg
Thalman & Co. Inc., constitutes and appoints Alan Ades, Albert Erani and Ezra G.
Levin, and each of them, as her true and lawful attorney-in-fact and agent, with
full power of substitution, for her and in her name, place and stead, in any and
all capacities, to execute any and all documents or instruments and take any and
all other actions as he shall deem appropriate in connection with any matter
relating to the filing of a Schedule 13D with the United States Securities and
Exchange Commission in connection with the acquisition of common stock of
Organogenesis, Inc., granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every thing requisite and necessary to
be done in connection therewith, as fully to all intents and purposes as she
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.
The undersigned agrees to hold the attorney-in-fact free and harmless
from any and all loss, claim, damage or other liability which she may sustain as
a result of any action taken in good faith hereunder.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on January 21, 1997.
/s/ Barbara Erani
-----------------
Barbara Erani
STATE of |
| ss.:
COUNTY of |
BE IT KNOWN, That on the ___ day of January, 1997 before me, __________
personally came and appeared Barbara Erani, to me known, and known to me to be
the individual described in, and who executed the foregoing Power of Attorney,
and she acknowledged to me that she executed same.
----------------------------------
[SEAL]
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that Albert Erani, individually and
in his capacity as custodian under the Uniform Gifts to Minors Act for the
accounts of his children Robert Erani, David Erani and Emily Erani at Ladenburg
Thalman & Co. Inc., constitutes and appoints Alan Ades, Albert Erani and Ezra G.
Levin, and each of them, as his true and lawful attorney-in-fact and agent, with
full power of substitution, for his and in his name, place and stead, in any and
all capacities, to execute any and all documents or instruments and take any and
all other actions as he shall deem appropriate in connection with any matter
relating to the filing of a Schedule 13D with the United States Securities and
Exchange Commission in connection with the acquisition of common stock of
Organogenesis, Inc., granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every thing requisite and necessary to
be done in connection therewith, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.
The undersigned agrees to hold the attorney-in-fact free and harmless
from any and all loss, claim, damage or other liability which he may sustain as
a result of any action taken in good faith hereunder.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on January 21, 1997.
/s/ Albert Erani
----------------
Albert Erani
STATE of |
| ss.:
COUNTY of |
BE IT KNOWN, That on the ___ day of January, 1997 before me, __________
personally came and appeared Albert Erani, to me known, and known to me to be
the individual described in, and who executed the foregoing Power of Attorney,
and he acknowledged to me that he executed same.
----------------------------------
[SEAL]
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that Dennis Erani, individually and
in his capacity as custodian under the Uniform Gifts to Minors Act for the
accounts of his children Robert H. and Emily G. Erani at Ladenburg Thalman & Co.
Inc., constitutes and appoints Alan Ades, Albert Erani and Ezra G. Levin, and
each of them, as his true and lawful attorney-in-fact and agent, with full power
of substitution, for his and in his name, place and stead, in any and all
capacities, to execute any and all documents or instruments and take any and all
other actions as he shall deem appropriate in connection with any matter
relating to the filing of a Schedule 13D with the United States Securities and
Exchange Commission in connection with the acquisition of common stock of
Organogenesis, Inc., granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every thing requisite and necessary to
be done in connection therewith, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.
The undersigned agrees to hold the attorney-in-fact free and harmless
from any and all loss, claim, damage or other liability which he may sustain as
a result of any action taken in good faith hereunder.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on January 21, 1997.
/s/ Dennis Erani
----------------
Dennis Erani
STATE of |
| ss.:
COUNTY of |
BE IT KNOWN, That on the ___ day of January, 1997 before me,
__________ personally came and appeared Dennis Erani, to me known, and known to
me to be the individual described in, and who executed the foregoing Power of
Attorney, and he acknowledged to me that he executed same.
----------------------------------
[SEAL]
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that Robert Ades, constitutes and
appoints Alan Ades, Albert Erani and Ezra G. Levin, and each of them, as his
true and lawful attorney-in-fact and agent, with full power of substitution, for
his and in his name, place and stead, in any and all capacities, to execute any
and all documents or instruments and take any and all other actions as he shall
deem appropriate in connection with any matter relating to the filing of a
Schedule 13D with the United States Securities and Exchange Commission in
connection with the acquisition of common stock of Organogenesis, Inc., granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent may lawfully
do or cause to be done by virtue hereof.
The undersigned agrees to hold the attorney-in-fact free and harmless
from any and all loss, claim, damage or other liability which he may sustain as
a result of any action taken in good faith hereunder.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on January 21, 1997.
/s/ Robert Ades
---------------
Robert Ades
STATE of |
| ss.:
COUNTY of |
BE IT KNOWN, That on the ___ day of January, 1997 before me, __________
personally came and appeared Robert Ades, to me known, and known to me to be the
individual described in, and who executed the foregoing Power of Attorney, and
he acknowledged to me that he executed same.
----------------------------------
[SEAL]
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that Maurice Ades, constitutes and
appoints Alan Ades, Albert Erani and Ezra G. Levin, and each of them, as his
true and lawful attorney-in-fact and agent, with full power of substitution, for
his and in his name, place and stead, in any and all capacities, to execute any
and all documents or instruments and take any and all other actions as he shall
deem appropriate in connection with any matter relating to the filing of a
Schedule 13D with the United States Securities and Exchange Commission in
connection with the acquisition of common stock of Organogenesis, Inc., granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent may lawfully
do or cause to be done by virtue hereof.
The undersigned agrees to hold the attorney-in-fact free and harmless
from any and all loss, claim, damage or other liability which he may sustain as
a result of any action taken in good faith hereunder.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on January 21, 1997.
/s/ Maurice Ades
----------------
Maurice Ades
STATE of |
| ss.:
COUNTY of |
BE IT KNOWN, That on the ___ day of January, 1997 before me, __________
personally came and appeared Maurice Ades, to me known, and known to me to be
the individual described in, and who executed the foregoing Power of Attorney,
and he acknowledged to me that he executed same.
----------------------------------
[SEAL]
