SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
(FINAL AMENDMENT)
TO
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)
November 10, 1998
-----------------
(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 4 pages
<PAGE>
Amendment No. 3 to Schedule 13D (Final Amendment)
This statement amends the Schedule 13D dated January 22, 1997, as
amended on September 22, 1997 and April 8, 1998 (as amended, the "Schedule
13D"), filed by Stanmore Associates, L.P. and the other Filing Persons named
therein relating to the Common Stock, $.01 par value (the "Common Stock"), of
Organogenesis, Inc., a Delaware corporation (the "Company"). Notwithstanding
this Amendment No. 3, the Schedule 13D speaks as of its date. Capitalized terms
used herein without definition have the meanings assigned to them in the
Schedule 13D.
ITEM 5(e) OF THE SCHEDULE 13D, "INTEREST IN SECURITIES OF THE ISSUER" IS AMENDED
AND RESTATED IN ITS ENTIRETY AS FOLLOWS:
The Filing Persons ceased to be the beneficial owner of more than 5% of
the Common Stock on November 10, 1998. On such date, Mr. Erani agreed to become
a member of the Board of Directors of the Company. In connection therewith, Mr.
Erani and the other Filing Persons have agreed that each of the three families
comprising the Filing Persons would act independently of one another.
Previously, the three families disclaimed the existence of a "group" within the
meaning of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
and they now have determined that they do not properly constitute a "group"
within the meaning of the Exchange Act. Accordingly, the Filing Persons no
longer have a reporting obligation under Section 13(d) of the Exchange Act with
respect to the Common Stock and the Filing Persons intend not to further amend
the Schedule 13D to reflect changes of the facts set forth herein which may
occur after the date hereof.
Page 2 of 4 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: November 10, 1998
Stanmore Associates, L.P.
By: Stanmore Corporation, Inc.
general partner
/s/Albert Erani
---------------------------
Name: Albert Erani
Title: Vice President
Stanmore Corporation, Inc.
/s/Albert Erani
----------------------------
Name: Albert Erani
Title: Vice President
/s/Albert Erani
---------------------
Albert Erani
Alan Ades
/s/Albert Erani
---------------------
By: Albert Erani
His: Attorney in Fact
Ita Josette Ades
/s/Albert Erani
---------------------
By: Albert Erani
Her: Attorney in Fact
Page 3 of 4 pages
<PAGE>
Maurice Ades
/s/Albert Erani
---------------------
By: Albert Erani
His: Attorney in Fact
Robert Ades
/s/Albert Erani
---------------------
By: Albert Erani
His: Attorney in Fact
Barbara Erani
/s/Albert Erani
---------------------
By: Albert Erani
Her: Attorney in Fact
Dennis Erani
/s/Albert Erani
---------------------
By: Albert Erani
His: Attorney in Fact
Page 4 of 4 pages
