UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 3
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
1. Name and Address of Reporting Person
Stanmore Associates, L.P.
41 East 42nd Street
New York, New York 10017
2. Date of Event Requiring Statement (Month/Day/Year)
9/18/98
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Issuer Name and Ticker or Trading Symbol
Organogenesis, Inc. (ORG)
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
( ) Director (X) 10% Owner ( ) Officer (give title below) ( ) Other
(specify below)
6. If Amendment, Date of Original (Month/Day/Year)
7. Individual or Joint/Group Filing (Check Applicable Line)
( ) Form filed by One Reporting Person
(X) Form filed by More than One Reporting Person
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Table I -- Non-Derivative Securities Beneficially Owned |
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1. Title of Security |2. Amount of |3. Ownership |4. Nature of Indirect |
| Securities | Form: | Beneficial Ownership |
| Beneficially | Direct(D) or | |
| Owned | Indirect(I) | |
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<S> <C> <C> <C>
Common Stock | 2,984,214 (1) | (1) | (1) |
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1 of 4 Pages
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Table II -- Derivative Securitites Beneficially Owned |
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1.Title of Derivative |2.Date Exer- |3.Title and Amount | |4. Conver-|5. Owner- |6. Nature of Indirect |
Security | cisable and | of Underlying | |sion or |ship | Beneficial Ownership |
| Expiration | Securities | |exercise |Form of | |
| Date(Month/ |-----------------------|---------|price of |Deriv- | |
| Day/Year) | |Amount |deri- |ative | |
| Date | Expira- | |or |vative |Security: | |
| Exer- | tion | Title |Number of|Security |Direct(D) or | |
| cisable | Date | |Shares | |Indirect(I) | |
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<S> <C> <C> <C> <C> <C> <C> <C>
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
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Explanation of Responses:
(1) See Schedule I.
Stanmore Associates, L.P.
By: Stanmore Corporation, its General Partner
/s/Albert Erani 9/28/98
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By: Albert Erani, President
(** signature of Reporting Person)
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SCHEDULE I
This Statement is being filed by Stanmore Associates, L.P.
("Stanmore"); by 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 "Reporting
Persons"). Reference is made to the Statement on Schedule 13D, filed by the
Reporting Persons with the Securities and Exchange Commission on January 24,
1997, as amended on September 30, 1997 and April 8, 1998.
The Reporting Persons beneficially own an aggregate of 2,984,214 shares
of Common Stock, representing approximately 10.2% of the shares of Common Stock.
Stanmore beneficially owns 3,000 of such shares; Stanmore Corporation
beneficially owns 3,000 of such shares; Alan Ades beneficially owns 1,332,156 of
such shares; Ita Josette Ades beneficially owns 5,250 of such shares; Maurice
Ades beneficially owns 50,000 of such shares; Robert Ades beneficially owns
38,500 of such shares; Dennis Erani beneficially owns 232,500 of such shares;
Albert Erani beneficially owns 1,448,183 of such shares; and Barbara Erani
beneficially owns 83,543 of such shares.
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.
Page 3 of 4 pages
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Joint Filer Information
-----------------------
Names: Stanmore Corporation
Alan Ades
Ita Josette Ades
Maurice Ades
Robert Ades
Albert Erani
Barbara Erani
Dennis Erani
Address: c/o Stanmore Associates, L.P.
41 East 42nd Street
New York, New York 10017
Designated Filer: Stanmore Associates, L.P.
Issuer and
Ticker Symbol: Organogenesis, Inc. (ORG)
Date of Event
Requiring Statement: September 18, 1998
Signatures:
Stanmore Corporation
By: /s/ Albert Erani
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Albert Erani
President
/s/ Alan Ades
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/s/ Ita Josette Ades
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/s/ Maurice Ades
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/s/ Robert Ades
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/s/ Albert Erani
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/s/ Barbara Erani
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/s/ Dennis Erani
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Page 4 of 4 pages
