SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO.1
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Columbia Laboratories, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
197779101
(CUSIP Number)
James J. Apostolakis
c/o Lexington Shipping and Trading Corp.
950 Third Avenue, 27th Floor
New York, New York 10022
(212) 588-1900
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
July 16, 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>
SCHEDULE 13D
CUSIP No. 197779101
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James J. Apostolakis
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3) SEC USE ONLY
4) SOURCE OF FUNDS
PF,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
United States
7) SOLE VOTING POWER
863,800 (See Item 5)
NUMBER
OF 8) SHARED VOTING POWER
SHARES Not Applicable
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 863,800 (See Item 5)
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH Not Applicable
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
863,800 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0 %
14) TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 197779101
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David Ray
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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
United States
7) SOLE VOTING POWER
165,000
NUMBER
OF 8) SHARED VOTING POWER
SHARES Not Applicable
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 165,000
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH Not Applicable
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
165,000
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6 %
14) TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 197779101
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bernard Marden
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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
United States
7) SOLE VOTING POWER
423,700
NUMBER
OF 8) SHARED VOTING POWER
SHARES Not Applicable
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 423,700
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH Not Applicable
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
423,700
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5 %
14) TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 197779101
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Anthony R. Campbell
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3) SEC USE ONLY
4) SOURCE OF FUNDS
PF, 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
United States
7) SOLE VOTING POWER
1,267,000 (See Item 5)
NUMBER
OF 8) SHARED VOTING POWER
SHARES Not Applicable
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 1,267,000 (See Item 5)
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH Not Applicable
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,267,000 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4 %
14) TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 197779101
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Christopher Castroviejo
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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
United States
7) SOLE VOTING POWER
330,000 (See Item 5)
NUMBER
OF 8) SHARED VOTING POWER
SHARES Not Applicable
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 330,000 (See Item 5)
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH Not Applicable
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
330,000 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1 %
14) TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This Statement amends the Schedule 13D dated July 16, 1998 (the
"Schedule 13D") filed by James J. Apostolakis and the other Reporting Persons
named therein relating to the Common Stock, $.01 par value (the "Common Stock"),
of Columbia Laboratories, Inc., a Delaware corporation (the "Company").
Notwithstanding this Amendment No. 1, the Schedule 13D speaks as of this date.
Capitalized terms used herein without definition have the meanings assigned to
them in the Schedule 13D.
ITEM 2 OF THE SCHEDULE 13D, "IDENTITY AND BACKGROUND," IS AMENDED AND RESTATED
IN ITS ENTIRETY AS FOLLOWS:
(a) - (c) This statement is being filed by James J. Apostolakis, David
Ray, Bernard Marden, Anthony R. Campbell and Christopher Castroviejo, who are
collectively referred to as the "Reporting Persons."
An aggregate of 4,061,600 Shares of Common Stock, representing
approximately 14.2% of the shares of outstanding Common Stock, were beneficially
owned by the members of the group described in Item 4, consisting of the
Reporting Persons together with Mr. David Knott (who has filed a separate
Schedule 13D), as of July 16, 1998.
Mr. Apostolakis is the president, sole director and sole shareholder of
Lexington Shipping and Trading Corporation, a Delaware corporation ("Lexington
Corp."), Bradmar Trading Corporation, a New Jersey corporation ("Bradmar
Corp."), and Bradford Shipping, Inc., a Delaware corporation ("Bradford Inc.").
Additionally, Mr. Apostolakis is custodian for three pension plans ("Pension
Plans"). Lexington Corp., Bradmar Corp., Bradford Inc. and the Pension Plans are
collectively referred to as the "Apostolakis Entities."
Mr. Ray is presently employed as a real estate owner.
Mr. Marden's present principal occupation is private investor.
Mr. Campbell is the managing general partner of TC Management ("TC
Management"), a general partnership, which is the sole general partner of
Windsor Partners LP ("Windsor LP"), a Delaware limited partnership. TC
Management also manages a managed account which holds shares of Common Stock
(the "TC Managed Account"). TC Management, Windsor LP and the TC Managed Account
are collectively referred to as the "Campbell Entities."
Mr. Castroviejo is the president of the manager of International
Parallax, a British Virgin Islands corporation ("International Parallax"), and
Mr. Castroviejo is general partner of Parallax LP, a Delaware limited
partnership ("Parallax LP"). International Parallax and Parallax LP are
collectively referred to as the "Castroviejo Entities." Mr. Castroviejo is also
a general partner, without management responsibility, of TC Management, the sole
general partner of Windsor LP.
<PAGE>
The business address and the address of the principal executive office
of Mr. Apostolakis is c/o Lexington Shipping and Trading Corp., 950 Third
Avenue, 27th Floor, New York, New York 10022.
The business address and the address of the principal executive office
of Mr. Ray is c/o Bannister's Wharf Co., Newport, Rhode Island 02840.
The business address and the address of the principal executive office
of Mr. Marden is 1290 South Ocean Blvd, Palm Beach, Florida 33480.
The business address and the address of the principal executive office
of Mr. Campbell and Mr. Castroviejo is c/o TC Management, 237 Park Avenue, Suite
800, New York, New York 10017.
(d) - (e) During the last five years, none of the Reporting Persons,
and, to the best knowledge of the Reporting Persons, none of the Apostolakis
Entities, Campbell Entities or Castroviejo Entities, 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.
(f) Each natural person identified in this Item 2 is a citizen of the
United States.
ITEM 3 OF THE SCHEDULE 13D, "SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION," IS AMENDED AND RESTATED IN ITS ENTIRETY AS
FOLLOWS:
As of July 16, 1998 the Reporting Persons beneficially owned an
aggregate of 3,054,500 shares of Common Stock, all of which were acquired in the
open market over the course of time at then-current market prices for aggregate
consideration of approximately $33,500,000.00 The costs of the purchases by
Apostolakis Entities, Campbell Entities and Castroviejo Entities 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 individual Reporting 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 5 (A) AND (B) OF THE SCHEDULE 13D, "INTEREST IN SECURITIES OF THE ISSUER."
ARE AMENDED AND RESTATED IN THEIR ENTIRETY AS FOLLOWS:
<PAGE>
(a) An aggregate of 4,061,600 Shares of Common Stock, representing
approximately 14.2% of the shares of outstanding Common Stock, were beneficially
owned by the members of the group described in Item 4, consisting of the
Reporting Persons together with Mr. David Knott (who has filed a separate
Schedule 13D), as of July 16, 1998.
The Reporting Persons included in this Schedule 13D beneficially own an
aggregate of 3,054,500 shares of Common Stock, representing approximately 10.6%
of the shares of the outstanding Common Stock./1/
The additional 1,007,100 shares of Common Stock beneficially owned by
David Knott, representing an additional approximately 3.5% of the shares of the
outstanding common Stock, are reported in a Schedule 13D separately filed.
The following table sets forth the number of shares of Common Stock
beneficially owned by each of the Reporting Persons and percentage of the
outstanding Common Stock such ownership represents. Item 2 sets forth the
entities which own Common Stock of which Mr. Apostolakis, Mr. Campbell or Mr.
Castroviejo may be deemed beneficial owners.
Percentage of
Reporting Shares of Outstanding
Person Common Stock Common Stock
- ------ ------------ ------------
Mr. Apostolakis 868,800/2/ 3.0
Mr. Ray 165,000 0.6
Mr. Marden 423,700 1.5
Mr. Campbell 1,267,000 4.4
Mr. Castroviejo/3/ 330,000 1.1
The following table sets forth the number of shares of Common Stock
owned by the Apostolakis Entities.
Percentage of
Apostolakis Shares of Outstanding
Entity Common Stock Common Stock
- ------ ------------ ------------
Lexington Corp. 48,600 0.2
Bradmar Corp. 36,850 0.1
Bradford Inc. 36,500 0.1
Pension Plans 17,625 0.06
- --------
/1/ Based upon 28,684,687 shares of Common Stock reported by the Company to be
outstanding as of April 30, 1998.
/2/ Not including certain non-qualified options, not presently exercisable, to
purchase 50,000 shares at a price of $11.625 granted on February 2, 1998.
/3/ Through his position as a general partner, without management reponsibility,
of TC Management, the sole general partner of Windsor LP, and manager for the TC
Managed Account, Mr. Castroviejo may also be deemed to beneficially own shares
of Common Stock owned by Windsor LP and the TC Managed Account, as to which he
disclaims beneficial ownership. The above table reflects only Mr. Castroviejo's
position as president of the manager of International Parallax and general
partner of Parallax LP. (See Item 2.)
<PAGE>
Additionally, Mr. Apostolakis individually owns 724,225 shares of Common Stock,
representing approximately 2.5% of the outstanding Common Stock.
The following table sets forth the number of shares of Common Stock
owned by the Campbell Entities.
Percentage of
Campbell Shares of Outstanding
Entity Common Stock Common Stock
- --------- ------------ ------------
TC Management/4/ 1,186,000 4.1
Windsor LP 1,100,000 3.8
TC Managed Account 86,000 .3
Additionally, Mr. Campbell individually owns 51,000 shares of Common
Stock, and a trust estate for the benefit of Mr. Campbell's children owns 30,000
shares of Common Stock (as to which Mr. Campbell disclaims beneficial
ownership), representing an aggregate of approximately .3% of the outstanding
Common Stock.
The following table sets forth the number of shares of Common Stock
owned by the Castroviejo Entities.
Percentage of
Castroviejo Shares of Outstanding
Entity Common Stock Common Stock
- --------- ------------ ------------
International Parallax 315,000 1.1
Parallax LP 15,000 0.05
(b) By reason of his position as sole officer, director and shareholder
of Lexington Corp., Bradford Inc., and Bradmar Corp. (see Item 2), and his
position as custodian for the Pension Plans, Mr. Apostolakis may be deemed to
possess the power to vote and dispose of the shares of Common Stock beneficially
owned by the Apostolakis Entities. Pursuant to Rule 13d-4 promulgated under the
Securities Act of 1934, as amended (the
- --------
/4/ TC Management, as general partner of Windsor LP and manager of the TC
Managed Account, may be deemed to beneficially own the shares directly owned by
Windsor LP and the TC Managed Account
<PAGE>
"Securities Exchange Act"), Mr. Apostolakis disclaims beneficial ownership of
such shares.
By reason of his position as managing general partner of TC Management,
the general partner of Windsor LP and manager for the Managed Account (see Item
2), Mr. Campbell may be deemed to possess the power to vote and dispose of the
shares of Common Stock beneficially owned by the Campbell Entities. Pursuant to
Rule 13d-4 promulgated under the Securities Exchange Act, Mr. Campbell disclaims
beneficial ownership of such shares.
By reason of his position as a general partner of TC Management, the
general partner of Windsor LP, his position of president of manager of
International Parallax and his position of general partner of Parallax LP, Mr.
Castroviejo may be deemed to possess the power to vote and dispose of the shares
of Common Stock beneficially owned by the Campbell Entities and the Castroviejo
Entities. Pursuant to Rule 13d-4 promulgated under the Securities Exchange Act,
Mr. Castroviejo disclaims beneficial ownership of such shares.
ITEM 6 OF THE SCHEDULE 13D, "CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER," IS AMENDED TO ADD THE
FOLLOWING NEW PARAGRAPH AT THE END THEREOF:
Pursuant to the rules of the Securities and Exchange Commission
relating to the filing of Statements on Schedule 13D, the Reporting Persons have
executed an Agreement of Joint Filing with respect to this Schedule 13D. It is
also understood that the Reporting Persons and Mr. Knott would share the cost of
legal counsel in this connection. (See Item 4.)
<PAGE>
SIGNATURES
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: July 23, 1998
/s/ James J. Apostolakis
--------------------------
Name: James J. Apostolakis
/s/ David Ray
---------------------------
Name: David Ray
/s/ Bernard Marden
---------------------------
Name: Bernard Marden
/s/ Anthony R. Campbell
---------------------------
Name: Anthony R. Campbell
/s/ Christopher Castroviejo
----------------------------
Name: Christopher Castroviejo
<PAGE>
SCHEDULE I IS AMENDED AND RESTATED IN ITS ENTIRETY AS FOLLOWS:
SCHEDULE I
TRANSACTIONS IN COMMON
STOCK OF COLUMBIA LABORATORIES, INC.
DURING THE PRECEDING 60 DAYS
Shares Purchased by James J. Apostolakis./6/
Number of
Shares
Date Purchased Total Cost
- ---- --------- ----------
5/27/98 4,200 $35,265.00
7/8/98 1,000 $5,120.00
7/9/98 1,100 $6,946.00
7/13/98 1,200 $8,172.00
Shares Purchased by Lexington Corp.
Number of
Shares
Date Purchased Total Cost
- ---- --------- ----------
7/13/98 3,000 $20,430.00
Shares Purchased by Bradmar Corp.
Number of
Shares
Date Purchased Total Cost
- ---- --------- ----------
7/10/98 2,000 $14,500.00
Shares Purchased by Bernard Marden./7/
Number of
Shares
Date Purchased Total Cost
- ---- --------- ----------
7/10/98 55,400 $387,800.00
Shares Purchased by Windsor Partners
Number of
Shares
Date Purchased Total Cost
- ---- --------- ----------
6/16/98 15,000 $ 89,650.00
6/18/98 8,000 $ 48,325.00
6/18/98 52,700 $305,685.00
7/7/98 2,700 $ 14,699.50
7/14/98 8,000 $ 53,665.00
7/14/98 2,000 $ 13,645.00
7/14/98 3,500 $ 25,242.50
Shares Sold by Windsor Partners
Number of
Shares
Date Sold Total Cost
- ---- --------- ----------
6/17/98 8,100 $ 48,605.11
6/17/98 6,900 $ 41,404.35
- --------
/6/ In addition to the listed purchases, on June 16, 1998 Mr. Apostolakis
purchased 200 call options at $5.00 on the open market at a price of $1.625.
/7/ In addition to the listed purchases, on June 18, 1998 Mr. Ray purchased 200
call options at $7.50 on the open market for a price of $.75.
