SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Columbia Laboratories, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
197779101
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(CUSIP Number)
Anthony R. Campbell
c/o TC Management
237 Park Avenue, Suite 800
New York, New York 10017
(212) 808-3434
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(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
November 4, 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: |_|
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Schedule 13D
CUSIP No. 197779101
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1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Anthony R. Campbell
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|X| *
(b)|_|
*Disclaimed
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3) SEC USE ONLY
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4) SOURCE OF FUNDS
WC
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5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
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6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7) SOLE VOTING POWER
1,461,100 (See Item 5)
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NUMBER
OF 8) SHARED VOTING POWER
SHARES Not Applicable
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BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 1,461,100 (See Item 5)
REPORTING
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PERSON 10) SHARED DISPOSITIVE POWER
WITH Not Applicable
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,461,100 (See Item 5)
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12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
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13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
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14) TYPE OF REPORTING PERSON
IN
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<PAGE>
Schedule 13D
Item 1. Security and Issuer.
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This Statement on Schedule 13D (the "Statement") relates to the
Common Stock, $.01 par value (the "Common Stock"), of Columbia Laboratories,
Inc., a Delaware corporation (the "Company"). The principal executive offices of
the Company are located at 2665 South Bayshore Drive, Miami, Florida, 33133.
Item 2. Identity and Background.
-----------------------
(a) - (c) This statement is being filed by Anthony R. Campbell,
who is referred to as the "Reporting Person," or Mr. Campbell.
Shares beneficially owned by Mr. Campbell were formerly reflected
in a statement on Schedule 13D filed on behalf of James J. Apostolakis and
others including Mr. Campbell. Such filing was made, although none of the
persons mentioned were individually the beneficial owners of more than 5% of the
Company's shares, to avoid any potential question regarding compliance with
appropriate public disclosure requirements in the event that those persons might
be deemed to be members of a "group" collectively owning more than 5% of the
Company's shares, because they were prepared to cooperate with respect to
certain contacts with the Company's senior management and related matters
(although except as disclosed in connection with those contacts and related
matters there are no understandings among those persons with respect to the
Company's securities).
The filing of any Schedule 13D and amendments thereto does not
constitute an admission that the Reporting Person is a member of a "group" for
purposes of the Securities Exchange Act of 1934, as amended, or the rules
promulgated thereunder or for any other purpose whatsoever. The Reporting Person
expressly disclaims beneficial ownership of any Common Stock beneficially owned
by any other persons.
Mr. Campbell is now separately filing because he may be deemed to
be the beneficial owner of more than 5% of the Company's Common Stock.
An aggregate of 1,461,100 shares of Common Stock, representing
approximately 5.1% of the shares of outstanding Common Stock, were beneficially
owned by the Reporting Person, as of November 4, 1998.
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 and Windsor LP are collectively referred to as the "Campbell
Entities."
The business address and the address of the principal executive
office of Mr. Campbell is c/o TC Management, 237 Park Avenue, Suite 800, New
York, New York 10017.
(d) - (e) During the last five years, neither the Reporting
Person, nor, to the best knowledge of the Reporting Person, any of the Campbell
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
<PAGE>
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. Source and Amount of Funds or Other Consideration.
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As of November 4, 1998 the Reporting Person beneficially owned an
aggregate of 1,461,100 shares of Common Stock, all of which were acquired on the
open market over the course of time at then-current market prices for aggregate
consideration of approximately $15,731,877. The costs of the purchases by the
Campbell 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 Reporting Person as an
individual 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 Reporting Person and the Campbell Entities are substantial
and long-time shareholders of the Company. Their respective acquisitions of
Common Stock were made for investment purposes.
Over the course of time, the Reporting Person individually has
expressed to the Company's senior executives his very serious concerns with many
aspects of the Company's affairs, including among other things management's
repeated failure to meet announced business expectations, enormous increases in
senior management compensation, the dramatic decline in the trading price of the
Company's Common Stock, and reports that senior management is perceived by
elements of the business and financial community as lacking candor and
credibility.
On July 6, 1998, the Reporting Person and Messrs. James
Apostolakis, Christopher Castroviejo and David Knott met to share their
respective views about the Company's situation and discuss what steps, if any,
might be taken to further communicate those views to the Company's management
and seek solutions to the Company's problems. In view of the issues discussed at
that meeting, the matters on which the participants concurred, and the actions
taken thereafter (including the understanding that these persons and their
affiliates would share the cost of common legal counsel in this connection),
Messrs. Apostolakis, Campbell, Castroviejo and Knott might be deemed to have
formed a "group" for purposes of the applicable rules under the Securities
Exchange Act, which was the occasion for filing a Schedule 13D. Such persons,
however, have disclaimed that they are members of a "group" for this or any
other purpose. Subsequent
<PAGE>
discussions with Messrs. Bernard Marden and David Ray, who concurred with the
views of the others, led to their addition as reporting persons.
Following the July 6 meeting, a series of telephone conversations
were initiated among one or more of Messrs. Apostolakis, Campbell and Knott and
one or both of the Company's Chairman and the Company's President.
As a result of those discussions, the Reporting Person and such
other individuals believed that an understanding in principle had been reached
with the Company's senior management regarding certain immediate steps to
address shareholder concerns. Those steps included (i) seeking to identify and
employ in a senior executive capacity an individual from outside the Company
with extensive pharmaceutical industry experience; (ii) reducing recent
increases in senior management compensation and basing future compensation on
improvements in performance; (iii) finalizing the previously indicated departure
of the Company's chief operating officer; (iv) re-allocating responsibility for
investor relations and communications with the financial community, possibly
with outside assistance; and (v) reconfiguring the Company's Board of Directors
to retain four incumbent directors and, as the Reporting Person understood, to
add four new directors including Mr. Apostolakis.
At a meeting on July 15 at which the Reporting Person and such
other individuals expected to begin implementing the foregoing understanding in
principle, the Company's Chairman, while apparently still in agreement with the
first four items noted above, maintained that he had not agreed to the fifth
item, and proposed a significantly different Board configuration in which
incumbent directors would continue to constitute a majority. In the judgment of
the Reporting Person and such other individuals in attendance at that meeting,
the Chairman's proposal was insufficient to address the Company's situation and
inconsistent with their understanding of the parties' prior discussions. Limited
further communications have not changed this view.
The Reporting Person and such other individuals have indicated to
the Company's management that in the absence of an agreement regarding
appropriate steps to address the Company's problems, they are prepared to seek
changes in the Company's Board of Directors by other means. This would include,
without limitation, the nomination of candidates for election to the Board at
the next meeting of the Company's shareholders.
Based on, among other things, the value of the Company's major
products, Crinone and Replens, its patented bio-adhesive delivery system and its
extensive product pipeline, the Reporting Person believes that the Company's
Common Stock is severely undervalued in the market. The Reporting Person and
such other individuals expect that any directors who may be added to the Board
through their efforts would actively explore and pursue alternatives to enhance
shareholder value, which could
<PAGE>
include a possible sale of the Company or other extraordinary corporate
transaction, and would retain investment bankers or other advisers for that
purpose.
At any time, the Reporting Person may have discussions with
investment banking firms or other parties in an effort to identify and fully
assess and evaluate potential opportunities to realize and maximize shareholder
value.
During the latter part of the summer, the Reporting Person and
certain other individuals had further conversations with the Company's senior
management regarding immediate steps to address shareholder concerns over the
collapse of the Company's stock price and the perceived ineffectiveness of
current management.
Unfortunately, efforts to pursue those discussions had not been
productive.
Accordingly, on October 2, 1998, the Committee formed by the
Reporting Person, among others, wrote to the Board of Directors of the Company,
and each Director individually, to call their urgent attention to these vital
matters.
The Reporting Person is hopeful that the Company's Directors will
respond constructively to the letter of October 2. In the absence of a prompt
and positive response, however, the letter to the Board has reserved the
alternative of taking other actions with respect to the Company, including,
without limitation, going to court to demand that the Company schedule and hold
a 1998 annual meeting of shareholders as required by Delaware law and seeking to
nominate candidates to the Company's Board of Directors at such a meeting.
No 1998 annual meeting of the Company's shareholders has been
announced and to the knowledge of the Reporting Person no such meeting is
scheduled. Any action with respect to a future shareholders meeting, including
any decision to nominate candidates to the Company's Board or take other action
in that regard, would be pursued only in connection with such a meeting and in
the context of the circumstances then obtaining, and in compliance with
applicable rules of the Securities and Exchange Commission.
Item 5. Interest in Securities of the Issuer.
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(a) An aggregate of 1,461,100 shares of Common Stock,
representing approximately 5.1% of the shares of outstanding Common Stock, were
beneficially owned by the Reporting Person as of November 4, 1998.
The following table sets forth the number of shares of Common Stock
owned by the Campbell Entities as of November 4, 1998.
<PAGE>
Percentage
of
Campbell Shares of Outstanding
Entity Common Stock Common Stock
- ------ ------------ ------------
TC Management /7/ 1,431,100 5
Windsor LP 1,287,300 4.5
TC Managed Account 101,300 .4
Additionally, Mr. Campbell individually owns 42,500 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 Reporting Person expressly disclaims beneficial ownership of any
Common Stock beneficially owned by James J. Apostolakis, David Ray, Bernard
Marden, Christopher Castroviejo, David Knott or any other person.
(b) By reason of his position as managing general partner of TC
Management, the general partner of Windsor LP (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.
(c) Except as set forth on Schedule I annexed hereto, the
Reporting Person and the Campbell Entities 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.
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Notwithstanding certain discussions with the Company's
management, there is no present understanding between the Reporting Person and
the Company. Except as disclosed herein in connection with certain contacts with
the Company's senior management and related matters, there are no contracts,
arrangements, understandings or relationships required to be disclosed herein
with respect to the Company's securities between the Reporting Person and any of
Messrs. Apostolakis, Castroviejo, Marden, Ray or Knott. (See Item 4.)
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/7/ 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>
Item 7. Material to be Filed as Exhibits.
--------------------------------
Not Applicable.
<PAGE>
SIGNATURE
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After reasonable inquiry and to the best knowledge and belief of
the undersigned, the undersigned certifies that the information set forth in
this Statement is true, complete and correct.
Dated: November 9, 1998
/s/ Anthony R. Campbell
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Name: Anthony R. Campbell
<PAGE>
SCHEDULE I
TRANSACTIONS IN COMMON
STOCK OF COLUMBIA LABORATORIES, INC.
DURING THE PRECEDING 60 DAYS
Shares Purchased by Windsor LP:
Number of
Shares
Date Purchased Total Cost
- ---- --------- ----------
9/30/98 10,000 $38,125
10/6/98 25,000 73,750
10/8/98 20,000 54,129
10/9/98 10,000 27,625
10/29/98 15,000 49,675
10/30/98 16,800 56,715
11/2/98 40,000 148,081
Shares Purchased by the TC Managed Account:
Number of
Shares
Date Purchased Total Cost
- ---- --------- ----------
10/8/98 5,300 $14,363
11/2/98 10,000 37,289
