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)
TC Management
237 Park Avenue, Suite 800
New York, New York 10017
(212) 808-3434
------------------------------------
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
December 14, 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
Anthony R. Campbell
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|X| *
(b)|_|
*Disclaimed
- --------------------------------------------------------------------------------
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
1,472,600 (See Item 5)
----------------------------------------------------------
NUMBER
OF 8) SHARED VOTING POWER
SHARES Not Applicable
----------------------------------------------------------
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 1,472,600 (See Item 5)
REPORTING
----------------------------------------------------------
PERSON 10) SHARED DISPOSITIVE POWER
WITH Not Applicable
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,472,600 (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)
5.1%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE>
Schedule 13D
Item 1 of the Schedule 13D, "Security and Issuer," is amended and restated in
its entirety as follows:
This Statement amends the Schedule 13D dated November 12, 1998 relating
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.
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.
Item 2 (a) - (c) of the Schedule 13D, "Identity and Background," is amended to
amend and restate the fifth paragraph thereof in its entirety as follows:
An aggregate of 1,472,600 shares of Common Stock, representing
approximately 5.1% of the shares of outstanding Common Stock, were beneficially
owned by the Reporting Person, as of December 14, 1998.
Item 2 (a) - (c) of the Schedule 13D, "Identity and Background," is amended to
add the following sentence at the end thereof:
TC Management is authorized to receive notices and communications
regarding this Statement.
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 December 14, 1998 the Reporting Person beneficially owned an
aggregate of 1,472,600 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 $15,790,207. 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.
<PAGE>
Item 4 of the Schedule 13D, "Purpose of Transaction," is amended to add the
following:
On December 14, 1998, the Company announced that it planned to
restructure its Board of Directors to include three new outside directors,
including James J. Apostolakis. The Company also announced that it planned to
hold its annual shareholders meeting on January 28, 1999, in New York City. The
Company's announcement followed discussions over an extended period of time with
the Reporting Person and others, and reflected, among other things, the
evolution of an understanding regarding the future composition of the Board and
certain related matters. It is anticipated that that understanding will be
reflected in a definitive agreement expected to be entered into shortly between
the Company, certain members of senior management, the Reporting Person and
certain of the parties who have been referred to in the Schedule 13D.
On the foregoing basis, the Committee described in the Schedule 13D is
being discontinued and the Reporting Person and others referred to in the
Schedule 13D are no longer pursuing the matters discussed therein.
It is anticipated that those persons who become signatories to a
definitive agreement as noted above will make such further filings as may be
appropriate in that connection going forward.
Items 5 (a) and (c) of the Schedule 13D, "Interest in Securities of the Issuer,"
are amended and restated in their entirety as follows:
(a) An aggregate of 1,472,600 shares of Common Stock, representing
approximately 5.1% of the shares of outstanding Common Stock, were beneficially
owned by the Reporting Person as of December 14, 1998.
The following table sets forth the number of shares of Common Stock
owned by the Campbell Entities as of December 14, 1998.
Percentage
of
Campbell Shares of Outstanding
Entity Common Stock Common Stock
- ------ ------------ ------------
TC Management/1/ 1,442,600 5.0
Windsor LP 1,298,800 4.5
TC Managed Account 101,300 .4
- --------
/1/ 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>
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.
(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.
Item 6 of the Schedule 13D, "Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer," is amended to add the
following:
It is anticipated that the understanding referred to in Item 4 will be
reflected in a definitive agreement expected to be entered into shortly between
the Company, certain members of senior management, the Reporting Person and
certain of the parties who have been referred to in the Schedule 13D. (See Item
4.)
<PAGE>
SIGNATURE
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: December 15, 1998
/s/ Anthony R. Campbell
------------------------
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
- ---- --------- ----------
10/29/98 15,000 $49,675
10/30/98 16,800 56,715
11/2/98 40,000 148,081
11/10/98 11,500 58,330
Shares Purchased by the TC Managed Account:
Number of
Shares
Date Purchased Total Cost
- ---- --------- ----------
11/2/98 10,000 $37,289
