SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FINAL AMENDMENT
(AMENDMENT NO. 4)
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)
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
James J. Apostolakis
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| *
(b) |_|
* Disclaimed
- --------------------------------------------------------------------------------
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
935,900 (See Item 5)
NUMBER -------------------------------------------------------
OF 8) SHARED VOTING POWER
SHARES Not Applicable
BENEFICIALLY
-------------------------------------------------------
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 935,900 (See Item 5)
REPORTING
-------------------------------------------------------
PERSON 10) SHARED DISPOSITIVE POWER
WITH Not Applicable
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
935,900 (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)
3.3%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
- ----------------------------------------------------------------
- 2 -
<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) |_|
*Disclaimed
- --------------------------------------------------------------------------------
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
214,000
NUMBER
-------------------------------------------------------
OF 8) SHARED VOTING POWER
SHARES Not Applicable
BENEFICIALLY
-------------------------------------------------------
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 214,000
REPORTING
-------------------------------------------------------
PERSON 10) SHARED DISPOSITIVE POWER
WITH Not Applicable
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
214,000
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
- -------------------------------------------------------------
- 3 -
<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) |_|
*Disclaimed
- --------------------------------------------------------------------------------
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
375,000
NUMBER
-------------------------------------------------------
OF 8) SHARED VOTING POWER
SHARES Not Applicable
BENEFICIALLY
-------------------------------------------------------
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 375,000
REPORTING
-------------------------------------------------------
PERSON 10) SHARED DISPOSITIVE POWER
WITH Not Applicable
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
375,000
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3 %
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
- ----------------------------------------------------------------
- 4 -
<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) |_|
*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
0 (See Item 5)
NUMBER
-------------------------------------------------------
OF 8) SHARED VOTING POWER
SHARES Not Applicable
BENEFICIALLY
-------------------------------------------------------
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 0 (See Item 5)
REPORTING
-------------------------------------------------------
PERSON 10) SHARED DISPOSITIVE POWER
WITH Not Applicable
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (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)
0 %
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
- ----------------------------------------------------------------
- 5 -
<PAGE>
Schedule 13D
------------
Item 1 of the Schedule 13D, "Security and Issuer," is amended to amend and
restate the first and second paragraphs thereof in their entirety as follows:
This Statement amends the Schedule 13D dated July 16, 1998, as
amended by Amendment No. 1 filed on July 23, 1998, by Amendment No. 2 filed on
October 6, 1998 and by Amendment No. 3 filed on November 11, 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. 4, the Schedule 13D speaks as of this date.
Capitalized terms used herein without definition have the meanings assigned to
them in the Schedule 13D.
In each case, the filing of the Schedule 13D and Amendments
thereto does not constitute an admission that the Reporting Persons constitute a
"group" for purposes of the Securities Exchange Act of 1934, as amended, or the
rules promulgated thereunder or for any other purpose whatsoever. Each of the
Reporting Persons expressly disclaims beneficial ownership of any Common Stock
beneficially owned by any of the other Reporting Persons or any other person.
Item 2 (a) - (c) of the Schedule 13D, "Identity and Background," is amended to
amend and restate the second paragraph thereof in its entirety as follows:
An aggregate of 1,524,900 shares of Common Stock, representing
approximately 5.3% of the shares of outstanding Common Stock, were beneficially
owned by the various Reporting Persons included in this Schedule 13D as of
December 14, 1998. An aggregate of 4,135,700 shares of Common Stock,
representing approximately 14.4% of the shares of outstanding Common Stock, were
beneficially owned by the various Reporting Persons included in this Schedule
13D together with Mr. Anthony R. Campbell (who has filed a separate Schedule
13D) and Mr. David Knott (who has filed a separate Schedule 13D), as of December
14, 1998.
Item 3 of the Schedule 13D, "Source and Amount of Funds or Other Consideration,"
is amended to amend and restate the first sentence thereof in its entirety as
follows:
As of December 14, 1998, the various Reporting Persons
beneficially owned an aggregate of 1,524,900 shares of Common Stock, all of
which were acquired on the open market over the course of time at then-current
prices for an aggregate consideration of approximately $32,554,101.
- 6 -
<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, one of the Reporting Persons. 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 certain of the Reporting Persons 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, and certain of the parties who have been Reporting Persons or
otherwise referred to in the Schedule 13D and Amendments thereto.
On the foregoing basis, the Committee described in the Schedule
13D is being discontinued and the Reporting Persons 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 4,135,700 shares of Common Stock,
representing approximately 14.4% of the shares of outstanding Common Stock, were
beneficially owned by the various Reporting Persons included in this Schedule
13D together with Mr. Anthony R. Campbell (who has filed a separate Schedule
13D) and Mr. David Knott (who has filed a separate Schedule 13D), as of December
14, 1998.
The various Reporting Persons included in this Schedule 13D
beneficially own an aggregate of 1,524,900 shares of Common Stock, representing
approximately 5.3% of the shares of outstanding Common Stock./1/
An additional 1,138,200 shares of Common Stock, representing an
additional approximately 4.0% of the shares of outstanding Common Stock, were
beneficially owned by David Knott as of December 14, 1998 including 1,303,200
shares reported in a Schedule 13D separately filed and an aggregate of 165,000
shares of Common Stock sold since that filing.
An additional 1,472,600 shares of Common Stock, representing an
additional approximately 5.1% of the shares of outstanding Common Stock, were
beneficially owned by Anthony R.
- -------------------
/1/ Based upon 28,684,687 shares of Common Stock reported by the Company to
be outstanding as of October 31, 1998.
- 7 -
<PAGE>
Campbell as of December 14, 1998, 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/2/ as of December 14, 1998
and the percentage of the outstanding Common Stock such ownership represents.
Item 2 sets forth the entities which own Common Stock of which Mr. Apostolakis
may be deemed the beneficial owner.
Percentage of
Reporting Shares of Outstanding
Person Common Stock Common Stock
- ------ ------------ ------------
Mr. Apostolakis 935,900/3/ 3.3
Mr. Ray 214,000 0.7
Mr. Marden 375,000 1.3
The following table sets forth the number of shares of Common Stock
owned by the Apostolakis Entities as of December 14, 1998.
Percentage of
Apostolakis Shares of Outstanding
Entity Common Stock Common Stock
- ------ ------------ ------------
Lexington Corp. 70,500 0.2
Bradmar Corp. 51,850 0.2
Bradford Inc. 50,400 0.2
Pension Plans 17,625 0.06
Additionally, Mr. Apostolakis individually owns 745,525 shares of
Common Stock, representing approximately 2.6% of the outstanding Common Stock.
As previously reported, Mr. Castroviejo and the Castroviejo Entities no
longer hold any shares of Common Stock. Mr. Castroviejo has ceased to have any
involvement in the matters discussed in the Schedule 13D.
- --------------------
/2/ As previously reported, Mr. Castroviejo and the Castroviejo Entities no
longer hold any shares of Common Stock. Mr. Castroviejo has ceased to have any
involvement in the matters discussed in the 13D. (See Item 2.)
/3/ 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.
- 8 -
<PAGE>
Each of the Reporting Persons expressly disclaims beneficial ownership
of any Common Stock beneficially owned by any of the other Reporting Persons or
any other person.
(c) Except as set forth on Schedule I annexed hereto, the Reporting
Persons, Apostolakis Entities and Castroviejo 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 and
Amendments thereto. (See Item 4.)
- 9 -
<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: December 15, 1998
/s/ James J. Apostolakis
------------------------
Name: James J. Apostolakis
/s/ David Ray
-------------
Name: David Ray
/s/ Bernard Marden
------------------
Name: Bernard Marden
/s/ Christopher Castroviejo
---------------------------
Christopher Castroviejo
- 10 -
<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:
Number of
Shares
Date Purchased Total Cost
- ---- --------- ----------
10/15/98 4,000 $10,955
10/20/98 6,000 21,055
10/21/98 3,400 12,225
10/26/98 10,000 38,755
10/27/98 5,000 18,317.50
10/28/98 8,000 26,467.50
10/29/98 15,000 48,880
11/02/98 8,000 29,360
11/16/98 4,000 17,455
11/18/98 1,000 3,940
11/23/98 500 1,941
11/23/98 500 1,998
Shares Purchased by Bradford Inc.:
Number of
Shares
Date Purchased Total Cost
- ---- --------- ----------
10/15/98 2,000 $5,500
10/20/98 2,000 7,375
10/27/98 1,000 3,752.50
10/29/98 1,500 4,950
11/27/98 2,300 9,199
11/30/98 2,000 7,750
12/14/98 3,600 10,800
- 11 -
<PAGE>
Shares Purchased by Lexington Corp.:
Number of
Shares
Date Purchased Total Cost
- ---- --------- ----------
10/15/98 2,000 $ 5,500
10/20/98 3,000 11,217.50
10/21/98 1,000 3,627.50
10/26/98 2,000 7,375.50
10/27/98 2,000 7,500
10/28/98 2,000 6,875
10/29/98 4,000 13,205
11/2/98 2,500 9,500
11/18/98 2,000 8,105
Shares Sold By Bradmar Inc.:
Number of
Shares
Date Purchased Total Cost
- ---- --------- ----------
12/03/98 3,500 $12,945
12/03/98 1,000 3,700
12/03/98 1,500 5,550
Shares Purchased by Mr. Ray:
Number of
Shares
Date Purchased Total Cost
- ---- --------- ----------
10/26/98 24,100 $85,600
10/27/98 3,900 13,650
Shares Purchased by Mr. Marden:
Number of
Shares
Date Purchased Total Cost
- ---- --------- ----------
10/16/98 50,000 $150,000
- 12 -
<PAGE>
Shares Sold by Mr. Marden:
Number of
Shares
Date Sold Total Cost
- ---- ---- ----------
12/3/98 16,000 $56,000
12/4/98 17,400 58,725
12/8/98 2,000 6,625
12/8/98 8,000 26,000
12/11/98 55,300 183,043
- 13 -
