SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
BIOSITE DIAGNOSTICS INCORPORATED
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
090945106
(CUSIP Number)
H. Vaughan Blaxter, III
1900 Grant Building
Pittsburgh, Pennsylvania 15219
(412) 281-2620
(Name, address and telephone number of person
authorized to receive notices and communications)
December 9, 1997
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 statement, and is filing this
statement because of Rule 13d-1(b) (3) or (4), check the following: [ ]
Check the following box if a fee is being paid with this statement: [ ]
<PAGE>
CUSIP NO. 090945106
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person
C. G. GREFENSTETTE
I.D. ####-##-####
2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of OrganizationU.S.
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
8 Shared Voting Power
1,960,555
9. Sole Dispositive Power
10 Shared Dispositive Power
1,960,555
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,960,555
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
15.32
14 Type of Reporting Person
IN
<PAGE>
CUSIP NO. 090945106
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person
THOMAS G. BIGLEY
I.D. #
2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
U.S.
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
8 Shared Voting Power
20,164
9. Sole Dispositive Power
10 Shared Dispositive Power
20,164
11 Aggregate Amount Beneficially Owned by Each Reporting Person
20,164
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
.16%
14 Type of Reporting Person
IN
<PAGE>
CUSIP NO. 090945106
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person
THOMAS G. BIGLEY AND C. G. GREFENSTETTE, TRUSTEES UNDER
AGREEMENT OF TRUST DATED 12/30/76 FOR THE CHILDREN OF
JULIET LEA HILLMAN SIMONDS I.D. #25-6193084
2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Pennsylvania
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
5,041
8 Shared Voting Power
9 Sole Dispositive Power
5,041
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,041
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
.04%
14 Type of Reporting Person
OO
<PAGE>
CUSIP NO. 090945106
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person
THOMAS G. BIGLEY AND C. G. GREFENSTETTE, TRUSTEES UNDER
AGREEMENT OF TRUST DATED 12/30/76 FOR THE CHILDREN OF
AUDREY HILLMAN FISHER I.D. #25-6193085
2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Pennsylvania
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
5,041
8 Shared Voting Power
9 Sole Dispositive Power
5,041
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,041
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
.04%
14 Type of Reporting Person
OO
<PAGE>
CUSIP NO. 090945106
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person
THOMAS G. BIGLEY AND C. G. GREFENSTETTE, TRUSTEES UNDER
AGREEMENT OF TRUST DATED 12/30/76 FOR THE CHILDREN OF
HENRY LEA HILLMAN, JR I.D. #25-6193086
2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Pennsylvania
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
5,041
8 Shared Voting Power
9 Sole Dispositive Power
5,041
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,041
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
.04%
14 Type of Reporting Person
OO
<PAGE>
CUSIP NO. 090945106
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person
THOMAS G. BIGLEY AND C. G. GREFENSTETTE, TRUSTEES UNDER
AGREEMENT OF TRUST DATED 12/30/76 FOR THE CHILDREN OF
WILLIAM TALBOTT HILLMAN I.D. #25-6193087
2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Pennsylvania
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
5,041
8 Shared Voting Power
9 Sole Dispositive Power
5,041
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,041
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
.04%
14 Type of Reporting Person
OO
<PAGE>
CUSIP NO. 090945106
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person
HENRY L. HILLMAN
I.D. ####-##-####
2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
U.S.
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
8 Shared Voting Power
1,940,391
9 Sole Dispositive Power
10 Shared Dispositive Power
1,940,391
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,940,391
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
15.16%
14 Type of Reporting Person
IN
<PAGE>
CUSIP NO. 090945106
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person
ELSIE HILLIARD HILLMAN
I.D. ####-##-####
2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
U.S.
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
8 Shared Voting Power
1,940,391
9 Sole Dispositive Power
10 Shared Dispositive Power
1,940,391
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,940,391
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
15.16%
14 Type of Reporting Person
IN
<PAGE>
CUSIP NO. 090945106
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person
HENRY L. HILLMAN, ELSIE HILLIARD HILLMAN & C. G. GREFENSTETTE,
TRUSTEES OF THE HENRY L. HILLMAN TRUST U/A DATED NOVEMBER
18, 1985 I.D. #18-2145466
2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Pennsylvania
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
143,409
8 Shared Voting Power
1,796,982
9 Sole Dispositive Power
143,409
10 Shared Dispositive Power
1,796,982
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,940,391
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
15.16%
14 Type of Reporting Person
OO
<PAGE>
CUSIP NO. 090945106
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person
THE HILLMAN COMPANY
I.D. #25-1011286
2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Pennsylvania
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
8 Shared Voting Power
1,796,982
9 Sole Dispositive Power
10 Shared Dispositive Power
1,796,982
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,796,982
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
14.04%
14 Type of Reporting Person
CO
<PAGE>
CUSIP NO. 090945106
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person
WILMINGTON INVESTMENTS, INC.
I.D. #51-0344688
2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
8 Shared Voting Power
1,796,982
9 Sole Dispositive Power
10 Shared Dispositive Power
1,796,982
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,796,982
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
14.04%
14 Type of Reporting Person
CO
<PAGE>
CUSIP NO. 090945106
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person
WILMINGTON SECURITIES, INC.
I.D. #51-0114700
2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
8 Shared Voting Power
1,796,982
9 Sole Dispositive Power
10 Shared Dispositive Power
1,796,982
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,796,982
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
14.04%
14 Type of Reporting Person
CO
<PAGE>
CUSIP NO. 090945106
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person
WILMINGTON INTERSTATE CORPORATION
I.D. #51-0313966
2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
134,423
8 Shared Voting Power
1,662,559
9 Sole Dispositive Power
134,423
10 Shared Dispositive Power
1,662,559
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,796,982
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
14.04%
14 Type of Reporting Person
CO
<PAGE>
CUSIP NO. 090945106
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person
HILLMAN/CHESAPEAKE LIMITED PARTNERSHIP
I.D. #51-0315605
2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
8 Shared Voting Power
1,662,559
9 Sole Dispositive Power
10 Shared Dispositive Power
1,662,559
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,662,559
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
13%
14 Type of Reporting Person
PN
<PAGE>
CUSIP NO. 090945106
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person
FREDERICK J. DOTZLER
I.D. #51-0313966
2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
U.S.
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
6,000
8 Shared Voting Power
1,662,559
9 Sole Dispositive Power
6,000
10 Shared Dispositive Power
1,662,559
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,668,559
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
13.04%
14 Type of Reporting Person
IN
<PAGE>
CUSIP NO. 090945106
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person
JOHN REHER
I.D. #
2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
U.S.
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
8 Shared Voting Power
1,662,559
9 Sole Dispositive Power
10 Shared Dispositive Power
1,662,559
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,662,559
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
13%
14 Type of Reporting Person
IN
<PAGE>
CUSIP NO. 090945106
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person
MEDICUS MANAGEMENT PARTNERS
I.D. #94-3089403
2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
California
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
8 Shared Voting Power
1,662,559
9 Sole Dispositive Power
10 Shared Dispositive Power
1,662,559
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,662,559
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
13%
14 Type of Reporting Person
PN
<PAGE>
CUSIP NO. 090945106
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person
MEDICUS VENTURE PARTNERS 1992, A CALIFORNIA LIMITED
PARTNERSHIP I.D. #94-3154913
2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
California
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
104,167
8 Shared Voting Power
9 Sole Dispositive Power
104,167
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
104,167
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
.81%
14 Type of Reporting Person
PN
<PAGE>
CUSIP NO. 090945106
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person
MEDICUS VENTURE PARTNERS 1991, A CALIFORNIA LIMITED
PARTNERSHIP I.D. #94-3130685
2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
California
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
333,334
8 Shared Voting Power
9 Sole Dispositive Power
333,334
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
333,334
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
2.60%
14 Type of Reporting Person
PN
<PAGE>
CUSIP NO. 090945106
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person
MEDICUS VENTURE PARTNERS 1990, A CALIFORNIA LIMITED
PARTNERSHIP I.D. #94-3109737
2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
California
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
520,833
8 Shared Voting Power
9 Sole Dispositive Power
520,833
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
520,8333
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
4.07%
14 Type of Reporting Person
PN
<PAGE>
CUSIP NO. 090945106
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person
MEDICUS VENTURE PARTNERS 1989, A CALIFORNIA LIMITED
PARTNERSHIP I.D. #94-3089404
2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
California
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
704,225
8 Shared Voting Power
9 Sole Dispositive Power
704,225
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
704,225
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
5.50%
14 Type of Reporting Person
PN
<PAGE>
SCHEDULE 13D
This statement ("Statement") constitutes the Schedule 13D filed with
the Securities and Exchange Commission (the "Commission") on December 19, 1997
(the "Filing").
Item 1. Security and Issuer
This Statement relates to the Common Stock, $0.01 par value, of
Biosite Diagnostics Incorporated, a Delaware corporation (the "Issuer").
The address of the principal executive offices of the Issuer is 11030 Roselle
Street, San Diego, California 92121. The Common Stock is quoted on the Nasdaq
National Market under the symbol "BSTE".
Item 2. Identity and Background
(a) Names of persons filing (individually, the "Registrant" and
collectively, the ("Registrants"):
Medicus Venture Partners 1992, a California Limited Partnership
whose general partners are Hillman/Chesapeake Limited
Partnership and Medicus Management Partners.
Medicus Venture Partners 1991, a California Limited Partnership
whose general partners are Hillman/Chesapeake Limited
Partnership and Medicus Management Partners.
Medicus Venture Partners 1990, a California Limited Partnership
whose general partners are Hillman/Chesapeake Limited
Partnership and Medicus Management Partners.
Medicus Venture Partners 1989, a California Limited Partnership
whose general partners are Hillman/Chesapeake Limited
Partnership and Medicus Management Partners.
Hillman/Chesapeake Limited Partnership, a Delaware limited
partnership whose general partner is Wilmington Interstate
Corporation.
Medicus Management Partners, a California general partnership
whose general partners are Frederick J. Dotzler and John Reher.
Wilmington Interstate Corporation, a wholly-owned subsidiary of
Wilmington Securities, Inc.
Wilmington Securities, Inc., a wholly-owned subsidiary of
Wilmington Investments, Inc.
Wilmington Investments, Inc., a wholly-owned subsidiary of
The Hillman Company.
The Hillman Company, a corporation controlled by Henry L.
Hillman, Elsie Hilliard Hillman and C. G. Grefenstette,
as Trustees of the Henry L. Hillman Trust U/A dated
November 18, 1985.
Henry L. Hillman, Elsie Hilliard Hillman and C. G.
Grefenstette, Trustees of the Henry L. Hillman Trust U/A
dated November 18, 1985 (the "1985 Trust").
Thomas G. Bigley and C. G. Grefenstette, Trustees Under
Agreement of Trust dated 12/30/76 for the Children of
Juliet Lea Hillman Simonds (the "1976 JLHS Trust").
Thomas G. Bigley and C. G. Grefenstette, Trustees Under
Agreement of Trust dated 12/30/76 for the Children of
Audrey Hillman Fisher (the "1976 AHF Trust").
Thomas G. Bigley and C. G. Grefenstette, Trustees Under
Agreement of Trust dated 12/30/76 for the Children of
Henry Lea Hillman, Jr. (the "1976 HLH Trust")
Thomas G. Bigley and C. G. Grefenstette, Trustees Under
Agreement of Trust dated 12/30/76 for the Children of
William Talbott Hillman (the "1976 WTH Trust").
C. G. Grefenstette
Thomas G. Bigley
Henry L. Hillman
Elsie Hilliard Hillman
Frederick J. Dotzler
John Reher
The name, position, business address and citizenship of each director
and executive officer of the entities listed above, each controlling
person of such entities and each director and executive officer of
any person or corporation in control of said entities, is attached
hereto as Exhibit 1.
(b) Business Address
The addresses of the Registrants are as follows:
The Hillman Company, the 1985 Trust , the 1976 JLHS Trust,
the 1976 AHF Trust, the 1976 HLH Trust, the 1976 WTH Trust
are each located at:
1900 Grant Building
Pittsburgh, Pennsylvania 15219
Wilmington Interstate Corporation, Wilmington Securities, Inc.,
Wilmington Investments, Inc. and Hillman/Chesapeake Limited
Partnership are located at:
824 Market Street, Suite 900
Wilmington, Delaware 19801
Medicus Venture Partners 1992, A California Limited Partnership,
Medicus Venture Partners 1991, a California Limited Partnership,
Medicus Venture Partners 1990, a California Limited Partnership,
Medicus Venture Partners 1989, a California Limited Partnership
are located at:
2180 Sand Hill Road
Suite 400
Menlo Park, California 94025
C. G. Grefenstette
2000 Grant Building
Pittsburgh, Pennsylvania 15219
Thoms G. Bigley
One Oxford Centre, 28th Floor
Pittsburgh, Pennsylvania 15219
Henry L. Hillman
2000 Grant Building
Pittsburgh, Pennsylvania 15219
Elsie Hilliard Hillman
2000 Grant Building
Pittsburgh, Pennsylvania 15219
Frederick J. Dotzler
2180 Sand Hill Road
Suite 400
Menlo Park, California 94025
John Reher
2180 Sand Hill Road
Suite 400
Menlo Park, California 94025
(c) Principal occupation or employment
The principal occupations of the limited partnerships listed in
response to Item 2(a) are: investments in medical area.
The principal occupations of the corporations, listed in response to
Item 2(a) are: diversified investments and operations.
The principal occupation of the 1985 Trust is: diversified
investments and operations.
The principal occupation of the 1976 JLHS Trust is: diversified
investments and operations.
The principal occupation of the 1976 AHF Trust is: diversified
investments and operations.
The principal occupation of the 1976 HLH Trust is: diversified
investments and operations.
The principal occupation of the 1976 WTH Trust is: diversified
investments and operations.
Frederick J. Dotzler
General Partner, Medicus Management Partners
John Reher
General Partner, Medicus Management Partners
C. G. Grefenstette
See Exhibit 1
Henry L. Hillman
See Exhibit 1
Elsie Hilliard Hillman
See Exhibit 1
(d) Criminal convictions
None of the persons named in Item 2(a)(including Exhibit 1) have
been convicted in a criminal proceeding in the last five years.
(e) Civil proceedings
None of the persons listed in response to Item 2(a) (including
Exhibit 1) have in the last five years been subject to a judgment,
decree or final order as described in Item 2, subsection (e) of
Schedule 13D.
(f) Citizenship
The 1985 Trust, the 1976 JLHS Trust, the 1976 AHF Trust, the 1976
HLH Trust, the 1976 WTH Trust are Pennsylvania trusts.
Medicus Venture Partners 1992, A California Limited Partnership,
Medicus Venture Partners 1991, a California Limited Partnership,
Medicus Venture Partners 1990, a California Limited Partnership,
Medicus Venture Partners 1989, a California Limited Partnership are
California limited partnerships.
Wilmington Securities, Inc. and Wilmington Investments, Inc. are
Delaware corporations.
The Hillman Company is a Pennsylvania corporation.
Hillman/Chesapeake Limited Partnership is a Delaware limited
partnership.
C. G. Grefenstette, Henry L. Hillman, Elsie Hilliard Hillman,
Frederick J. Dotzler and John Reher are U.S. citizens.
Item 3. Source and Amount of Funds or Other Consideration
None.
Item 4. Purpose of Transaction
On December 9, 1997, the 1985 Trust purchased 93,000 shares of Common
Stock of the Issuer in the open market for a price of $8.50 per share. The
1985 Trust currently proposes to purchase up to 107,000 shares of Common
Stock of the Issuer in the open market. Such purchase however, may be
discontinued at any time. On November 25, 1997 Frederick J. Dotzler (i)
purchased 3,000 shares of Common Stock of the Issuer in the open market for a
price of $8.125 per share and (ii) 3,000 shares of Common Stock of the Issuer
in the open market for a price of $8.00 per share.
Except as set forth above, the Registrants have no present plans or
proposals which relate to or would result in (a) the acquisition by any
person of additional securities of the Issuer or the disposition of securities
of the Issuer, (b) an extraordinary corporate transaction, such as a merger,
reorganization, or liquidation involving the Issuer or any of its
subsidiaries, (c) a sale or transfer of a material amount of the assets of the
Issuer or any of its subsidiaries, (d) any change in the present Board of
Directors or Management of the Issuer including any plans or proposals to
change the number or term of Directors or to fill any existing vacancies on
the Board, (e) any material change in the present capitalization or dividend
policy of the Issuer, (f) any other material change in the Issuer's business
or corporate structure, (g) changes in the Issuer's charter, by-laws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person, (h) causing a class of
securities of the Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of
a registered national securities association, (i) a class of equity securities
of the Issuer becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Act of 1933, or (j) any action similar to those
enumerated above.
Item 5. Interest in Securities of the Issuer
(a) Beneficial Ownership
The following is a list of the Issuer's Common Stock of which each
Registrant is a direct, beneficial owner. It includes the number of
shares held and the percentage of the class of such shares that are
held by such Registrant.
<TABLE>
<CAPTION>
Name Number of Shares % of Class of Shares
<S> <C> <C>
The 1976 JLHS Trust 5,041 .04%
The 1976 AHF Trust 5,041 .04%
The 1976 HLH Trust 5,041 .04%
The 1976 WTH Trust 5,041 .04%
The 1985 Trust 143,409 1.12%
Wilmington Interstate 134,423 1.05%
Corporation
Medicus Venture Partners 104,167 .81%
1992, a California Limited
Partnership
Medicus Venture Partners 333,334 2.60%
1991, a California Limited
Partnership
Medicus Venture Partners 520,833 4.07%
1990, a California Limited
Partnership
Medicus Venture Partners 704,225 5.50%
1989, a California Limited
Partnership
Frederick J. Dotzler 6,000 .04%
</TABLE>
(b) Power to Vote or Dispose of Shares
Each person listed above in response to Item 5(a) has the sole power to
vote and to direct the vote and the sole power to dispose of and direct
the disposition of those shares except as follows:
(i) Wilmington Interstate Corporation, Wilmington Securities, Inc.,
Wilmington Investments, Inc., The Hillman Company, Henry L.
Hillman, as settlor and Trustee of the 1985 Trust, and Elsie
Hilliard Hillman and C. G. Grefenstette, as Trustees of the 1985
Trust, may be deemed to share voting and disposition power
regarding 134,423 shares of Common Stock held beneficially by
Wilmington Interstate Corporation, 104,167 shares of Common Stock
held beneficially by Medicus Venture Partners 1992, a California
Limited Partnership, 333,334 shares of Common Stock held
beneficially by Medicus Venture Partners 1991, a California Limited
Partnership, 520,833 shares of Common Stock held beneficially by
Medicus Venture Partners 1990, a California Limited Partnership,
704,225 shares of Common Stock held beneficially by Medicus Venture
Partners 1989, a California Limited Partnership, whose general
partners are Hillman/Chesapeake Limited Partnership and Medicus
Management Partners. Wilmington Interstate Corporation is the
general partner of Hillman/Chesapeake Limited Partnership.
(ii) As trustees of the 1985 Trust, Henry L. Hillman, Elsie Hilliard
Hillman and C. G. Grefenstette may be deemed to own beneficially
and share voting and disposition power over 1,940,391 shares of
Common Stock.
(iii) As trustees of the 1976 JLH S Trust, the 1976 AHF Trust, the 1976
HLH Trust and the WTH Trust Thomas G. Bigley and C. G. Grefenstette
may be deemed to own beneficially and share voting and disposition
power over 20,164 shares of Common Stock.
(iv) Medicus Management Partners, Federick J. Dotzler and John Reher may
be deemed to own beneficially and share voting and disposition
power over 1,662,559 shares of Common Stock.
(c), (d) and (e). Not applicable.
Item 6. Contracts, Arrangements, Understandings of Relationships With
Respect to Securities of the Issuer
After the Issuer's public offering, the holders of 6,870,513 shares of
Common Stock issued upon the conversion of certain series of the Issuer's
Preferred Stock (the "Registrable Shares") or their permitted transferees are
entitled to certain rights with respect to the registration of such shares
under the Securities Act of 1933, as amended (the "Securities Act"). If the
Issuer proposes to register any of its securities under the Securities Act,
either for its own account or for the account of other security holders,
holders of such Registrable Shares are entitled to notice of such
registration and are entitled to include their Registrable Shares therein,
provided, among other conditions, that the underwriters of any such offering
have the right to limit the number of shares included in such registration.
Additionally, holders of the 1,458,334 shares of Common Stock issued upon the
conversion of the Issuer's Series E Preferred Stock are entitled to similar
"piggy back" rights, on no more than two occasions, commencing two years after
the Effective Date of the Registration Statement. In addition, commencing
180 days after the Effective Date, holders of at least 30% of the Registrable
Shares may require the Issuer to prepare and file a registration statement
under the Securities Act, at the Issuer's expense, covering at least 30% of
the shares entitled to registration rights and with an offering price (net of
underwriting discounts and commissions) of more than $7,500,000, and the
Issuer is required to use its best efforts to effect such registration,
subject to certain conditions and limitations. The Issuer is not obligated
to effect more than two of these stockholder-initiated registrations.
Further, holders of Registrable Shares may require the Company to file
additional registration statements with the Securities and Exchange
Commission on Form S-3, subject to certain conditions and limitations.
Item 7. Material to be Filed as Exhibits
Exhibit 1. Information concerning officers and directors of reporting
persons and certain affiliates thereof.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
MEDICUS VENTURE PARTNERS 1992, A
CALIFORNIA LIMITED PARTNERSHIP,
MEDICUS VENTURE PARTNERS 1991, A
CALIFORNIA LIMITED PARTNERSHIP,
MEDICUS VENTURE PARTNERS 1990, A
CALIFORNIA LIMITED PARTNERSHIP,
MEDICUS VENTURE PARTNERS 1989, A
CALIFORNIA LIMITED PARTNERSHIP,
By Hillman/Chesapeake Limited Partnership,
a General Partner
By Wilmington Interstate Corporation, Inc., the sole
General Partner
By /s/ Andrew H. McQuarrie
_________________________________________
Andrew H. McQuarrie, Vice President
By Medicus Management Partners,
a General Partner
By /s/ Frederick J. Dotzler
_________________________________________
Federick J. Dotzler, General Partner
By /s/ John Reher
_________________________________________
John Reher, General Partner
HILLMAN/CHESAPEAKE LIMITED PARTNERSHIP
By Wilmington Interstate Corporation,
the sole General Partner
By /s/ Andrew H. McQuarrie
_________________________________________
Andrew H. McQuarrie, Vice President
MEDICUS MANAGEMENT PARTNERS
By /s/ Frederick J. Dotzler
_________________________________________
Frederick J. Dotzler, General Partner
By /s/ John Reher
_________________________________________
John Reher, General Partner
WILMINGTON INTERSTATE CORPORATION
By /s/ Andrew H. McQuarrie
_________________________________________
Andrew H. McQuarrie, Vice President
WILMINGTON SECURITIES, INC.
By /s/ Andrew H. McQuarrie
_________________________________________
Andrew H. McQuarrie, Vice President
WILMINGTON INVESTMENTS, INC.
By /s/ Andrew H. McQuarrie
_________________________________________
Andrew H. McQuarrie, Vice President
THE HILLMAN COMPANY
By /s/ Lawrence M. Wagner
_________________________________________
Lawrence M. Wagner, President
HENRY L. HILLMAN, ELSIE HILLIARD HILLMAN
& C. G. GREFENSTETTE, TRUSTEES OF THE HENRY
L. HILLMAN TRUST U/A DATED NOVEMBER 18,
1985
By C. G. Grefenstette
_________________________________________
C. G. Grefenstette, Trustee
THOMAS G. BIGLEY AND C. G. GREFENSTETTE,
TRUSTEES UNDER AGREEMENT OF TRUST DATED
12/30/76 FOR THE CHILDREN OF JULIET LEA
HILLMAN SIMONDS, AUDREY HILLIARD HILLMAN
HENRY LEA HILLMAN, JR., AND WILLIAM
TALBOTT HILLMAN
/s/ Thomas G. Bigley
____________________________________________
Thomas G. Bigley, Trustee
/s/ C. G. Grefenstette
____________________________________________
C. G. Grefenstette, Trustee
/s/ C. G. Grefenstette
____________________________________________
C. G. Grefenstette
/s/ Thomas G. Bigley
____________________________________________
Thomas G. Bigley
/s/ Henry L. Hillman
____________________________________________
Henry L. Hillman
/s/ Elsie Hilliard Hillman
____________________________________________
Elsie Hilliard Hillman
/s/ Frederick J. Dotzler
____________________________________________
Frederick J. Dotzler
/s/ John Reher
____________________________________________
John Reher
EXHIBIT 1
<TABLE>
<CAPTION>
PRINCIPAL OFFICERS AND DIRECTORS OF
THE HILLMAN COMPANY, ALL OF WHOM ARE U.S. CITIZENS
Name and Address Title
<S> <C>
Henry L. Hillman Chairman of the Executive
2000 Grant Building Committee and Director
Pittsburgh, Pennsylvania 15219
C. G. Grefenstette Chairman of the Board and
2000 Grant Building Director
Pittsburgh, Pennsylvania 15219
Lawrence M. Wagner President, Chief Executive
2000 Grant Building Officer and Director
Pittsburgh, Pennsylvania 15219
H. Vaughan Blaxter, III Vice President, Secretary,
1900 Grant Building General Counsel and Director
Pittsburgh, Pennsylvania 15219
Mark J. Laskow Vice President and Director
1900 Grant Building
Pittsburgh, Pennsylvania 15219
Anthony J. Burlando Vice President - Risk Management
1900 Grant Building
Pittsburgh, Pennsylvania 15219
James R. Philp Vice President - Personnel and
2000 Grant Building Administration
Pittsburgh, Pennsylvania 15219
Richard M. Johnston Vice President - Investments and
2000 Grant Building Director
Pittsburgh, Pennsylvania 15219
John W. Hall Vice President - Accounting and
1800 Grant Building Information Services
Pittsburgh, Pennsylvania 15219
Timothy O. Fisher Vice President
1900 Grant Building
Pittsburgh, Pennsylvania 15219
Bruce I. Crocker Vice President
1800 Grant Building
Pittsburgh, Pennsylvania 15219
Denis P. McCarthy Vice President
1900 Grant Building
Pittsburgh, Pennsylvania 15219
Charles H. Bracken, Jr. Treasurer
2000 Grant Building
Pittsburgh, Pennsylvania 15219
D. Richard Roesch Assistant Treasurer
1800 Grant Building
Pittsburgh, Pennsylvania 15219
Michael S. Adamcyk Assistant Secretary and
2000 Grant Building Assistant Treasurer
Pittsburgh, Pennsylvania 15219
Mary Black Strong Assistant Treasurer
2000 Grant Building
Pittsburgh, Pennsylvania 15219
Carol J. Cusick Riley Vice President, Associate General
1900 Grant Building Counsel and Assistant Secretary
Pittsburgh, Pennsylvania 15219
Cornel Conley Controller - Corporate
1800 Grant Building
Pittsburgh, Pennsylvania 15219
Mark M. Poljak Controller - Taxes
1800 Grant Building
Pittsburgh, Pennsylvania 15219
Elsie H. Hillman Director
2000 Grant Building
Pittsburgh, Pennsylvania 15219
Juliet Hillman Simonds Director
2000 Grant Building
Pittsburgh, Pennsylvania 15219
PRINCIPAL OFFICERS AND DIRECTORS OF
WILMINGTON INVESTMENTS, INC., ALL OF WHOM ARE U.S. CITIZENS
Lawrence M. Wagner President
2000 Grant Building
Pittsburgh, Pennsylvania 15219
Darlene Clarke Vice President, Chief Financial
824 Market Street, Suite 900 Officer, Treasurer and Director
Wilmington, Delaware 19801
Lario M. Marini Senior Vice President and Director
Wilmington Trust Center
Wilmington, Delaware 19801
Andrew H. McQuarrie Vice President
824 Market Street, Suite 900
Wilmington, Delaware 19801
Richard H. Brown Assistant Vice President and
824 Market Street, Suite 900 Assistant Secretary
Wilmington, Delaware 19801
H. Vaughan Blaxter, III Secretary
1900 Grant Building
Pittsburgh, Pennsylvania 15219
Charles H. Bracken, Jr. Assistant Secretary and
2000 Grant Building Assistant Treasurer
Pittsburgh, Pennsylvania 15219
Jody B. Cosner Assistant Secretary
824 Market Street, Suite 900
Wilmington, Delaware 19801
Joan E. Bachner Assistant Treasurer
824 Market Street, Suite 900
Wilmington, Delaware 19801
Russell W. Ayres, III Director
1900 Grant Building
Pittsburgh, Pennsylvania 15219
PRINCIPAL OFFICERS AND DIRECTORS OF
WILMINGTON SECURITIES, INC., ALL OF WHOM ARE U.S. CITIZENS
Lawrence M. Wagner President
2000 Grant Building
Pittsburgh, Pennsylvania 15219
Darlene Clarke Vice President, Chief Financial
824 Market Street, Suite 900 Officer, Treasurer and Director
Wilmington, Delaware 19801
Lario M. Marini Senior Vice President and Director
Wilmington Trust Center
Wilmington, Delaware 19801
Andrew H. McQuarrie Vice President
824 Market Street, Suite 900
Wilmington, Delaware 19801
Richard H. Brown Assistant Vice President and
824 Market Street, Suite 900 Assistant Secretary
Wilmington, Delaware 19801
Marian F. Dietrich Secretary
1900 Grant Building
Pittsburgh, Pennsylvania 15219
Charles H. Bracken, Jr. Assistant Secretary and
2000 Grant Building Assistant Treasurer
Pittsburgh, Pennsylvania 15219
Jody B. Cosner Assistant Secretary
824 Market Street, Suite 900
Wilmington, Delaware 19801
Joan E. Bachner Assistant Treasurer
824 Market Street, Suite 900
Wilmington, Delaware 19801
Russell W. Ayres, III Director
1900 Grant Building
Pittsburgh, Pennsylvania 15219
PRINCIPAL OFFICERS AND DIRECTORS OF
WILMINGTON INTERSTATE CORPORATION, ALL OF WHOM ARE U.S. CITIZENS
Lawrence M. Wagner President
2000 Grant Building
Pittsburgh, Pennsylvania 15219
Darlene Clarke Vice President, Chief Financial
824 Market Street, Suite 900 Officer, Treasurer and Director
Wilmington, Delaware 19801
Lario M. Marini Senior Vice President and Director
Wilmington Trust Center
Wilmington, Delaware 19801
Andrew H. McQuarrie Vice President
824 Market Street, Suite 900
Wilmington, Delaware 19801
Richard H. Brown Assistant Vice President and
824 Market Street, Suite 900 Assistant Secretary
Wilmington, Delaware 19801
H. Vaughan Blaxter, III Secretary
1900 Grant Building
Pittsburgh, Pennsylvania 15219
Charles H. Bracken, Jr. Assistant Secretary and
2000 Grant Building Assistant Treasurer
Pittsburgh, Pennsylvania 15219
Jody B. Cosner Assistant Secretary
824 Market Street, Suite 900
Wilmington, Delaware 19801
Joan E. Bachner Assistant Treasurer
824 Market Street, Suite 900
Wilmington, Delaware 19801
Russell W. Ayres, III Director
1900 Grant Building
Pittsburgh, Pennsylvania 15219
GENERAL PARTNERS OF: MEDICUS VENTURE PARTNERS 1992, A CALIFORNIA
LIMITED PARTNERSHIP, MEDICUS VENTURE PARTNERS 1991, A CALIFORNIA
LIMITED PARTNERSHIP, MEDICUS VENTURE PARTNERS 1990, A CALIFORNIA
LIMITED PARTNERSHIP, MEDICUS VENTURE PARTNERS 1989, A CALIFORNIA
LIMITED PARTNERSHIP, ALL OF WHICH WERE ORGANIZED IN THE U.S.
Hillman/Chesapeake Limited Partnership
824 Market Street, Suite 900
Wilmington, Delaware 19801
Medicus Management Partners
2180 Sand Hill Road
Suite 400
Menlo Park, California 94025
GENERAL PARTNER OF HILLMAN/CHESAPEAKE LIMITED PARTNERSHIP, WHICH
WAS ORGANIZED IN THE U.S.
Wilmington Interstate Corporation.
824 Market Street, Suite 900
Wilmington, Delaware 19801
GENERAL PARTNERS OF MEDICUS MANAGEMENT PARTNERS ALL OF WHOM ARE
U.S. CITIZENS
Frederick J. Dotzler
2180 Sand Hill Road
Suite 400
Menlo Park, California 94025
John Reher
2180 Sand Hill Road
Suite 400
Menlo Park, California 94025
TRUSTEES OF THE HENRY L. HILLMAN TRUST U/A TRUST
DATED NOVEMBER 18, 1985, ALL OF WHOM ARE U.S. CITIZENS
Henry L. Hillman
2000 Grant Building
Pittsburgh, Pennsylvania 15219
Elsie Hilliard Hillman
2000 Grant Building
Pittsburgh, Pennsylvania 15219
C. G. Grefenstette
2000 Grant Building
Pittsburgh, Pennsylvania 15219
TRUSTEES OF THE 1976 JLHS TRUST DATED 12/30/76, THE 1976 AHF TRUST DATED
12/30/76, THE 1976 HLH TRUST DATED 12/30/76 AND THE 1976 WTH TRUST DATED
12/30/76 ALL OF WHOM ARE U.S. CITIZENS
Thomas G. Bigley
One Oxford Centre
28th Floor
Pittsburgh, Pennsylvania 15219
C. G. Grefenstette
2000 Grant Building
Pittsburgh, Pennsylvania 15219
</TABLE>
