<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
LifeCell Corporation
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
531927101
(CUSIP Number)
Daniel V. Cahillane
The Clipper Group, L.P.
Tower 49
12 East 49th Street
New York, NY 10017
(212) 715-5700
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 10, 1996
(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 [ ].
Check the following box if a fee is being paid with this statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
SEC 1746(12-91)
<PAGE>
<PAGE> 2
SCHEDULE 13D
CUSIP No. 531927101
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Clipper Group, L.P. IRS ID #13-3600847
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
N/A
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
160,412
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY NONE
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH NONE
10 SHARED DISPOSITIVE POWER
NONE
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
160,412 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.643%
14 TYPE OF REPORTING PERSON
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
<PAGE> 3
Item 1. Security and Issuer
This Amendment No. 1 to Schedule 13D (the "Amendment") relates to the
Common Stock, par value $0.001 per share (the "Shares"), of LifeCell
Corporation, a Delaware corporation (the "Issuer" or "LifeCell"). The
Issuer's principal executive offices are located at 3606 Research Forest
Drive, The Woodlands, Texas 77381.
Item 2. Identity and Background
This Amendment is being filed by The Clipper Group, L.P. ("Clipper"), a
Delaware limited partnership, with principal offices at Tower 49, 12 East
49th Street, New York, New York 10017, as an amendment to and restatement
of the Schedule 13D filed by Clipper on May 19, 1994 with respect to Shares
held by 1985 MIP Liquidating Trust (the "Trust"), successor to 1985
Merchant Investment Partnership, a New York limited partnership ("1985
MIP").
Clipper has not during the last five years (i) been convicted in a criminal
proceeding or (ii) 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.
Item 3. Source and Amount of Funds or Other Consideration
Not Applicable
Item 4. Purpose of Transaction
See Item 5(b)
Item 5. Interest in Securities of the Issuer
(a) Clipper may be deemed to own 160,412 Shares, which constitutes
approximately 3.643% of the outstanding shares of the Issuer.
(b) Pursuant to an Asset Management Agreement, dated as of March 6,
1991, including all amendments thereto (the "Agreement"), among
Clipper, CS First Boston, Inc. ("CSFBI"), Merchant GP, Inc.
(the general partner of 1985 MIP) and certain affiliates of
CSFBI (collectively, the "First Boston Entities"), Clipper
manages the investments of the First Boston Entities in certain
companies, including LifeCell. Under the Agreement, Clipper
has sole power to vote the
<PAGE>
<PAGE> 4
160,412 Shares of LifeCell, but does not have the power (sole
or shared) to dispose of any of such Shares.
On March 11, 1994, CSFBI acquired 128,705 Shares of LifeCell
pursuant to an arbitration award.
(c) Pursuant to an Agreement of Trust, dated December 22, 1995 (the
"Agreement of Trust"), between 1985 MIP and Merchant GP, the
Trust was established for the sole purpose of liquidating the
assets of 1985 MIP, including the Shares held by it, and
distributing the proceeds therefrom in accordance with the
terms of the Agreement of Trust. Pursuant to the Agreement of
Trust, 1985 MIP appointed Merchant GP as sole trustee of the
Trust and conveyed the Shares held by 1985 MIP to the Trust.
The terms of the Agreement were confirmed by a Letter
Agreement, dated December 20, 1995, between Merchant GP and
Clipper.
(d) Other than the transactions set forth in Annex A hereto, there
have been no transactions by Clipper in the Shares during the
past 60 days.
(e) On June 10, 1996, Clipper ceased to beneficially own 5% of the
outstanding shares.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
See Items 5(b) and 5(c)
Item 7. Material to be Filed as Exhibits
(1) Excerpts from the Agreement (filed with the Schedule 13D on
May 19, 1994 and incorporated herein by reference).
(2) Exhibit 2, attached hereto, provides certain information with
respect to Clipper Asset Management Corporation, the sole
general partner of Clipper. This filing is made by such
general partner on behalf of Clipper.
<PAGE>
<PAGE> 5
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment is true, complete
and correct.
Dated: July 12, 1996 THE CLIPPER GROUP, L.P.
By: Clipper Asset Management Corporation
The General Partner of
The Clipper Group, L.P.
By: /s/ Daniel V. Cahillane
Name: Daniel V. Cahillane
Title: Treasurer and Secretary
<PAGE>
<PAGE> 6
Annex A
All of the following transactions were made by the Trust in the open market
for cash.
Trade Date Shares Price Transaction
3/22/96 2,000 5 1/4 Sale
4/15/96 10,000 4 5/8 Sale
4/17/96 5,000 4 5/8 Sale
5/29/96 5,000 4 Sale
5/30/96 2,000 4 Sale
6/5/96 3,000 4 Sale
6/10/96 15,000 4 1/4 Sale
6/10/96 10,000 4 1/8 Sale
6/12/96 15,000 4 3/8 Sale
6/12/96 10,000 4 1/2 Sale
6/13/96 5,000 4 3/8 Sale
6/17/96 5,000 4 3/8 Sale
6/26/96 5,000 4 Sale
<PAGE>
<PAGE> 7
Exhibit Index
Exhibit No.
Under Reg. Schedule 13D
S-K, Item 601 Exhibit No. Description
1 Excerpts from the Agreement
(filed with the Schedule 13D
on May 19, 1994 and incorp-
orated herein by reference).
(99.2) 2 Certain information with
respect to Clipper Asset
Management Corporation,
the sole general partner
of Clipper. This filing
is made by such general
partner on behalf of
Clipper.
<PAGE> 1
Exhibit 2
This exhibit provides certain information with respect to
Clipper Asset Management Corporation ("CAMC"), the sole general partner of
The Clipper Group, L.P. ("Clipper"), as required by General Instruction C
to Schedule 13D.
Item 2. Identity and Background
(i) Name of Person Filing
Clipper Asset Management Corporation
(formerly CIG, Inc.)
(ii) Place of Organization
Delaware
(iii) Principal Office and Business Address
Tower 49
12 East 49th Street
New York, New York 10017
(iv) Party to Criminal Proceedings
No
(v) Party to Civil Proceedings
No
Item 3. Source and Amount of Funds or Other Consideration
Not Applicable.
Item 4. Purpose of Transaction
See Item 5(b) of the Amendment.
<PAGE>
<PAGE> 2
Item 5. Interest in Securities of the Issuer
Item 5(a). Amount Beneficially Owned
160,412
Percent of Class
3.643%
Item 5(b). Power to Vote or Dispose of Shares
See Item 5(b) of this Amendment
Item 5(c). Transactions During Past 60 Days
See Annex A hereto.
Item 5(d). Interest of Other Persons
See Items 5(b) and (c) of this Amendment
Item 5(e). Date on Which Ceased to Beneficially Own More Than 5%
June 10, 1996.
Item 6. Contracts, Arrangements, Understandings or Relationships,
with Respect to Securities of the Issuer
See Item 5(b) of this Amendment. CAMC is the sole general
partner of Clipper. Messrs. Robert B. Calhoun, Jr. and Rolf H.
Towe are the sole stockholders and directors of CAMC. Messrs.
Calhoun and Towe disclaim any beneficial ownership of the
shares beneficially owned by Clipper.
<PAGE>
<PAGE> 3
Signature
CAMC agrees to the filing on its behalf of this Amendment, with
exhibits, by Clipper.
By: Clipper Asset Management Corporation
By: /s/ Daniel V. Cahillane
Name: Daniel V. Cahillane
Title: Treasurer and Secretary
