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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
CYTYC CORPORATION
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
232946103
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(CUSIP Number)
*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).
CUSIP No. 232946103
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1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
PATRICOF & CO. VENTURES, INC. / 13-2647531
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) / /
(b) / /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
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5 SOLE VOTING POWER
-0-
NUMBER OF ---------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ---------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON ---------------------------------------------------------
WITH 8 SHARED DISPOSITIVE POWER
-0-
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) / /
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
-0-
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12 TYPE OF REPORTING PERSON (See Instructions)
C0
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Item 1. (a) Name of Issuer:
CYTYC CORPORATION
(b) Address of Issuer's Principal Executive Offices or,
if none, Residence:
88 SWANSON ROAD, BOXBOROUGH, MA 01719
Item 2. (a) Name of Person Filing:
PATRICOF & CO. VENTURES, INC.
(b) Address of Principal Business Office or, if none,
Residence:
445 PARK AVENUE, NEW YORK, NY 10022
(c) Citizenship:
NEW YORK
(d) Title of Class of Securities:
COMMON STOCK
(e) CUSIP Number:
232946103
Item 3. If this statement is being filed pursuant to Rule 13d-1(b),
or 13d-2(b), check whether the person filing is an:
(a) [ ] Broker or Dealer registered under Section 15 of the
Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of
the Act
(d) [ ] Investment Company registered under section 8 of the
Investment Company Act
(e) [ ] Investment Adviser registered under section 203 of
the Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see
13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with
13d-1(b)(ii)(G) (Note: See Item 7)
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(h) [ ] Group, in accordance with 13d-1(b)(1)(ii)(H)
Item 4. Ownership:
(a) Amount Beneficially Owned: -0-*
(b) Percent of Class: 0%
(c) Number of Shares as to which such person has:
(i) sole power to vote or direct the vote - -0-
(ii) shared power to vote or direct the vote - -0-*
(iii) sole power to dispose or direct the disposition
of - -0-
(iv) shared power to dispose or direct the disposition
of - -0-*
*SEE RIDER A ATTACHED
Item 5. Ownership of Five Percent or Less of a Class:
THIS STATEMENT IS BEING FILED TO REPORT THE FACT THAT AS OF
THE DATE HEREOF THE REPORTING PERSON HAS CEASED TO BE THE
BENEFICIAL OWNER OF MORE THAN FIVE PERCENT OF THE CLASS OF
SECURITIES.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
NOT APPLICABLE
Item 7. Identification and Classification of the Subsidiary which
Acquired the Security Being Reported on by the Parent Holding
Company
NOT APPLICABLE
Item 8. Identification and Classification of Members of the Group
NOT APPLICABLE
Item 9. Notice of Dissolution of Group
NOT APPLICABLE
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Item 10. Certification
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to
above were acquired in the ordinary course of
business and were not acquired for the purpose of and
do not have the effect of changing or influencing the
control of the issuer of such securities and were not
acquired in connection with or as a participant in
any transaction having such purpose or effect.
Signature
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.
PATRICOF & CO. VENTURES, INC.
BY: /s/ Alan Patricof
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Alan Patricof
Dated: January 28, 1998 Co-Chairman
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RIDER A
PATRICOF & CO. VENTURES, INC. ("PATRICOF") WAS DEEMED TO BE THE BENEFICIAL OWNER
OF COMMON STOCK OWNED BY APA EXCELSIOR IV, A DELAWARE LIMITED PARTNERSHIP
("EXCELSIOR IV"), BY APA EXCELSIOR IV/OFFSHORE, L.P., A CAYMAN ISLANDS LIMITED
PARTNERSHIP ("OFFSHORE") AND APA/FOSTIN PENNSYLVANIA VENTURE CAPITAL FUND, A
PENNSYLVANIA LIMITED PARTNERSHIP ("APA/FOSTIN"). EACH OF SUCH ENTITIES IS
MANAGED OR ADVISED BY PATRICOF AND, AS SUCH, PATRICOF WAS DEEMED TO HAVE SHARED
VOTING AND DISPOSITIVE POWER WITH THE GENERAL PARTNERS OF APA EXCELSIOR IV,
OFFSHORE AND APA/FOSTIN WITH RESPECT TO SHARES OF COMMON STOCK.
