GBU INC /ADV
SC 13G, 1999-01-26
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<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G
                    Under the Securities Exchange Act of 1934


                               Cell Pathways, Inc.
                                (Name of Issuer)


                          Common Stock, $0.01 par value
                         (Title of Class of Securities)

                                    15114R101
                                 (CUSIP Number)


                                December 31, 1998
             (Date of Event which Requires Filing of this Statement)



Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

         [  ]    Rule 13d-1(b)
         [  ]    Rule 13d-1(c)
         [ x]    Rule 13d-1(d)

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).






                                                               Page 1 of 4 Pages
<PAGE>   2
CUSIP No. 15114R101

         1.       NAME OF REPORTING PERSONS
                  S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

                             Oak Tree Partners, L.P.
- --------------------------------------------------------------------------------

         2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP    (a)  [   ]
                                                                      (b)  [   ]

- --------------------------------------------------------------------------------

         3.       SEC USE ONLY

- --------------------------------------------------------------------------------

         4.       CITIZENSHIP OR PLACE OF ORGANIZATION

                                    Delaware
- --------------------------------------------------------------------------------

                                       5.      SOLE VOTING POWER
                                      
                                      
NUMBER OF                             
SHARES                                
BENEFICIALLY                          
OWNED BY                                       1,726,885
EACH                                  
REPORTING                             
PERSONS                               
WITH                                  

- --------------------------------------------------------------------------------

                                       6.      SHARED VOTING POWER
                                      
                                                        -0-                     
- --------------------------------------------------------------------------------

                                       7.      SOLE DISPOSITIVE POWER
                                      
                                                      1,726,885                 
- --------------------------------------------------------------------------------

                                       8.      SHARED DISPOSITIVE POWER
                                      
                                                        -0-                     
- --------------------------------------------------------------------------------

         9.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                  1,726,885                                                     
- --------------------------------------------------------------------------------
        10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
                 SHARES *    [        ]

- --------------------------------------------------------------------------------
        11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                  7.1%
- --------------------------------------------------------------------------------
        12.      TYPE OF REPORTING PERSON *

                           PN                                                   
- --------------------------------------------------------------------------------

                      * SEE INSTRUCTIONS BEFORE FILLING OUT

                                                               Page 2 of 4 Pages
<PAGE>   3
Item 1(a).        Name of Issuer

                  Cell Pathways, Inc., a Delaware corporation.

Item 1(b).        Address of Issuer's Principal Executive Offices

                  702 Electronic Drive
                  Horsham, Pennsylvania   19044

Item 2(a).        Name of Person Filing

                  Oak Tree Partners, L.P.

Item 2(b).        Address of Principal Business Office

                  70 East 55th Street - 12th Floor 
                  New York, NY 10022

Item 2(c).        Citizenship

                  Delaware

Item 2(d).        Title of Class of Securities

                  Common Stock, $0.0l par value

Item 2(e).        CUSIP Number

                  15114R101

Item 3.           This Statement is filed pursuant to

                  Rule 13d-1(d)

Item 4.           Ownership as of December 31, 1998

                  The information contained in Items 5-11 on the cover pages is
                  incorporated hereby by reference.

Item 5.           Ownership of Five Percent or Less of a Class

                  Not Applicable

Item 6.           Ownership of More Than Five Percent on Behalf of Another 
                  Person

                  Not Applicable

Item 7.           Identification and Classification of Certain Subsidiaries

                  Not Applicable

Item 8.           Identification and Classification of Members of a Group

                  Not Applicable

Item 9.           Notice of Dissolution of a Group

                  Not Applicable

                                                               Page 3 of 4 Pages
<PAGE>   4
Item 10.          Certification

         By signing below the undersigned certifies that, to the best of its
knowledge and belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or
effect.

         After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and accurate.


                                   SIGNATURE:

                                        Date:  January 22, 1999

                                        OAK TREE PARTNERS, L.P.

                                        By: GBU INC., General Partner



                                        By: /s/ Gerald B. Unterman
                                            ----------------------
                                                Gerald B. Unterman
                                                President




                                                               Page 4 of 4 Pages


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