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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Creative BioMolecules, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
225270107
(CUSIP Number)
Alan Patricof Lawrence G. Goodman, Esq.
Patricof & Co. Ventures, Inc. Shereff, Friedman, Hoffman & Goodman, LLP
445 Park Avenue 919 Third Avenue
New York, New York 10022 New York, New York 10022
(212) 753-6300 (212) 758-9500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 25, 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
statement because of Rule 13d-1(b) (3) or (4), check the following: / /.
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).
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SCHEDULE 13D
CUSIP No. 225270107 Page 2 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Patricof & Co. Ventures, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 157,785
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER
157,785
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
157,785
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
14 TYPE OF REPORTING PERSON*
CO
*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. 2 of ___
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SCHEDULE 13D
CUSIP No. 225270107 Page 3 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alan Patricof
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF, AF
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 45,878
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 157,785
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 45,878
10 SHARED DISPOSITIVE POWER
157,785
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
203,663
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
14 TYPE OF REPORTING PERSON*
IN
*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. 2 of ___
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Schedule 13D
Creative BioMolecules, Inc.
Item 1. Security and Issuer.
This Statement on Schedule 13D is filed by Patricof & Co. Ventures, Inc.
and Alan Patricof (collectively, the "Reporting Persons") and relates to the
common stock, par value $.01 (the "Common Stock"), of Creative BioMolecules,
Inc., a Delaware corporation (the "Company"), whose principal executive offices
are located at 35 South Street, Hopkinton, Massachusetts 01748. The Reporting
Persons previously were parties to a Statement on Schedule 13D filed May 21,
1993 by Patricof & Co. Ventures, Inc., Apax Partners & Co. Ventures Limited,
Apax Partners & Cie Gestion and Apax Venture Capital Managers (Jersey) Limited,
(the "Schedule 13D"), Amendment No. 1 to the Schedule 13D filed June 2, 1993 by
Patricof & Co. Ventures, Inc., Apax Partners & Co. Ventures Limited, Apax
Partners & Cie Gestion, Apax Venture Capital Managers (Jersey) Limited and APA
Partners (collectively, the "Filing Entities"), Amendment No. 2 to the Schedule
13D filed July 10, 1993 by the Filing Entities, Amendment No. 3 to the Schedule
13D filed September 14, 1993 by the Filing Entities, Amendment No. 4 to the
Schedule 13D filed September 29, 1993 by the Filing Entities, Amendment No. 5 to
the Schedule 13D filed September 1, 1994 by the Filing Entities, Amendment No. 6
to the Schedule 13D filed January 26, 1995 by the Filing Entities and certain
other persons, Amendment No. 7 to the Schedule 13D filed February 26, 1996 by
the Filing Entities and certain other persons and Amendment No. 8 to the
Schedule 13D filed March 20, 1997 by the Filing Entities and certain other
persons. The Reporting Persons are no longer acting in concert with respect to
the Common Stock with the other Filing Entities or other persons signatory to
the Schedule 13D and are therefore filing this Statement on Schedule 13D without
such other persons.
Item 2. Identity and Background.
(a), (b), (c) and (f). This statement is being filed by Patricof & Co.
Ventures, Inc. ("Patricof") and Alan Patricof. In addition, Patricia Cloherty is
sometimes referred to herein as the "Covered Person."
Set forth below is certain information concerning the Reporting Persons:
Name Business Address Citizenship
- ---- ---------------- -----------
Patricof & Co. Ventures, Inc. 445 Park Avenue New York
11th Floor
New York, New York 10022
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Patricof is a corporation organized in New York and is the investment
advisor to APA Excelsior Venture Capital Holdings (Jersey), Ltd. ("Excelsior
Jersey"), which was organized in Jersey, Channel Islands to make venture capital
investments.
Alan Patricof's principal occupation is Chairman of the Board and Chief
Executive Officer of Patricof and his business address is 445 Park Avenue, New
York, New York 10022.
See Item 5 for information regarding ownership of Common Stock.
The executive officers and directors of Patricof are listed below. All of
such persons are citizens of the United States unless otherwise indicated.
Name Business Address Position
---- ---------------- --------
Alan Patricof 445 Park Avenue Co-Chairman of the Board
11th Floor
New York, New York 10022
Patricia Cloherty 445 Park Avenue Co-Chairman of the Board
11th Floor
New York, New York 10022
Maurice Tchenio 45 Avenue Kleber Director
(citizen of France) Paris, France 75116
Ronald Cohen 15 Portland Place Director
(citizen of Great Britain) London, W1N 3AA England
Arthur Burach 445 Park Avenue Vice President - Finance
11th Floor
New York, New York 10022
(d) and (e). During the past five years, none of the Reporting Persons or
the other persons listed above has been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors) or 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.
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The funds used to purchase Common Stock by Mr. Patricof were provided from
the personal funds of Mr. Patricof. The funds used to purchase Common Stock by
Excelsior Jersey were provided from the corporate funds of Excelsior Jersey.
Item 4. Purpose of Transaction.
Each of the entities managed or advised by the Reporting Persons and each
of the Reporting Persons acquired its respective shares of Common Stock for
investment purposes. Each of such persons may acquire or dispose of securities
of the Company, including shares of Common Stock, directly or indirectly, in
open-market or privately negotiated transactions, depending upon the evaluation
of the performance and prospects of the Company by the Reporting Persons, and
upon other developments and circumstances, including, but not limited to,
general economic and business conditions and stock market conditions.
Except for the foregoing and as disclosed below, no Reporting Person has
any present plans or proposals which relate to or would result in any of the
actions or events described in paragraphs (a) through (j) of Item 4 of Schedule
13D.
Item 5. Interest in Securities of Issuer.
Except as specifically provided for herein, each of the Reporting Persons
and Covered Persons disclaims beneficial ownership of the shares of Common Stock
beneficially owned by any of the other Reporting Persons or the Covered Person.
Patricof may be deemed to be the beneficial owner of 157,785 shares of
Common Stock owned by Excelsior Jersey, which shares represent approximately
0.5% of the issued and outstanding Common Stock. Patricof is the investment
advisor to Excelsior Jersey and, as such, may be deemed to have shared voting
and dispositive power with respect to 157,785 shares of Common Stock.
Alan Patricof may be deemed to be the beneficial owner of 157,785 shares of
Common Stock owned by Excelsior Jersey and 45,878 shares of Common Stock owned
personally, which shares represent approximately 0.5%, and 0.1%, of the issued
and outstanding shares of Common Stock, respectively. Mr. Patricof has sole
voting and dispositive power with respect to the 45,878 shares of Common Stock
owned directly by him and, as the Chairman of the Board of Patricof, may be
deemed to have shared voting and dispositive power with respect to 157,785
shares of Common Stock owned by Excelsior Jersey.
Patricia Cloherty owns 30,429 shares of Common Stock directly. Ms. Cloherty
has sole voting and dispositive power with respect to such shares.
The percentage of beneficial ownership of the Reporting Persons is based on
33,326,395 outstanding shares of Common Stock of the Company on October 31, 1997
as
3
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reported in the Company's Quarterly Report on Form 10-Q for the period ended
September 30, 1997.
All transactions in the Common Stock effected by the Reporting Persons or
the Covered Persons during the past 60 days are set forth on Annex A hereto. All
such transactions were open market sales.
The Reporting Persons are no longer the beneficial owners of five percent
(5%) or greater of the Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of Issuer.
None.
Item 7. Materials to Be Filed as Exhibits.
None.
4
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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.
Dated: March 25, 1998
Patricof & Co. Ventures, Inc.
By: /s/ Alan Patricof
Name: Alan Patricof
Title: Co-Chairman of the Board
5
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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.
Dated: March 25, 1998
By: /s/ Alan Patricof
Alan Patricof
6
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ANNEX A
Avg. Price
Date Person Amount Per Share
------- ---------------- ------ ----------
3/16/98 Excelsior Jersey 10,000 $10.625
3/18/98 Excelsior Jersey 30,000 10.6573
7
