CUSIP No. 225270 10 7 Page 1 of 6 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)[1]
CREATIVE BIOMOLECULES, INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
225270 10 7
(CUSIP Number)
John C. MacMurray, Esq.
Kathleen K. Schoemaker Reboul, MacMurray, Hewitt,
Domain Associates, L.L.C. Maynard & Kristol
One Palmer Square 45 Rockefeller Plaza
Princeton, New Jersey 08452 New York, New York 10111
Tel. (609) 683-5656 Tel. (212) 841-5700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
SEPTEMBER 10, 1999
(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(e), 13d-1(f) or 13d-1(g), check the following
box [ ].
- --------------------------
[1] 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 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act.
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CUSIP No. 225270 10 7 Page 2 of 6 Pages
1) Name of Reporting Person Domain Partners
I.R.S. Identification III, L.P.
No. of Above Person
(If an Entity)
2) Check the Appropriate Box (a) [x]
if a Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds Not Applicable
5) Check if Disclosure of
Legal Proceedings is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
6) Citizenship or Place
of Organization Delaware
Number of 7) Sole Voting 1,402,405 shares of
Shares Beneficially Power Common Stock
Owned by Each (including shares
Reporting Person issuable upon
With exercise of warrants)
8) Shared Voting
Power -0-
9) Sole Disposi- 1,402,405 shares of
tive Power Common Stock
(including shares
issuable upon
exercise of warrants)
10) Shared Dis-
positive Power -0-
11) Aggregate Amount Beneficially 1,402,405 shares of
Owned by Each Reporting Person Common Stock
(including shares
issuable upon
exercise of warrants)
12) Check if the Aggregate
Amount in Row (11)
Excludes certain shares
13) Percent of Class
Represented by 3.9%
Amount in Row (11)
14) Type of Reporting
Person PN
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CUSIP No. 225270 10 7 Page 3 of 6 Pages
1) Name of Reporting Person DP III Associates,
I.R.S. Identification L.P.
No. of Above Person
(If an Entity)
2) Check the Appropriate Box (a) [x]
if a Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds Not Applicable
5) Check if Disclosure of
Legal Proceedings is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
6) Citizenship or Place
of Organization Delaware
Number of 7) Sole Voting 49,226 shares of
Shares Beneficially Power Common Stock
Owned by Each (including shares
Reporting Person issuable upon
With exercise of warrants)
8) Shared Voting
Power -0-
9) Sole Disposi- 49,226 shares of
tive Power Common Stock
(including shares
issuable upon
exercise of warrants)
10) Shared Dis-
positive Power -0-
11) Aggregate Amount Beneficially 49,226 shares of
Owned by Each Reporting Person Common Stock
(including shares
issuable upon
exercise of warrants)
12) Check if the Aggregate
Amount in Row (11)
Excludes certain shares
13) Percent of Class
Represented by 0.1%
Amount in Row (11)
14) Type of Reporting
Person PN
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CUSIP No. 225270 10 7 Page 4 of 6 Pages
AMENDMENT NO. 1 TO SCHEDULE 13D
Reference is hereby made to the statement on Schedule 13D originally
filed with the Securities and Exchange Commission (the "Commission") on January
30, 1995 (the "Schedule 13D"). Terms defined in the Schedule 13D are used herein
as so defined.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Schedule 13D is hereby amended and restated to read in
its entirety as follows:
The following information is based on a total of 35,968,579 shares of
Common Stock outstanding as of June 30, 1999, as reported in the Issuer's Report
on Form 10-Q for the period ended June 30, 1999 filed with the Commission on
August 13, 1999, and gives effect to the exercise of all Warrants held by the
Reporting Persons.
(a)
DP III
DP III owns 1,402,405 shares of Common Stock, or approximately 3.9% of
the Common Stock outstanding. OPSA III, as the general partner of DP III, may be
deemed to beneficially own the shares of Common Stock owned by DP III.
DP III A
DP III A owns 49,226 shares of Common Stock, or approximately 0.1% of
the Common Stock outstanding. OPSA III, as the general partner of DP III A, may
also be deemed to beneficially own the shares of Common Stock owned by DP III.
GENERAL PARTNERS OF OPSA III
(i) Brian Dovey owns 1,188 shares of Common Stock, or less than 0.1%
of the Common Stock outstanding.
(ii) James C. Blair owns 1,188 shares of Common Stock, or less than
0.1% of the Common Stock outstanding.
(iii) Jesse I. Treu owns 1,188 shares of Common Stock, or less than
0.1% of the Common Stock outstanding.
(iv) Richard S. Schneider owns 1,188 shares of Common Stock, or less
than 0.1% of the Common Stock outstanding.
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CUSIP No. 225270 10 7 Page 5 of 6 Pages
(v) Kathleen K. Schoemaker owns 248 shares of Common Stock, or less
than 0.1% of the Common Stock outstanding.
DOMAIN ASSOCIATES, L.L.C.
With the exception of Richard S. Schneider, all of the
above-named individual general partners of OPSA III are also managing
members of Domain Associates, L.L.C., a Delaware limited liability
company ("DA"). DA owns 20,000 shares of Common Stock, or less than
0.1% of the Common Stock outstanding.
(b) The general partners of OPSA III may be deemed to share the power
to vote or direct the voting of and to dispose or to direct the disposition of
the Common Stock owned by DP III and DP III A. Each of the general partners of
OPSA III disclaims beneficial ownership of all shares of Common Stock other than
the shares of Common Stock he or she owns directly, or by virtue of his or her
indirect pro rata interest, as a managing member of DA, in the Common Stock
owned by DA or by virtue of his or her indirect pro rata interest, as a general
partner of OPSA III, in the Common Stock owned by DP III and/or DP III A.
(c) On September 10, 1999, DP III and DP III A sold 347,657 and 12,028
shares, respectively, of Common Stock in open market transactions at a sale
price of $5.375 per share.
(d) Except as described in this statement, no person has the power to
direct the receipt of dividends on, or the proceeds from sales of, the shares of
Common Stock owned by DP III or DP III A.
(e) The Reporting Persons ceased to be the beneficial owners of more
than five percent of the Common Stock on September 10, 1999.
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CUSIP No. 225270 10 7 Page 6 of 6 Pages
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.
Dated: October 22, 1999
DOMAIN PARTNERS III, L.P.
By: One Palmer Square Associates
III, L.P., General Partner
By /s/ Kathleen K. Shoemaker
General Partner
DP III ASSOCIATES, L.P.
By: One Palmer Square Associates
III L.P., General Partner
By /s/ Kathleen K. Shoemaker
General Partner
