UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G-A
(Rule 13d-102)
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Cambridge NeuroScience, Inc.
----------------------------
(Name of Issuer)
Common Stock
------------------------------
(Title of Class of Securities)
132426107
--------------
(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 securiti s, 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).
Page 1 of 17 Pages
<PAGE>
- ------------------------- ---------------------------
|CUSIP NO. 132426107 | 13G | Page 2 of 17 Pages |
| ----------- | | --- --- |
- ------------------------- ---------------------------
|--------|---------------------------------------------------------------------|
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | Aeneas Venture Corporation |
|--------|---------------------------------------------------------------------|
| 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 |
| | | 1,192,033 shares |
| NUMBER OF |--------| -----------------------------------------|
| SHARES | 6 | SHARED VOTING POWER |
| BENEFICIALLY | | -- |
| OWNED BY ----------------------------------------------------|
| EACH | 7 | SOLE DISPOSITIVE POWER |
| REPORTING | | 1,192,033 shares |
| PERSON ----------------------------------------------------|
| WITH | 8 | SHARED DISPOSITIVE POWER |
| | | -- |
|--------|---------------------------------------------------------------------|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 1,192,033 shares |
|--------|- -------------------------------------------------------------------|
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN [ ] |
| | SHARES* |
| | |
|--------|- -------------------------------------------------------------------|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | 8.1% |
|--------|- -------------------------------------------------------------------|
| 12 | TYPE OF REPORTING PERSON * |
| | EP |
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 17 Pages
<PAGE>
Item 1(a) Name of Issuer:
Cambridge NeuroScience, Inc.
1(b) Address of Issuer's Principal Executive Offices:
One Kendall Square
Building 700
Cambridge, MA 02139
Item 2(a) Name of Person Filing:
Aeneas Venture Corporation
2(b) Address of Principal Business Office or, if none, Residence:
c/o Harvard Management Company, Inc.
600 Atlantic Avenue
Boston, MA 02210
2(c) Citizenship:
Delaware
2(d) Title of Class of Securities:
Common Stock
2(e) CUSIP Number:
132426107
Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b):
The entity filing is a wholly-owned subsidiary of the endowment
fund of Harvard University.
Item 4 Ownership:
4(a) Amount beneficially owned:
1,192,033 shares
4(b) Percent of Class:
8.1%
4(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
1,192,033 shares
Page 3 of 17 Pages
<PAGE>
(ii) shared power to vote or to direct the vote:
---------
(iii) sole power to dispose or to direct the disposition of:
1,192,033 shares
(iv) shared power to dispose or to direct the disposition of:
--------
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 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.
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 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.
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 correct.
AENEAS VENTURE CORPORATION
By: /s/ Tami E. Nason
------------------------------
Name: Tami E. Nason
Title: Authorized Signatory
February 12, 1997
Page 4 of 17 Pages
<PAGE>
Pursuant to Rule 101(a)(2)(ii) of Regulation S-T, attached hereto as
exhibits to this Schedule 13G-A are copies of the initial Schedule 13G and all
amendments thereto.
Page 5 of 17 Pages
<PAGE>
Exhibit A
---------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Cambridge Neuroscience, Inc.
----------------------------
(Name of Issuer)
Common Stock
------------------------------
(Title of Class of Securities)
132426107
--------------
(CUSIP Number)
Check the following box if a fee is being paid with the statement [x] (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.)
*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).
Page 6 of 17 Pages
<PAGE>
- ------------------------- ---------------------------
|CUSIP NO. 132426107 | 13G | Page 7 of 17 Pages |
| ----------- | | --- --- |
- ------------------------- ---------------------------
|--------|---------------------------------------------------------------------|
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | Aeneas Venture Corporation |
|--------|---------------------------------------------------------------------|
| 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 |
| | | 913,033 shares |
| NUMBER OF |--------| -----------------------------------------|
| SHARES | 6 | SHARED VOTING POWER |
| BENEFICIALLY | | -- |
| OWNED BY ----------------------------------------------------|
| EACH | 7 | SOLE DISPOSITIVE POWER |
| REPORTING | | 913,033 shares |
| PERSON ----------------------------------------------------|
| WITH | 8 | SHARED DISPOSITIVE POWER |
| | | -- |
|--------|---------------------------------------------------------------------|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 913,033 shares |
|--------|- -------------------------------------------------------------------|
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN [ ] |
| | SHARES* |
| | |
|--------|- -------------------------------------------------------------------|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | 10.9% |
|--------|- -------------------------------------------------------------------|
| 12 | TYPE OF REPORTING PERSON * |
| | CO |
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 7 of 17 Pages
<PAGE>
SCHEDULE 13G
Item 1(a) Name of Issuer:
Cambridge Neuroscience, Inc.
1(b) Address of Issuer's Principal Executive Offices:
One Kendall Square
Building 700
Cambridge, MA 02138
Item 2(a) Name of Person Filing:
Aeneas Venture Corporation
2(b) Address of Principal Business Office, or if none, Residence:
c/o Harvard Management Company, Inc.
600 Atlantic Avenue
Boston, Massachusetts 02210
2(c) Citizenship:
Delaware
2(d) Title of Class of Securities:
Common Stock
2(e) CUSIP Number:
132426107
Item 3 If this statement is filed pursuant to rules 13d-1(b) or
13d-2(b): The entity filing is a wholly-owned subsidiary and
charitable title-holding company for the endowment fund of
Harvard University.
Item 4(a) Amount beneficially owned:
913,033 shares
4(b) Percent of Class: 10.9%
4(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
913,033
(ii) Shared power to vote or to direct the vote:
---
Page 8 of 17 Pages
<PAGE>
(iii) Sole power to dispose or to direct the disposition of:
913,033
(iv) Shared power to dispose or to direct the disposition of:
---
Item 5 Ownership of Five Percent or less of a Class:
Not Applicable
Item 6 Ownership of more than Fiver 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
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 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.
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information is true, complete and correct.
AENEAS VENTURE CORPORATION
By:_______________________________
February __, 1992
Page 9 of 17 Pages
<PAGE>
Exhibit B
---------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Cambridge NeuroScience, Inc.
----------------------------
(Name of Issuer)
Common Stock
------------------------------
(Title of Class of Securities)
132426107
--------------
(CUSIP Number)
Check the following box if a fee is being paid with the statement [x] (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.)
*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).
Page 10 of 17 Pages
<PAGE>
- ------------------------- ---------------------------
|CUSIP NO. 132426107 | 13G | Page 11 of 17 Pages |
| ----------- | | --- --- |
- ------------------------- ---------------------------
|--------|---------------------------------------------------------------------|
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | Aeneas Venture Corporation |
|--------|---------------------------------------------------------------------|
| 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 |
| | | 1,042,033 shares |
| NUMBER OF |--------| -----------------------------------------|
| SHARES | 6 | SHARED VOTING POWER |
| BENEFICIALLY | | -- |
| OWNED BY ----------------------------------------------------|
| EACH | 7 | SOLE DISPOSITIVE POWER |
| REPORTING | | 1,042,033 shares |
| PERSON ----------------------------------------------------|
| WITH | 8 | SHARED DISPOSITIVE POWER |
| | | -- |
|--------|---------------------------------------------------------------------|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 1,042,033 shares |
|--------|- -------------------------------------------------------------------|
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN [ ] |
| | SHARES* |
| | |
|--------|- -------------------------------------------------------------------|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | 12.1% |
|--------|- -------------------------------------------------------------------|
| 12 | TYPE OF REPORTING PERSON * |
| | CO |
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 11 of 17 Pages
<PAGE>
SCHEDULE 13G
Amendment No. 1
Item 1(a) Name of Issuer:
Cambridge NeuroScience, Inc.
1(b) Address of Issuer's Principal Executive Offices:
One Kendall Square
Building 700
Cambridge, MA 02138
Item 2(a) Name of Person Filing:
Aeneas Venture Corporation
2(b) Address of Principal Business Office, or if none, Residence:
Aeneas Venture Corporation
c/o Harvard Management Company, Inc.
600 Atlantic Avenue
Boston, Massachusetts 02210
2(c) Citizenship:
Delaware
2(d) Title of Class of Securities:
Common Stock
2(e) CUSIP Number:
132426107
Item 3 If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b):
The entity filing is a wholly-owned subsidiary of the endowment
fund of Harvard University.
Item 4(a) Amount beneficially owned:
1,042,033 shares
4(b) Percent of Class:
12.1%
4(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
1,042,033 shares
Page 12 of 17 Pages
<PAGE>
(ii) shared power to vote or to direct the vote:
---
(iii) sole power to dispose or to direct the disposition of:
1,042,033 shares
(iv) shared power to dispose or to direct the disposition of:
---
Item 5 Ownership of Five Percent or less of a Class:
Not Applicable
Item 6 Ownership of more than Fiver 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
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 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 purposes 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 correct.
AENEAS VENTURE CORPORATION
By:_______________________________
February __, 1993
Page 13 of 17 Pages
<PAGE>
Exhibit C
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Cambridge NeuroScience, Inc.
----------------------------
(Name of Issuer)
Common Stock
------------------------------
(Title of Class of Securities)
132426107
--------------
(CUSIP Number)
Check the following box if a fee is being paid with the statement [x] (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.)
*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).
Page 14 of 17 Pages
<PAGE>
- ------------------------- ---------------------------
|CUSIP NO. 132426107 | 13G | Page 15 of 17 Pages |
| ----------- | | --- --- |
- ------------------------- ---------------------------
|--------|---------------------------------------------------------------------|
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | Aeneas Venture Corporation |
|--------|---------------------------------------------------------------------|
| 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 |
| | | 1,192,033 shares |
| NUMBER OF |--------| -----------------------------------------|
| SHARES | 6 | SHARED VOTING POWER |
| BENEFICIALLY | | -- |
| OWNED BY ----------------------------------------------------|
| EACH | 7 | SOLE DISPOSITIVE POWER |
| REPORTING | | 1,192,033 shares |
| PERSON ----------------------------------------------------|
| WITH | 8 | SHARED DISPOSITIVE POWER |
| | | -- |
|--------|---------------------------------------------------------------------|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 1,192,033 shares |
|--------|- -------------------------------------------------------------------|
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN [ ] |
| | SHARES* |
| | |
|--------|- -------------------------------------------------------------------|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | 11.1% |
|--------|- -------------------------------------------------------------------|
| 12 | TYPE OF REPORTING PERSON * |
| | CO |
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 15 of 17 Pages
<PAGE>
SCHEDULE 13G
Amendment No. 2
Item 1(a) Name of Issuer:
Cambridge NeuroScience, Inc.
1(b) Address of Issuer's Principal Executive Offices:
One Kendall Square
Building 700
Cambridge, MA 02139
Item 2(a) Name of Person Filing:
Aeneas Venture Corporation
2(b) Address of Principal Business Office, or if none, Residence:
Aeneas Venture Corporation
c/o Harvard Management Company, Inc.
600 Atlantic Avenue
Boston, Massachusetts 02210
2(c) Citizenship:
Delaware
2(d) Title of Class of Securities:
Common Stock
2(e) CUSIP Number:
132426107
Item 3 If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b):
The entity filing is a wholly-owned subsidiary of the endowment
fund of Harvard University.
Item 4(a) Amount beneficially owned:
1,192,033 shares
4(b) Percent of Class:
11.1%
4(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
1,192,033 shares
Page 16 of 17 Pages
<PAGE>
(ii) shared power to vote or to direct the vote:
---
(iii) sole power to dispose or to direct the disposition of:
1,192,033 shares
(iv) shared power to dispose or to direct the disposition of:
---
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 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
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 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 purposes 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 correct.
AENEAS VENTURE CORPORATION
By:_______________________________
Name: Verne O. Sedlacek
Title: Treasurer
February __, 1995
Page 17 of 17 Pages
