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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Cambridge NeuroScience, Inc.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
132426107
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(CUSIP Number of Class of Securities)
Stephen Distler
E.M. Warburg Pincus & Co., LLC
466 Lexington Avenue
New York, New York 10017
(212) 878-0600
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Steven J. Gartner
Willkie Farr & Gallagher
153 East 53rd Street
New York, NY 10022
(212) 821-8000
October 29, 1997
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(Date of Event which Requires
Filing of this Schedule)
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(b)(3)
or (4), check the following: [ ]
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SCHEDULE 13D
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CUSIP No. 132426107
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1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warburg, Pincus Capital Partners Liquidating Trust
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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7 SOLE VOTING POWER
2,291,352
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH -----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
2,291,352
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,291,352
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.9%
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14 TYPE OF REPORTING PERSON*
OO
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*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.
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This Schedule 13D is being filed on behalf of Warburg, Pincus Capital
Partners Liquidating Trust, a trust organized under the laws of the State of New
York ("WPCP Liquidating Trust"), relating to the common stock, par value $.001
per share (the "Company Common Stock"), of Cambridge NeuroScience, Inc., a
Delaware corporation (the "Company").
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the Company Common Stock, and
is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934
(the "Exchange Act"). The principal executive offices of the Company are located
at One Kendall Square, Building 700, Cambridge, MA 02139.
Item 2. Identity and Background.
(a) This statement is filed by WPCP Liquidating Trust (the "Reporting
Entity"). The WPCP Liquidating Trust is a trust formed under the laws of the
State of New York. Warburg, Pincus Capital Partners, L.P. ("WPCP") is a Delaware
limited partnership that was formerly engaged in making venture capital and
related investments. On September 30, 1997, the partnership agreement of WPCP
terminated. Pursuant to the terms of the partnership agreement, on October 29,
1997, WPCP distributed (the "WPCP Liquidating Distribution") an aggregate of
766,577 shares ("Shares") of Company Common Stock to certain of its limited
partners and the remaining 2,291,352 Shares of which it had
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direct ownership to WPCP Liquidating Trust. The trustees of WPCP Liquidating
Trust are Lionel I. Pincus ("Pincus"), John L. Vogelstein ("Vogelstein") and
Stephen Distler ("Distler"). Each of Pincus, Vogelstein and Distler disclaims
beneficial ownership of any Shares beneficially owned by WPCP Liquidating Trust.
(b) The address of the principal business and principal office of WPCP
Liquidating Trust and each of the persons named in paragraph (a) above is 466
Lexington Avenue, New York, New York 10017.
(c) The principal business of WPCP Liquidating Trust is to manage the
orderly liquidation of the assets formerly held by WPCP. Pincus is the managing
partner of Warburg, Pincus & Co., a New York general partnership ("WP") which
acts as general partner of WPCP and various partnerships engaged in making
venture capital and related investments. Pincus is also the Chairman of the
Board, CEO and managing member of E.M. Warburg, Pincus & Co., LLC, a New York
limited liability company ("EMW LLC") which acts as manager of WPCP and various
partnerships engaged in making venture capital and related investments; and the
managing partner of Pincus & Co., a New York limited partnership whose primary
activity is ownership interest in WP and EMW LLC. Pincus may be deemed to
control both WP and EMW LLC. Vogelstein is a general partner of WP and the vice
chairman of the board and a member of EMW LLC. Distler is a general partner of
WP and the treasurer, a
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managing director and a member of EMW LLC. The members of EMW LLC are
substantially the same as the partners of WP.
(d) Neither the Reporting Entity nor any of the persons named in
paragraph (a) above has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Neither the Reporting Entity nor any of the persons named in
paragraph (a) above has, during the last five years, 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.
(f) Each of the individuals referred to in paragraph (a) above is a
United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
The shares of the Company Common Stock acquired by WPCP Liquidating
Trust were the result of the WPCP Liquidating Distribution.
Item 4. Purpose of Transaction.
Prior to the WPCP Liquidating Distribution, WPCP had beneficially owned
3,057,929 Shares of Company Common Stock. On September 30, 1997, the partnership
agreement of WPCP terminated. Pursuant to the terms of the partnership
agreement, on October
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29, 1997, WPCP made a liquidating distribution of an aggregate of 766,577 Shares
of Company Common Stock to certain of its limited partners. It transferred the
remaining 2,291,352 Shares of which it had direct ownership to WPCP Liquidating
Trust.
Except as set forth herein, neither the Reporting Entity nor, to the
best of its knowledge, any of the persons named in Item 2, has any plans or
proposals which relate to or would result in: (a) the acquisition by any person
of additional securities of the Company, or the disposition of securities of the
Company; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Company or any of
its subsidiaries; (d) any change in the present Board of Directors or management
of the Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (e) any material
change in the present capitalization or dividend policy of the Company; (f) any
other material change in the Company's business or corporate structure; (g)
changes in the Company's charter, By-Laws or instruments corresponding thereto
or other actions which may impede the acquisition of control of the Company by
any person; (h) causing a class of securities of the Company to be delisted from
a national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Company becoming eligible for
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termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) As of October 29, 1997, WPCP Liquidating Trust beneficially owned
2,291,352 Shares of Common Stock. The Shares of Company Common Stock held by
WPCP Liquidating Trust represent approximately 12.9% of the outstanding Shares
of Company Common Stock. Each of Pincus, Vogelstein and Distler disclaims
beneficial ownership of any Shares beneficially owned by WPCP Liquidating Trust.
(b) WPCP Liquidating Trust has the sole power to vote or to direct the
vote, and to dispose or to direct the disposition of the Shares held by it.
(c) Except for the receipt by WPCP Liquidating Trust of Shares of
Company Common Stock in connection with the termination of WPCP, it has not
effected any transactions in the Company Common Stock during the preceding 60
days.
(d) The sole general partner of WPCP is WP. WP has an approximately 26%
interest in the assets held by WPCP Liquidating Trust. Certain limited partners
of WPCP hold the remaining interests in the assets held by WPCP Liquidating
Trust. See also Item 2.
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Except as set forth herein, no other person is known to have the right
to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, such securities.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Except as described in Items 2 and 5, there are no contracts,
arrangements, understandings or relationships among the persons named in Item 2
or between such persons and any other person with respect to any securities of
the Company.
Item 7. Material to be Filed as Exhibits.
None.
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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: November 7, 1997
WARBURG, PINCUS CAPITAL PARTNERS
LIQUIDATING TRUST
By:/s/ Stephen Distler
Stephen Distler, Trustee
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