<PAGE>1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
BioTime, Inc.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
09066L105
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(CUSIP Number of Class of Securities)
Scot A. Rosenblum
WisdomTree Associates, L.P.
1633 Broadway, 38th Floor
New York, New York 10019
(212) 843-2782
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Roger D. Blanc
Willkie Farr & Gallagher
153 East 53rd Street
New York, NY 10022
(212) 821-8000
September 17, 1996
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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: |_|
Check the following box if a fee is being paid with this
statement: [X]
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SCHEDULE 13D
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CUSIP No. 09066L105 Page 2 of 16 Pages
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1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WisdomTree Capital Management, Inc. I.D. #13-3729429
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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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
0 shares of Common Stock
--------- -------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 176,000 shares of Common Stock
OWNED BY
EACH --------- -------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0 shares of Common Stock
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10 SHARED DISPOSITIVE POWER
176,000 shares of Common Stock
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
176,000 shares of Common Stock
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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)
6.33%
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14 TYPE OF REPORTING PERSON*
CO
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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.
<PAGE>3
SCHEDULE 13D
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CUSIP No. 09066L105 Page 3 of 16 Pages
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1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WisdomTree Associates, L.P. I.D. #13-3729430
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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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
0 shares of Common Stock
--------- -------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 151,000 shares of Common Stock
OWNED BY
EACH --------- -------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0 shares of Common Stock
--------- -------------------------------------------------------
10 SHARED DISPOSITIVE POWER
151,000 shares of Common Stock
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
151,000 shares of Common Stock
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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)
5.43%
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14 TYPE OF REPORTING PERSON*
PN
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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.
<PAGE>4
SCHEDULE 13D
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CUSIP No. 09066L105 Page 4 of 16 Pages
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1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WisdomTree Offshore, Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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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
Cayman Islands
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7 SOLE VOTING POWER
0 shares of Common Stock
--------- -------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 25,000 shares of Common Stock
OWNED BY
EACH -------- -------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0 shares of Common Stock
-------- -------------------------------------------------------
10 SHARED DISPOSITIVE POWER
25,000 shares of Common Stock
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
25,000 shares of Common Stock
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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)
0.90%
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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.
<PAGE>5
SCHEDULE 13D
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CUSIP No. 09066L105 Page 5 of 16 Pages
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1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jonathan L. Steinberg I.D. ####-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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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
United States
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7 SOLE VOTING POWER
0 shares of Common Stock
--------- -------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 176,000 shares of Common Stock
OWNED BY
EACH --------- -------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0 shares of Common Stock
--------- -------------------------------------------------------
10 SHARED DISPOSITIVE POWER
176,000 shares of Common Stock
- ---- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
176,000 shares of Common Stock
- ---- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- ---- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.33%
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14 TYPE OF REPORTING PERSON*
IN
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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.
<PAGE>7
Item 1. Security and Issuer.
This statement on Schedule 13D, dated September 27, 1996,
relates to the common stock, no par value (the "Common Stock") of BioTime, Inc.,
a Delaware corporation (the "Company"), and is being filed pursuant to Rule
13d-1 under the Securities Exchange Act of 1934, as amended. The address of the
principal executive offices of the Company is 935 Pardee Street, Berkeley,
California 94710.
Item 2. Identity and Background.
This Schedule 13D is being filed on behalf of WisdomTree Associates,
L.P. (the "Partnership"), WisdomTree Capital Management, Inc. (the "General
Partner"), WisdomTree Offshore, Ltd. ("WisdomTree Offshore") and Jonathan L.
Steinberg ("Mr. Steinberg" and collectively, the "Reporting Entities"). The
Partnership and the General Partner are each organized in the State of New York
and WisdomTree Offshore is incorporated under the laws of the Cayman Islands.
The business address of the Partnership, the General Partner and Mr. Steinberg
is 1633 Broadway, 38th Floor, New York, New York 10019. The business address of
WisdomTree Offshore is Zephyr House, 5th Floor, P.O. Box 1561, Mary Street,
Grand Cayman, Cayman Islands, British West Indies.
The present principal employment of Mr. Steinberg is as Chairman,
Chief Executive Officer and Treasurer of Individual Investor Group, Inc. ("I.I.
Group"), as Chairman, Chief Executive Officer and Treasurer of the General
Partner and as co-manager of
<PAGE>8
the Partnership. The business address of I.I. Group is 1633 Broadway, 38th
Floor, New York, New York 10019.
The principal business of the Partnership is as an investment fund
that invests and reinvests in securities of relatively small, less well-known
public companies. The principal business of WisdomTree Offshore is as an
offshore investment fund that invests and reinvests in securities of relatively
small, less well-known public companies. The principal business of the General
Partner is management of the Partnership.
The name, business address and principal employment of the executive
officers and directors of the General Partner, I.I. Group and WisdomTree
Offshore are set forth in Schedule A hereto and are incorporated by reference.
During the last five years, neither the Reporting Entities nor, to the
best of the Reporting Entities' knowledge, any of the other persons identified
in Schedule A hereto has been convicted in a criminal proceeding (excluding
traffic violations and similar misdemeanors) or has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which such person 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. All of the persons listed in Schedule A are United States
citizens, with the exception of Christopher Wetherhill,
<PAGE>9
who is a citizen of Bermuda, and Charles Quin, who is a citizen of the Cayman
Islands. Item 3. Source and Amount of Funds or Other Consideration.
The 151,000 shares of Common Stock of the Company acquired by the
Partnership were acquired in brokered transactions for an aggregate purchase
price of $2,781,132.12 (the "Partnership Purchases"). The 25,000 shares of
Common Stock purchased by WisdomTree Offshore (the "Offshore Purchases") were
acquired in brokered transactions for an aggregate purchase price of $504,645.
The source of funds for the Partnership Purchases was investment
capital contributed by the Partnership. The source of funds for the Offshore
Purchases was investment capital contributed by WisdomTree Offshore.
Item 4. Purpose of Transaction.
The Reporting Entities have acquired the shares of Common Stock for
the purpose of investment. The Reporting Entities may maintain their investment
at current levels or sell all or a part of their investment. In any such case,
the decision by the Reporting Entities would depend upon a continuing evaluation
of the Company's business, prospects and financial condition, the market for
shares of Common Stock, other investment opportunities available to the
Reporting Entities, general economic conditions, stock market conditions,
availability of funds and other factors and future developments that the
Reporting Entities may deem relevant from time to time. Any acquisition or
disposition of shares of Common Stock by the
<PAGE>10
Reporting Entities may be effected through open market or privately negotiated
transactions, or otherwise.
Except to the extent set forth above, or in any other Item hereof, the
Reporting Entities and, to the best of their knowledge, the persons listed in
Schedule A hereto, do not have any present plans or proposals that relate to or
would result in any of the actions required to be described in Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As of September 26, 1996, the Partnership beneficially owned a
total of 151,000 shares of the Common Stock of the Company, the General Partner
beneficially owned a total of 176,000 shares of the Common Stock of the Company,
WisdomTree Offshore beneficially owned a total of 25,000 shares of the Common
Stock of the Company and Mr. Steinberg beneficially owned a total of 176,000
shares of the Common Stock of the Company, constituting 5.43%, 6.33%, 0.90% and
6.33%, respectively, of the shares of Common Stock then outstanding, based on
2,782,071 shares of Common Stock outstanding as disclosed in the Company's
quarterly report on Form 10-K for the year ended June 30, 1996. As of September
26, 1996, the Reporting Entities beneficially owned a total of 176,000 shares of
the Common Stock of the Company, constituting 6.33% of the shares of Common
Stock then outstanding. To the best of the knowledge of the Reporting Entities,
none of the individuals listed on Schedule A, with the exception of Mr.
Steinberg, beneficially owns any shares of the
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Common Stock of the Company, except pursuant to their interests in the
Partnership, the General Partner and WisdomTree Offshore.
(b) The Partnership, the General Partner, Mr. Steinberg and Russell
Anmuth, a Vice President of the Investment Manager, co-manager of the
Partnership and co-manager of WisdomTree Offshore, share voting and dispositive
power with respect to 151,000 shares of Common Stock. WisdomTree Offshore, the
General Partner, Mr. Steinberg and Mr. Anmuth share voting and dispositive power
with respect to 25,000 shares of Common Stock. To the best of the knowledge of
the Reporting Entities, none of the individuals listed on Schedule A, with the
exception of Mr. Steinberg and Mr. Anmuth, has any voting or dispositive power
with respect to shares of Common Stock.
(c) Information concerning transactions in Common Stock effected by
the Reporting Entities during the past 60 days is set forth in Schedule B hereto
and is incorporated by reference. Except as set forth in Schedule B, no
transactions in Common Stock have been effected by any of the Reporting Entities
or, to the best of the knowledge of the Reporting Entities, by any of the
persons identified in Schedule A, during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Neither the Reporting Entities nor, to the best of the Reporting
Entities' knowledge, any of the individuals listed on Schedule A hereto, has any
contracts, arrangements,
<PAGE>12
understandings, or relationships (legal or otherwise) with any person with
respect to any securities of the Company, including, but not limited to,
transfer or voting of any of the securities, finder's fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, division of
profits or losses, or the giving or withholding of proxies, with the exception
of Margin Agreements by and between Paine Webber and each of the Partnership and
WisdomTree Offshore. Item 7. Material to be Filed as Exhibits.
1. Margin Agreement by and between Paine Webber Incorporated and the
Partnership (incorporated herein by reference to the Exhibit to the Schedule 13D
with respect to the Common Stock, $0.01 par value, of Target Technologies, Inc.
filed on behalf of the Reporting Entities, dated March 20, 1996).
2. Margin Agreement by and between Paine Webber Incorporated and
WisdomTree Offshore (incorporated herein by reference to the Exhibit to the
Schedule 13D with respect to the Common Stock, $0.01 par value, of Target
Technologies, Inc. filed on behalf of the Reporting Entities, dated March 20,
1996).
<PAGE>13
SCHEDULE A
The following table sets forth the name and principal employment of
each of the officers and directors of WisdomTree Capital Management, Inc. and
Individual Investor Group, Inc., as well as the business address of each
director of such entities not employed by such entities.
WisdomTree Capital
Management, Inc. Position
- -------------------- --------
Jonathan L. Steinberg Chairman, Chief Executive
Officer, Treasurer and Director
Robert Schmidt President and Director
Scot Rosenblum Vice President, Secretary and Director
Russell Anmuth Vice President
Individual Investor
Group, Inc. Position
- -------------------- --------
Jonathan L. Steinberg Chairman, Chief Executive
Officer and Director
Robert Schmidt President, Chief Operating
Officer and Director
Scot Rosenblum Vice President, Secretary and Director
Henry Clark Controller and Assistant
Secretary
Peter M. Ziemba Assistant Secretary
Bruce Sokoloff Director; Executive Vice
President, Reliance Group
Holdings, Inc., 55 East 52nd
Street, New York, New York
10055
WisdomTree Offshore, Ltd. Position
- ------------------------- --------
Jonathan L. Steinberg Vice President
Scot Rosenblum Chairman, Vice President
and Director
<PAGE>14
Christopher Wetherhill President and Director; Chief
Executive Officer, The
Hemisphere Group Limited,
Hemisphere House, 9 Church
Street, Hamilton, Bermuda
Charles Quin Director; Partner, Quin &
Hampson, George Town, Grand
Cayman, Cayman Islands.
<PAGE>15
SCHEDULE B
The Partnership
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1. On July 29, 1996, the Partnership purchased 6,000 shares of Common
Stock of the Company in brokered transactions at a price of $19.19 per
share.
2. On July 30, 1996, the Partnership purchased 5,000 shares of Common
Stock of the Company in brokered transactions at a price of $19.25 per
share.
3. On August 19, 1996, the Partnership purchased 10,000 shares of Common
Stock of the Company in brokered transactions at a price of $21.34 per
share.
4. On August 20, 1996, the Partnership purchased 2,000 shares of Common
Stock of the Company in brokered transactions at a price of $19.95 per
share.
5. On August 21, 1996, the Partnership purchased 2,000 shares of Common
Stock of the Company in brokered transactions at a price of $20.32 per
share.
6. On September 17, 1996, the Partnership purchased 7,500 shares of
Common Stock of the Company in brokered transactions at a price of
$19.88 per share.
7. On September 19, 1996, the Partnership purchased 2,500 shares of
Common Stock of the Company in brokered transactions at a price of
$18.51 per share.
8. On September 25, 1996, the Partnership purchased 18,000 shares of
Common Stock of the Company in brokered transactions at a price of
$19.58 per share.
9. On September 26, 1996, the Partnership purchased 7,000 shares of Common
Stock of the Company in brokered transactions at a price of $19.96 per
share.
WisdomTree Offshore
- -------------------
1. On August 27, 1996, WisdomTree Offshore purchased 8,000 shares of
Common Stock of the Company in brokered transactions at a price of
$22.16 per share.
2. On August 28, 1996, WisdomTree Offshore purchased 2,000 shares of
Common Stock of the Company in brokered transactions at a price of
$22.07 per share.
3. On September 17, 1996, WisdomTree Offshore purchased 2,500 shares of
Common Stock of the Company in brokered transactions at a price of
$19.88 per share.
<PAGE>16
4. On September 18, 1996, WisdomTree Offshore purchased 2,500 shares of
Common Stock of the Company in brokered transactions at a price of
$19.01 per share.
5. On September 19, 1996, WisdomTree Offshore purchased 2,500 shares of
Common Stock of the Company in brokered transactions at a price of
$18.51 per share.
6. On September 20, 1996, WisdomTree Offshore purchased 7,500 shares of
Common Stock of the Company in brokered transactions at a price of
$18.63 per share.
<PAGE>17
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: September 27, 1996 WISDOMTREE ASSOCIATES, L.P.
By: WisdomTree Capital
Management, Inc.,
General Partner
By:/s/ Scot A. Rosenblum
Name: Scot A. Rosenblum
Title: Vice President
Dated: September 27, 1996 WISDOMTREE CAPITAL
MANAGEMENT, INC.
By:/s/ Scot A. Rosenblum
Name: Scot A. Rosenblum
Title: Vice President
Dated: September 27, 1996 WISDOMTREE OFFSHORE, LTD.
By:/s/ Scot A. Rosenblum
Name: Scot A. Rosenblum
Title: Director
Dated: September 27, 1996 By:/s/ Jonathan L. Steinberg
-------------------------
Jonathan L. Steinberg
