<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
UROLOGIX, INC.
- -------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- -------------------------------------------------------------------------------
(Title of Class of Securities)
917273104
- -------------------------------------------------------------------------------
(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 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).
CUSIP No. 917273104
- -------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
PATRICOF & CO. VENTURES, INC. / 13-2647531
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(See Instructions) (b) / /
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
- -------------------------------------------------------------------------------
5 SOLE VOTING POWER
-0-
NUMBER OF --------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY --------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON --------------------------------------------------------
WITH 8 SHARED DISPOSITIVE POWER
-0-
- -------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
- -------------------------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) / /
- -------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
-0-
- -------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (See Instructions)
CO
- -------------------------------------------------------------------------------
<PAGE>
Item 1. (a) Name of Issuer:
UROLOGIX, INC.
(b) Address of Issuer's Principal Executive Offices or,
if none, Residence:
14405 TWENTY-FIRST AVE, NORTH MINNEAPOLIS, MN 55447
Item 2. (a) Name of Person Filing:
PATRICOF & CO. VENTURES, INC.
(b) Address of Principal Business Office or, if none,
Residence:
445 PARK AVENUE, NEW YORK, NY 10022
(c) Citizenship:
NEW YORK
(d) Title of Class of Securities:
COMMON STOCK
(e) CUSIP Number:
917273104
Item 3. If this statement is being filed pursuant to Rule 13d-1(b),
or 13d-2(b), check whether the person filing is an:
(a)[ ] Broker or Dealer registered under Section 15 of the
Act
(b)[ ] Bank as defined in section 3(a)(6) of the Act
(c)[ ] Insurance Company as defined in section 3(a)(19) of
the Act
(d)[ ] Investment Company registered under section 8 of the
Investment Company Act
(e)[ ] Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f)[ ] Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund;
see 13d-1(b)(1)(ii)(F)
(g)[ ] Parent Holding Company, in accordance with
13d-1(b)(ii)(G) (Note: See Item 7)
<PAGE>
(h)[ ] Group, in accordance with 13d-1(b)(1)(ii)(H)
Item 4. Ownership:
(a) Amount Beneficially Owned: -0-*
(b) Percent of Class: 0%
(c) Number of Shares as to which such person has:
(i) sole power to vote or direct the vote - -0-*
(ii) shared power to vote or direct the vote - -0-*
(iii) sole power to dispose or direct the disposition
of - -0-*
(iv) shared power to dispose or direct the disposition
of - -0-*
*SEE RIDER A ATTACHED
Item 5. Ownership of Five Percent or Less of a Class:
THIS STATEMENT IS BEING FILED TO REPORT THE FACT THAT AS OF
THE DATE HEREOF THE REPORTING PERSON HAS CEASED TO BE THE
BENEFICIAL OWNER OF MORE THAN FIVE PERCENT OF THE CLASS OF
SECURITIES.
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
<PAGE>
Item 10. Certification
By signing below I certify that, to the best of my 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.
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.
PATRICOF & CO. VENTURES, INC.
BY: /s/ Alan Patricof
----------------------------
Dated: January 28, 1998 Alan Patricof
Co-Chairman
<PAGE>
RIDER A
PATRICOF & CO. VENTURES, INC. ("PATRICOF") WAS DEEMED TO BE THE BENEFICIAL
OWNER OF COMMON STOCK OWNED BY APA EXCELSIOR III, A DELAWARE LIMITED
PARTNERSHIP ("EXCELSIOR III"), BY APA EXCELSIOR III/OFFSHORE, L.P., A DELAWARE
LIMITED PARTNERSHIP ("OFFSHORE") AND BY COAL PENSION VENTURE NOMINEES, LTD., A
U.K. COMPANY ("COAL"). EACH OF SUCH ENTITIES IS MANAGED OR ADVISED BY PATRICOF
AND, AS SUCH, PATRICOF WAS DEEMED TO HAVE SHARED VOTING AND DISPOSITIVE POWER
WITH THE GENERAL PARTNERS OF EXCELSIOR III AND OFFSHORE WITH RESPECT TO SHARES
OF COMMON STOCK OWNED BY EXCELSIOR III AND OFFSHORE AND SOLE VOTING AND
DISPOSITIVE POWER WITH RESPECT TO SHARES OF COMMON STOCK OWNED BY COAL.
