SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
DIACRIN, INC.
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(Name of Issuer)
Common Stock, $0.01 Par Value
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(Title of Class of Securities)
00025243N1
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(CUSIP NUMBER)
RHO MANAGEMENT PARTNERS, LP
c/o Cedar Fields
Cedar Ridge Road
Bedminster, New Jersey 07921
908-234-9202
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
- with copies to -
Stephen Rosenberg, Esq.
Newman Tannenbaum Helpern Syracuse & Hirschtritt LLP
900 Third Avenue - 13th Floor
New York, New York 10022
(212) 508-6700
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February 26, 1998
(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(b)(3) or (4) check the following box [ ]
The information required in 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, as amended ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act.
Page 1 of 8 Pages
<PAGE>
- ----------------------- -------------------------------
CUSIP No. N/A 13D
- ----------------------- -------------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Rho Management Partners, LP
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,612,887 shares of Common Stock (See Item 5)
OWNED BY
EACH
REPORTING
PERSON WITH
- -------------------------------------------------------------------------------
8 SHARED VOTING POWER
0
- -------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,612,887 shares of CommonStock (See Item 5.)
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10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,612,887 shares of Common Stock (See Item 5.)
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.28% of Common Stock (See Item 5)
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14 TYPE OF REPORTING PERSON*
IA/PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
Page 2 of 8 Pages
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- ---------------------- ----------------------------------
CUSIP No. N/A 13D
- ---------------------- ---------------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Joshua Ruch
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of South Africa
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,667,387 shares of Common Stock (See Item 5)
OWNED BY
EACH
REPORTING
PERSON WITH
- --------------------------------------------------------------------------------
8 SHARED VOTING POWER
- -------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,667,387 shares of Common Stock (See Item 5.)
- -------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,667,387 shares of Common Stock (See Item 5.)
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.66% of Common Stock (See Item 5)
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
Page 3 of 8 Pages
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SCHEDULE 13D
This Amendment number 1 to Schedule 13D is being filed on
behalf of Rho Management Partners, LP, ("Rho"), as an investment advisor,
regarding shares of Diacrin, Inc. acquired on behalf of certain of its
investment advisory clients.
Item 1. Security and Issuer
Securities acquired: Common Stock, $0.01 par value
Issuer: Diacrin, Inc. (the "Issuer")
Building 96
13th Street
Charleston Navy Yard
Charleston, Massachusetts 02129
Item 2. Identity and Background
Rho provides investment management services to private
individuals and institutions. Rho is located at c/o Cedar Fields, Cedar Ridge
Road, Bedminster, New Jersey 07921. Rho has not been convicted in a criminal
proceeding during the last five (5) years. Rho is not, and during the past five
(5) years was not, a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result thereof, subject to any 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.
Mr. Joshua Ruch ("Ruch") is a controlling person of Rho. His
business address is 767 Fifth Avenue, New York, New York 10153. Ruch's principal
occupation is investment management and he is a citizen of the Republic of South
Africa. During the past five (5) years, Ruch has not been (a) convicted in a
criminal proceeding, or (b) a party to any civil proceeding as a result of which
he has been subject to any 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.
Page 4 of 8 Pages
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Item 3. Source and Amount of Funds
Rho acquired $3,499,996.50 of the common stock of the Issuer
through the working capital of Rho.
Item 4. Purpose of the Transaction
Rho has acquired shares of Common Stock reported in Item 5(c)
hereof over the last sixty (60) days, and prior thereto, for portfolio
investment purposes only, and does not have any present plans or proposals that
relate to or would result in any change in the business, policies, management,
structure or capitalization of the Issuer. Rho reserves the right to acquire, or
dispose of, additional securities of the Issuer or any of its securities in the
ordinary course of business, to the extent deemed advisable in light of their
general investment and trading policies, market conditions or other factors. A
representative of Rho may, in the future, be elected to the board of directors
of the Issuer. The Issuer may from time to time contact large shareholders with
a view towards discussing the acquisition of their shares. Other than as
described above, Rho does not have plans or proposals which would result in any
of the following:
1) the acquisition by any person of additional securities
of the Issuer, or the disposition of securities of the
Issuer;
2) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries;
3) a sale or transfer of a material amount of assets of
the Issuer or any of its subsidiaries;
4) any change in the present board of directors or
management of the Issuer, including any plans or
proposals to change the number or term of directors or
to fill any vacancies on the board;
5) any material change in the present capitalization or
dividend policy of the Issuer;
6) any other material change in the Issuer's business o
corporate structure;
7) changes in the Issuer's charter, by-laws or instruments
corresponding thereto or other actions which may impede
the acquisition of control of the Issuer by any person;
8) causing a class of securities of the Issuer to be
delisted from a national securities exchange or to
cease to be authorized to be quoted in an interdealer
quotation system of a registered national securities
association;
Page 5 of 8 Pages
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9) causing a class of securities of the Issuer to become
eligible for termination of registration pursuant to
Section 12(g)(4) of the Act; or
10) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) - (b) As a holder of sole voting and investment authority
over the Shares owned by its advisory clients, Rho may be deemed, for the
purposes of Rule 13d-3 under the Securities and Exchange Act of 1934, to be the
beneficial owner of all of the 1,612,887 Shares owned by its advisory clients
and covered by this Statement, representing approximately 11.28% of the Issuer's
14,296,158 Shares outstanding as of February 28, 1998 (based upon information
obtained from officials of the Company as of such date), and after giving effect
to Shares subject to options, warrants, rights or convertible securities owned
by the reporting persons. Rho disclaims any economic interest in the Shares
covered by this Statement. Through limited partnership interests, Rho may also
be deemed to have an indirect interest in approximately 646,000 shares of the
Issuer owned by the limited partnerships.
As controlling person of Rho, Ruch may be deemed the
beneficial owner of the Shares beneficially owned by Rho. In addition, Ruch
exercises investment and voting authority over 54,500 Shares directly or
indirectly for his own account and the account of family members other than
through funds managed by Rho. As a percentage of the 14,296,158 Shares
outstanding as of February 28, 1998 (based upon information obtained from
officials of the Company as of such date), Ruch may be considered beneficially
to own through these family members less than 1.00% of the Company's Shares.
(c) The following presents a list of purchases (including
acquisitions by way of distributions) and sales of all Shares by the reporting
persons within the last 60 days, including the price per Share and the means by
which such purchase or sale was effected.
Date # Shares Price/Share Purchase (P) Sale (S) Account
2/26/98 378,378 $9.25 P Rho
(d) The reporting persons have the right to participate in the
receipt of dividends from, or proceeds from the sale of securities.
(e) Not Applicable.
Item 6. Contracts, Arrangement, Understandings or Relationships with Respect to
Securities of the Issuer
Page 6 of 8 Pages
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Not Applicable.
Item 7. Material to be Filed as Exhibits
Not Applicable
Page 7 of 8 Pages
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Signatures
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: March 6, 1998
RHO MANAGEMENT PARTNERS, LP
By: ATLAS CAPITAL CORP.,
its General Partner
By: /s/ Joshua Ruch
Joshua Ruch, President
Page 8 of 8 Pages
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