UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Cellegy Pharmaceuticals, Inc.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
151152-10-3
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(CUSIP Number)
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Thomas J. Tisch
667 Madison Avenue
New York, NY 10021
(212) 545-2927
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 19, 1997
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(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 |_|.
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*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 1 of 7 Pages)
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SCHEDULE 13D
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CUSIP No. 151152-10-3 Page 2 of 7 Pages
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1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Four Partners
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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*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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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NUMBER OF 7 SOLE VOTING POWER
SHARES 1,303,500
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
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EACH
9 SOLE DISPOSITIVE POWER
REPORTING
1,303,500
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PERSON
10 SHARED DISPOSITIVE POWER
WITH
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,303,500 (See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.9% (See Item 5)
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 151152-10-3 13D Page 3 of 7 Pages
This Amendment No. 1 amends and supplements the Schedule 13D of Four
Partners, a New York general partnership ("FP") filed with the Securities and
Exchange Commission (the "Commission") on August 1, 1997 and relates to the
purchase by FP of additional Common Stock, no par value per share (the "Common
Stock"), of Cellegy Pharmaceuticals, Inc., a California corporation (the
"Issuer").
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended in its entirety and replaced with the
following:
All funds used to purchase the securities reported in Item 5 below were
provided from the working capital of FP or, in the case of the securities for
which James S. Tisch is custodian, personal funds of James S. Tisch. The
aggregate purchase price of the securities purchased by FP on July 23, 1997 was
approximately $2,516,052.50. The aggregate purchase price of the securities
purchased by FP on November 19, 1997 was approximately $1,875,000. The aggregate
purchase price of the securities purchased by FP on July 23, 1997 and on
November 19, 1997 is $4,391,052.50. The aggregate purchase price of the
securities purchased by James S. Tisch as custodian was approximately
$107,796.60.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended in its entirety and replaced with the
following:
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CUSIP NO. 151152-10-3 13D Page 4 of 7 Pages
FP owns 1,303,500 shares of Common Stock. In addition, by virtue of his
status as custodian for certain accounts of his children, James S. Tisch has
power to vote or direct the vote and dispose or direct the disposition of the
19,200 shares of Common Stock owned by his children. FP disclaims beneficial
ownership of these shares of Common Stock.
(a) Set forth in the table below is the aggregate number of shares of
Common Stock beneficially owned as of the date hereof by each person or entity
listed in Item 2 above, together with the percentage of outstanding shares of
Common Stock which is beneficially owned by each such person or entity.
Name of Amount and Nature of % of Class
Beneficial Owner Beneficial Ownership Outstanding (1)
Four Partners 1,303,500 13.9%
Andrew H. Tisch 1991 Trust 0 (2) 0
Daniel R. Tisch 1991 Trust 0 (2) 0
James S. Tisch 1991 Trust 0 (2) 0
Thomas J. Tisch 1991 Trust 0 (2) 0
Andrew H. Tisch 0 (2) 0
Daniel R. Tisch 0 (2) 0
James S. Tisch 19,200 (2) 0.2%
Thomas J. Tisch 0 (2) 0
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Total 1,322,700 14.1% (1)
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(1) Pursuant to Amendment No. 2 to the Form S-1 (the "Form S-1") filed with
the Commission on November 19, 1997, the Issuer offered 1,750,000
shares of Common Stock. According to the Form S-1, the number of shares
of
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CUSIP NO. 151152-10-3 13D Page 5 of 7 Pages
Common Stock to be issued and outstanding after such offering is
9,344,959 shares of Common Stock.
(2) Does not include shares owned by FP. None of the Messrs. Tisch
beneficially owns any shares of Common Stock, except to the extent that
beneficial ownership of shares of Common Stock beneficially owned by FP
may be attributed to them and except for 19,200 shares of Common Stock
for which James S. Tisch is custodian of on behalf of his children and
of which FP disclaims beneficial ownership.
(b) With respect to the persons and entities named in response to
paragraph (a) above:
(i) FP has directly the sole power to vote or direct the vote and
dispose or direct the disposition of the 1,303,500 shares of Common Stock
owned by it;
(ii) By virtue of their status as managing trustees of the trusts which
are the general partners of FP, the Messrs. Tisch may be deemed to have
indirectly shared power to vote or direct the vote and dispose or direct the
disposition of the 1,303,500 shares of Common Stock owned by FP; and
(iii) By virtue of his status as custodian for certain accounts of his
children, James S. Tisch has power to vote or direct the vote and dispose or
direct the disposition of the 19,200 shares of Common Stock owned by his
children. FP disclaims beneficial ownership of these shares of Common Stock.
(c) The following transaction was effected by FP during the sixty days
preceding the date hereof. None of the persons or entities named in Item 2 above
effected any other
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CUSIP NO. 151152-10-3 13D Page 6 of 7 Pages
transactions in the Common Stock during the 60 days preceding the date hereof.
Price/Share
Transaction Date Security No. or Unit Market
(1)
Purchase 11/19/97 Common 250,000 7.50
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(1) Purchase of Common Stock in an underwritten offering.
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CUSIP NO. 151152-10-3 13D Page 7 of 7 Pages
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.
December 4, 1997 FOUR PARTNERS
By /s/Thomas J. Tisch
Thomas J. Tisch
Manager of Four Partners
