<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20459
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. __)
RIBOZYME PHARMACEUTICALS, INC.
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
76256710-5
(CUSIP Number of Class of Securities)
Thomas A. Mann
4920 Commerce Parkway
Warrensville Heights, OH 44128
with a copy to:
Warren Goldenberg, Esq.
3300 BP America Bldg.
200 Public Square
Cleveland, Ohio 44114
(216) 621-0150
(Name, address and telephone number of persons
authorized to receive notices and communications
on behalf of person(s) filing statement)
OCTOBER 7, 1996
(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-l(b)(3) or (4), check the following box
[ ].
Check the following box if a fee is being paid with the statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7. )
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 fore 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).
(Continued on following page(s))
Page 1 of 30 Pages
Exhibit Index on Page 20
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<TABLE>
<CAPTION>
CUSIP No. 76256710-5
- -----------------------------------------------------------------------------------------------------
<S> <C>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF REPORTING PERSON
THOMAS A. MANN -- SSN# ###-##-####
- -----------------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ X]
(b) [ ]
- -----------------------------------------------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- -----------------------------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
- -----------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- -----------------------------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY 403,514
OWNED BY EACH -----------------------------------------------------------------
REPORTING PERSON 8. SHARED VOTING POWER
WITH
-0-
-----------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
403,514
-----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
- -----------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
403,514
- -----------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- -----------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
- -----------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- -----------------------------------------------------------------------------------------------------
</TABLE>
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<TABLE>
<CAPTION>
CUSIP No. 76256710-5
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF REPORTING PERSON
ROBERT A. MANN -- SSN# ###-##-####
- -----------------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ X]
(b) [ ]
- -----------------------------------------------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- -----------------------------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
- -----------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- -----------------------------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF SHARES 108,062
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------------
REPORTING PERSON 8. SHARED VOTING POWER
WITH
-0-
-----------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
108,062
-----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
- -----------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
108,062
- -----------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- -----------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
- -----------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- -----------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
Page 4 of 30
- ----------------------------------------------------------------------------------------------------
CUSIP No. 76256710-5
<S> <C>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF REPORTING PERSON
A.P. VENTURE I CORP. -- EIN# 25-1540691
- ----------------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ X]
(b) [ ]
- ----------------------------------------------------------------------------------------------------
3. SEC USE ONLY
- ----------------------------------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- ----------------------------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
- ----------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- ----------------------------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF SHARES 153,789
BENEFICIALLY
OWNED BY EACH ----------------------------------------------------------------
REPORTING PERSON 8. SHARED VOTING POWER
WITH
-0-
----------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
153,789
----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
- ----------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
153,789
- ----------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- -----------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
- ----------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
- ----------------------------------------------------------------------------------------------------
</TABLE>
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<TABLE>
<CAPTION>
CUSIP No. 76256710-5
- ----------------------------------------------------------------------------------------------------
<S> <C>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF REPORTING PERSON
AMHERST COLLEGE -- TAX ID# 04-2103542
- ----------------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ X]
(b) [ ]
- ----------------------------------------------------------------------------------------------------
3. SEC USE ONLY
- ----------------------------------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- ----------------------------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
- -----------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
MASSACHUSETTS
- ----------------------------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF SHARES 19,224
BENEFICIALLY
OWNED BY EACH ----------------------------------------------------------------
REPORTING PERSON 8. SHARED VOTING POWER
WITH
-0-
----------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
19,224
----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
- ----------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,224
- ----------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- -----------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
- ----------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
- ----------------------------------------------------------------------------------------------------
</TABLE>
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<TABLE>
<CAPTION>
CUSIP No. 76256710-5
- ----------------------------------------------------------------------------------------------------
<S> <C>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF REPORTING PERSON
SOLWAY INVESTMENTS LIMITED -- TAX ID#: N/A
- ----------------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ X]
(b) [ ]
- -----------------------------------------------------------------------------------------------------
3. SEC USE ONLY
- ----------------------------------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- ----------------------------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
- -----------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH VIRGIN ISLANDS
- ----------------------------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF SHARES 16,997
BENEFICIALLY
OWNED BY EACH ----------------------------------------------------------------
REPORTING PERSON 8. SHARED VOTING POWER
WITH
-0-
----------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
16,997
----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
- ----------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,997
- ----------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- -----------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
- ----------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
- ----------------------------------------------------------------------------------------------------
</TABLE>
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<TABLE>
<CAPTION>
CUSIP No. 76256710-5
- ----------------------------------------------------------------------------------------------------
<S> <C>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF REPORTING PERSON
PINE STREET PARTNERS II -- TAX ID# 22-3085234
- ----------------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ X]
(b) [ ]
- -----------------------------------------------------------------------------------------------------
3. SEC USE ONLY
- ----------------------------------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- ----------------------------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
- ----------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
NEW JERSEY
- ----------------------------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF SHARES 16,997
BENEFICIALLY
OWNED BY EACH ----------------------------------------------------------------
REPORTING PERSON 8. SHARED VOTING POWER
WITH
-0-
----------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
16,997
----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
- ----------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,997
- ----------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- -----------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
- ----------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
- ----------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 8
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SCHEDULE 13D
This statement on Schedule 13D is filed on behalf of Thomas A. Mann,
Robert A. Mann, AP Venture I Corp., a Delaware corporation ("APVI"), the
Trustees of Amherst College, a Massachusetts non-profit corporation ("Amherst
College"), Solway Investments Limited, a British Virgin Islands corporation
("Solway") and Pine Street Partners II, a New Jersey general partnership (the
"Partnership") (all of the foregoing persons and entities are hereinafter
referred to jointly as the "Reporting Persons"). This statement on Schedule 13D
is filed on behalf of the Reporting Persons relative to transactions in certain
common stock, $0.01 par value per share (the "Common Stock"), issued by Ribozyme
Pharmaceuticals, Inc., a corporation organized under the laws of the State of
Delaware (the "Issuer").
Pursuant to General Instruction C of Schedule 13D, the information called
for by Items 2-6, inclusive, of Schedule 13D has been given with respect to each
partner of the Partnership and each person controlling such partner and with
respect to APVI and Solway, each (i) executive officer and director of such
corporation, (ii) person controlling such corporation, and (iii) each executive
officer and director of any corporation or other person ultimately in control of
such corporation.
ITEM 1. SECURITY AND ISSUER.
Security: Common Stock, $0.01 par value per share
(CUSIP No. 76256710-5)
Issuer: Ribozyme Pharmaceuticals, Inc.
2950 Wilderness Place
Boulder, Colorado 80301
ITEM 2. IDENTITY AND BACKGROUND.
The identity and background of the Reporting Persons are as follows:
(1) Thomas A. Mann is an individual and a citizen of the United States,
with a principal business address of 4920 Commerce Parkway, Warrensville
Heights, Ohio 44128. Mr. Mann is a consultant for TAM, Inc., with a principal
business at 4920 Commerce Parkway, Warrensville Heights, Ohio 44128.
(2) Robert A. Mann is an individual and a citizen of the United States,
with a principal business address of 26300 Cedar Road, Beachwood, Ohio 44122.
Mr. Mann is the president of Mann, Inc., which operates a retail jewelry store
with a principal business address of 26300 Cedar Road, Beachwood, Ohio 44122.
(3) A.P. Venture I Corp. is a corporation organized under the laws of the
state of Delaware engaged in the business of making venture capital investments.
Its principal office and place of business is 919 Market Street, Second Floor,
Wilmington, DE 19801.
<PAGE> 9
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(4) Amherst College is a non-profit corporation organized under the laws
of the Commonwealth of Massachusetts which operates Amherst College. Its
principal business address is Amherst College, Treasurer's Office, Box 2203,
P.O. Box 5000, Amherst Massachusetts, 01002-5000 and its principal office is
located at College Hall, Corner of Route 9 and Route 116, Amherst,
Massachusetts, 01002.
(5) Solway Investments Ltd. is a British Virgin Islands corporation formed
for the purpose of investing in securities. The address of its principal
business and principal office are Tropic Isle Building, P.O. Box 438 Road Town,
British Virgin Islands.
(6) Pine Street Partners II is a New Jersey partnership. The address of
the partnership's principal business and principal office are c/o Vicki S.
Abrams, 34 Devon Road, Essex Fells, NJ 07021.
* * * * *
APVI is a wholly owned subsidiary of Ampco-Pittsburgh Corp., a
Pennsylvania corporation ("AP"). The executive officers of APVI are: Louis
Berkman (Chairman); Robert A. Paul (President and Chief Executive Officer);
Ernest G. Siddons (Executive Vice President and Chief Operating Officer); Robert
J. Reilly (Treasurer and Controller); Robert F. Schultz (Vice
President-Industrial Relations and Senior Counsel); Rose Hoover (Secretary). The
directors of APVI are: Messrs. Berkman, Paul, Siddons and Reilly, Ms. Hoover,
Ingrid H. Schaut and Sandy McKenna. The executive officers of AP are: Louis
Berkman (Chairman); Robert A. Paul (President and Chief Executive Officer);
Ernest G. Siddons (Executive Vice President and Chief Operating Officer); Robert
J. Reilly (Treasurer and Controller) Robert F. Schultz (Vice President
Industrial Relations and Senior Counsel) and Rose Hoover (Secretary). The
directors of AP are: Messrs. Berkman, Paul and Siddons, William D. Eberle, Alvin
G. Keller, Carl H. Pforzheimer, III and Leonard M. Carroll.
The executive officers of Solway are: Bob Bernard, Andre' Wilwert and
Andre de Pfyffer and its directors are F.M.C. Limited and S.C.S. Limited.
The General Partners of the Partnership are: William D. Berghold, Joanne
M. Berghold, Vicki S. Abrams and Lab Partners, a Connecticut general partnership
whose general partners are Judith Evans, Ralph Evans, Andrew Evans and Lauren
Evans.
The Trustees of Amherst College (the "Trustees") are: Karl F. Austen,
Kenneth H. Bacon, Michele Y. Dietch, Rosanne M. Haggerty, Amos B. Hostetter,
Jr., Thai-Hi T. Lee, Charles A. Lewis, Mary P. McPherson, Peter A. Nadosy, Mark
J. Sandler, H. Axel Schupf, William L. Snyder, III, Richard R. Spies, Louis B.
Thalheimer, John I. Williams, Jr., Philip S. Winterer, David S. Wolff, Kimba M.
Wood and Jide J. Zeitlin. The executive officers of Amherst College are:
Charles R. Longsworth (Chairman), Tom Gerety (President of the College), Susan
Pikor (Secretary) and Sharon G. Siegel (Treasurer).
The executive officers and directors of APVI, AP and Solway, the General
Partners of the Partnership and the Trustees are sometimes collectively referred
to herein as the "Related Parties."
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* * * * *
During the last five years, none of the persons and entities identified in
this Item 2 have been either (i) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction that
either resulted in 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
None of the Reporting Persons has acquired any securities of the Issuer in
connection with this filing. Each of the Reporting Persons (or their
predecessors in interest) was a shareholder in Bio Holdings, Inc., an Ohio
corporation ("BHI") which was formed for the purpose of holding shares in the
Issuer upon its incorporation in 1992. Immediately prior to the closing of the
Issuer's initial public offering of the Common Stock, pursuant to certain rights
granted in the Stockholders' Agreement dated February 7, 1992 between the
Issuer, BHI and certain investors (including each of the Reporting Persons,
except for Solway which acquired shares from Holcan, Ltd. by merger and Amherst
College, which acquired its shares by gift from a former BHI shareholder), the
shareholders of BHI received 778,002 shares in exchange of their shares of BHI
stock. No additional consideration was paid by the BHI shareholders to effect
this exchange.
Except as otherwise indicated in this Schedule 13D, none of the Related
Parties, considered individually, owns beneficially any shares of Common Stock.
However, the Related Parties may, by virtue of their respective positions with
the Reporting Persons, may be deemed to own beneficially (as that terms is
defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) the
shares of Common Stock reported as owned beneficially by the Reporting Person to
which such Related Party is related.
ITEM 4. PURPOSE OF TRANSACTION.
The original purpose of the acquisition of the securities of the Issuer by
the Reporting Persons was for investment. The shares of Common Stock held by the
Reporting Persons were subject to an Agreement Not to Sell Shares dated April 9,
1996 with Montgomery Securities, Inc., which expired October 9, 1996. The
purpose of this filing is to permit the Reporting Persons to coordinate possible
sales of all or some portion of their shares of the Common Stock.
* * * * *
Except as described in this Item 4, none of the Reporting Persons
presently have any plans or proposals which relate to or would result in either
(a) the acquisition by any person of additional securities of the Issuer or the
disposition of securities of the Issuer; (b) an extraordinary corporate
transaction, (such as a merger, reorganization or liquidation), involving the
Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount
of the assets of the Issuer or any of its subsidiaries; (d) 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 existing
vacancies in the board of the Issuer); (e) any material change in
<PAGE> 11
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the present capitalization or dividend policy of the Issuer; (f) any material
change in the business or corporate structure of the Issuer; (g) any changes in
the charter or bylaws (or instruments corresponding thereto) of the Issuer or
other actions which may impede the acquisition of control of the Issuer by any
person; (h) 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
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Act; or (j) any action
similar to any of those enumerated in this paragraph.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(The number of issued and outstanding shares of Common Stock upon which
the various percentages set forth in this amended statement on Schedule 13D are
based does not include any outstanding securities convertible into Common Stock
or any shares of Common Stock subject to any outstanding options.)
(a) (i) Thomas A. Mann is the beneficial owner of 403,514 shares
of Common Stock, which constitute 5.9% of the 6,869,772 shares of Common Stock
issued and outstanding as of October 11, 1996.
(ii) Robert A. Mann is the beneficial owner of 108,062 shares
of Common Stock, which constitute 1.6% of the 6,869,772 shares of Common Stock
issued and outstanding as of October 11, 1996.
(iii) APVI is the beneficial owner of 153,789 shares of Common
Stock, which constitute 2.2% of the 6,869,772 shares of Common Stock issued and
outstanding as of October 11, 1996.
(iv) Amherst College is the beneficial owner of 19,224 shares
of Common Stock, which constitute 0.3% of the 6,869,772 shares of Common Stock
issued and outstanding as of October 11, 1996.
(v) Solway is the beneficial owner of 16,997 shares of Common
Stock, which constitute 0.2% of the 6,869,772 shares of Common Stock issued and
outstanding as of October 11, 1996.
(vi) The Partnership is the beneficial owner of 16,997 shares
of Common Stock, which constitute 0.2% of the 6,869,772 shares of Common Stock
issued and outstanding as of October 11, 1996.
None of the Related Parties, considered individually, owns beneficially
any shares of Common Stock. However, the Related Parties may, by virtue of their
respective positions with the Reporting Persons, may be deemed to own
beneficially (as that terms is defined in Rule 13d- 3 of the Securities Exchange
Act of 1934, as amended) the shares of Common Stock reported as owned
beneficially by the Reporting Person to which such Related Party is related.
* * * *
<PAGE> 12
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(b) Each of the Reporting Persons has the sole power to vote or to
direct the voting of, all of the shares of Common Stock reported as owned
beneficially by them, respectively, in response to subsection (a) of this Item
5. Each of the Reporting Persons has the sole power to dispose of, or to direct
the disposition of, all of the shares of Common Stock reported as owned
beneficially by them, respectively, in response to subsection (a) of this Item
5.
None of the Related Parties, considered individually, has the sole
power to vote or to direct the voting of, or the sole power to dispose of or to
direct the disposition of, any shares of Common Stock. However, such Related
Parties (jointly and severally in the case of the General Partners), by virtue
of their respective positions with the Reporting Persons, have the power to vote
or to direct the voting of, or the power to dispose of or to direct the
disposition of, the shares of Common Stock reported as owned beneficially by the
Reporting Person to which such Related Party is related.
* * * *
(c) It is believed that none of the Reporting Persons, the General
Partners or the Trustee have personally effected any transactions in the Common
Stock in the last 60 days
* * * *
(d) Each of the Reporting Persons has the right to receive or the
power to direct the receipt of dividends from, and the proceeds from the sale
of, all of the shares of Common Stock reported as owned beneficially by it,
respectively, in the response to subsection (a) of this Item 5.
None of the Related Parties, considered individually, has the right
to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, any shares of Common Stock. However, the Related Parties
(jointly and severally in the case of the General Partners), by virtue of their
respective positions with the Reporting Persons, have the right to receive or
the power to direct the receipt of dividends from, and proceeds from the sale
of, the shares of Common Stock reported as owned beneficially by the Reporting
Person to which such Related Party is related.
* * * *
<PAGE> 13
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(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except for the contracts, arrangements, understandings and relationships
described in this Item 6, to the knowledge of the Reporting Persons, there are
no contracts, arrangements, understandings or relationships (legal or
otherwise), either (a) among the persons and entities identified in Item 2 or
(b) between any of the persons and entities identified in Item 2 or any other
persons or entities with respect to any securities of the Issuer (including but
not limited to, transfer or voting of any of the securities, finders fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
divisions of profit or loss, or the giving or withholding of proxies).
There is no contract among the Reporting Persons requiring them to sell
shares in the Issuer. The Reporting Persons are bound by the terms of the Master
Shareholder Agreement which provides that none of the Reporting Persons may
transfer more than 25% of their shares without the prior written consent of
Thomas A. Mann. Additionally, pursuant to the terms of that certain Stock
Purchase Agreement dated as of February 7, 1992 among the Issuer, BHI and
certain investors (including each of the Reporting Persons except for Solway and
Amherst College as noted in response to Item 3 of this Schedule 13D.) and that
certain Stock Purchase Agreement dated June 28, 1995 among the Issuer and
certain investors (including each of the Reporting Persons except Solway and
Amherst College as noted in response to Item 3 of this Schedule 13D), Issuer has
granted demand and piggyback registration rights to each of the Reporting
Persons.
ITEM 7. MATERIAL FILED AS EXHIBITS.
Exhibit 1. Joint Filing Agreement among the Reporting Persons.
Exhibit 2. Master Shareholder Agreement dated February 7, 1992
among Thomas A. Mann, A.P. Venture I. Corp., H. Axel
Schupf, Holcan, Ltd. and Pine Street Partners II.
Exhibit 3. Stock Purchase Agreement dated as of February 7,
1992 among the Issuer, BHI and certain investors.
(Exhibit 10.9 to Registration Statement on Form SB-2,
File No.333-1908-D (the "Registration Statement"),
incorporated herein by reference).
Exhibit 4. Stock Purchase Agreement dated as of June 28, 1995
among the Issuer and certain investors (Exhibit 10.16
to the Registration Statement, incorporated herein by
reference).
<PAGE> 14
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SCHEDULE 13D
SIGNATURE PAGE
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
DATED: October 16, 1996 /s/ Thomas A. Mann
------------------------------
Thomas A. Mann, individually
<PAGE> 15
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SCHEDULE 13D
SIGNATURE PAGE
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
DATED: October 16, 1996 /s/ Robert A. Mann
-----------------------------
Robert A. Mann, individually
<PAGE> 16
Page 16 of 30
SCHEDULE 13D
SIGNATURE PAGE
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
DATED: October 16, 1996 A.P. VENTURE I. CORP.
By: /s/ Robert Paul
--------------------------
Robert Paul, President
<PAGE> 17
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SCHEDULE 13D
SIGNATURE PAGE
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
DATED: October 16, 1996 TRUSTEES OF AMHERST COLLEGE
By: /s/ Sharon G. Siegel
---------------------------
Sharon G. Siegel, Treasurer
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SCHEDULE 13D
SIGNATURE PAGE
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
DATED: October 16, 1996 SOLWAY INVESTMENTS LIMITED
By: /s/ Bob Bernard
---------------------------------
Its: Agent
--------------------------------
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SCHEDULE 13D
SIGNATURE PAGE
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
DATED: October 16, 1996 PINE STREET PARTNERS II
By: LAB PARTNERS, general partner
By: /s/ Ralph Evans
---------------------------
Ralph Evans, general partner
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EXHIBIT INDEX
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<TABLE>
<CAPTION>
Exhibit Description Page
- ------- ----------- ----
<S> <C> <C>
Exhibit 1. Joint Filing Agreement among the Reporting Persons. 21
Exhibit 2. Master Shareholder Agreement dated February 7, 1992 among 24
Thomas A. Mann, A.P. Venture I. Corp., H. Axel Schupf,
Holcan, Ltd. and Pine Street Partners II.
Exhibit 3. Stock Purchase Agreement dated as of February 7, 1992 among the *
Issuer, BHI and certain investors. (Exhibit 10.9 to Registration
Statement on Form SB-2, File No. 333-1908-D (the "Registration
Statement"), incorporated herein by reference).
Exhibit 4. Stock Purchase Agreement dated as of June 28, 1995 among
the Issuer and certain investors (Exhibit 10.16 to the
Registration Statement, incorporated herein by reference). *
<FN>
* Incorporated by reference as noted herein
</TABLE>
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EXHIBIT 1
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CONFORMED COPY
SCHEDULE 13D
JOINT FILING AGREEMENT
THIS JOINT FILING AGREEMENT (the "Agreement") made as of the 16th day
of October, 1996, by and among the persons and entities identified on the
attached Exhibit A.
W I T N E S S E T H:
For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the undersigned hereby agree (i) that the
statement on Schedule 13D dated October 16, 1996 (the "Statement"), pertaining
to the common stock, $0.01 par value per share, of Ribozyme Pharmaceuticals,
Inc. (the "Common Stock") was filed on behalf of each and all of the undersigned
(ii) that until further notice, all subsequent amendments to the Statement are
filed on behalf of each and all of the undersigned; (iii) that each of the
undersigned will provide written notice to Thomas A. Mann of any sales of the
Common Stock; (iv) that any party to this Agreement may terminate its
participation in the matters contemplated herein by delivery of written notice
to Thomas A. Mann; (v) that Thomas A. Mann shall be the person authorized to
receive any notices and communications with respect to such Schedule 13D and any
amendments thereto; and (vi) that this Agreement may be executed in any number
of counterparts, each of which so executed shall be deemed to be an original,
but all such counterparts shall together constitute but one and the same
instrument.
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IN WITNESS WHEREOF, this Agreement has been executed by or on behalf of
each of the undersigned as of the 16th day of October, 1996.
/s/ Thomas A. Mann
----------------------------------
Thomas A. Mann
/s/ Robert A. Mann
----------------------------------
Robert A. Mann
A.P. VENTURE I. CORP.
By: /s/ Robert A. Paul
--------------------------------
Robert A. Paul, President
TRUSTEES OF AMHERST COLLEGE
By: /s/ Sharon G. Siegel
--------------------------------
Sharon G. Siegel, Treasurer
SOLWAY INVESTMENTS LIMITED
By: /s/ Bob Bernard
--------------------------------
Bob Bernard, Agent
PINE STREET PARTNERS II
By: LAB PARTNERS, general partner
By: /s/ Ralph Evans
------------------------
Ralph Evans, general partner
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EXHIBIT 2
---------
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MASTER SHAREHOLDER AGREEMENT
----------------------------
This MASTER SHAREHOLDER AGREEMENT, made at Cleveland, Ohio
this 7th day of February, 1992, by and among Thomas A. Mann ("Thomas"), Robert
A. Mann ("Robert"), A.P. Venture I Corp., a Delaware corporation ("AP"), H. Axel
Schupf ("Schupf"), Holcan Ltd. ("Holcan") and Pine Street Partners II ("PSP")
(Thomas, Robert, AP, Schupf, Holcan and PSP being referred to herein
collectively as the "Principal Shareholders," and individually as a "Principal
Shareholder").
WITNESSETH; That,
-----------------
WHEREAS, the capital stock of Bio Holdings, Inc., an Ohio
corporation (the "Corporation"), consists of shares of Class A common stock
without par value (the "Class A Shares") and shares of Class B common stock
without par value (the "Class B Shares"). The term "Common Stock" shall mean all
of the Class A shares and Class B shares from time to time outstanding, but
shall not include any treasury shares of the Corporation.
WHEREAS, the Principal Shareholders have subscribed for all
the Class A shares and more than 90% of the Class B shares to be issued in
connection with the initial capitalization of the Corporation.
WHEREAS, the Corporation intends to invest in the common stock
of Ribozyme Pharmaceuticals, Inc. ("RPI"), a Delaware corporation to be formed
for the purpose of conducting a research and development program to
commercialize ribozyme technology.
NOW THEREFORE, in consideration of the mutual promises herein
contained, the parties agree as follows:
1. Potential Merger into RPI.
--------------------------
The parties acknowledge that if RPI is successful, at some
time in the future it may be desirable to merge the Corporation into RPI, with
RPI being the surviving corporation.
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The parties agree that if fifty percent (50%) of the Class A shares is voted in
favor of such a merger or other form of corporate reorganization having
substantially the same effect (the "Merger"), then the parties hereto will be
bound by such vote, will tender all of their Common Stock pursuant to the terms
of the Merger and will waive any dissenter's rights with respect thereto.
2. Disposition of Shares.
----------------------
The parties understand that under current federal income tax
law, if the Merger is to qualify as a tax free reorganization, there must be a
continuity of interest with respect to the ownership of the shares of the
surviving corporation. With such understanding in mind, each of the Principal
Shareholders agrees that for a period of three years following the Merger (the
"Three Year Period"), such Principal Shareholder will not dispose of more than
25% of the shares of stock it may receive in the Merger (the "25% Limit"),
without giving at least 45 days advance written notice to all the other
Principal Shareholders of the number of shares such Principal Shareholder (the
"Selling Shareholder") proposes to dispose of, the number of shares it has
disposed of previously, and the reasons for its proposed disposition. Within 15
days of the giving of such notice, each of the other Principal Shareholders
shall give written notice to Thomas of its intention to dispose (within the
remainder of the Three Year period) of shares of stock it shall have received in
the Merger. Following the receipt of all such notices and such additional
information as he shall reasonably require, Thomas shall consult with competent
tax counsel. In the event such competent tax counsel shall advise Thomas that
the proposed disposition of shares (including the proposed disposition of shares
by the other Principal Shareholders) may jeopardize the tax free nature of the
Merger, none of the Selling Shareholders or the other Principal Shareholders
will dispose of any shares in excess of the 25% Limit, unless and until such
competent tax counsel advises that the proposed disposition will not jeopardize
<PAGE> 4
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the tax free nature of the Merger. All the Principal Shareholders will confer
and reasonably cooperate with each other toward the end that the tax free nature
of the merger shall not be jeopardized. The fees and expenses of such competent
tax counsel shall be borne by the Principal Shareholders in relation to the
number of shares of which they advise Thomas they intend to dispose.
3. Future Actions.
---------------
The parties acknowledge that the Board of Directors of the
Corporation may consider the issuance of Class A Shares and/or Class B Shares up
to an aggregate of an additional 8% of the outstanding stock of the Corporation,
or options therefor, to certain persons. Such shares may be offered or be the
subject of options at purchase prices that are less than the amount per share
paid by the parties or their Class A and Class B shares and to such persons and
upon such other terms as are determined hereafter by the Board of Directors.
Under no circumstances shall any such stock be issued or options granted to any
such person without the approval of the Board of Directors. If shareholder
approval is required for the authorization of additional shares of the
Corporation's stock for such purpose and/or for the issuance of such stock or
grant of options therefor to such persons, the parties agree to vote their Class
A Shares in favor thereof.
4. Agent for the Schupf Group.
--------------------------
Schupf, Holcan and PSP constitute the Members of the Schupf
Group. Each Member of the Schupf Group hereby irrevocably appoints Schupf his or
its agent to act for and on behalf of it, with full power and authority to
perform all obligations, to exercise all rights and to take any and all action
in the name of and on behalf of such Member of the Schupf Group as may be
permitted or required hereunder, including without limitation receiving and
accepting delivery of any notices required to be delivered hereunder.
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5. Notices.
--------
All notices, requests, demands and other communications
hereunder shall be in writing and shall be given either by personal delivery and
a receipt obtained therefor or by United States mail duly certified or
registered, return receipt requested, or by delivery by a recognized air courier
providing receipt, with postage or fee prepaid and addressed as follows:
To Thomas: Thomas A. Mann
80 Quail Hollow Drive
Chagrin Falls, Ohio 44022
With a copy to: Richard A. Zellner, Esq.
Hahn Loeser & Parks
3300 BP America Building
200 Public Square
Cleveland, Ohio 44114-2301
To Robert: Robert A. Mann
22200 Shaker Boulevard
Shaker Heights, Ohio 44122
To AP: AP Venture I Corp.
2625 Concord Pike
Wilmington, Delaware 19803
Attention: Marshall L. Berkman
With a copy to: Judith R. Thoyer, Esq.
Paul, Weiss, Rifkind, Wharton
& Garrison
1285 Avenue of the Americas
New York, New York 10019
To the Schupf Group: H. Axel Schupf
101 East 52nd Street
New York, New York 10022
With a copy to: Charles Mederrick
Wachtell, Lipton, Rosen & Katz
299 Park Avenue
New York, New York 10174
Any party may, from time to time, by written notice to the other parties in the
manner herein specified, designated a different address or representative to
receive notice.
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6. Further Assurances.
-------------------
The parties will, upon the request of any party, execute,
deliver and/or furnish all documents, instruments and writings and do or cause
to be done all acts, deeds or things which may be reasonably necessary or
convenient to carry out the provisions, purposes and intent of this Agreement.
7. General Provisions.
-------------------
This Agreement constitutes the entire agreement among the
parties hereto pertaining to the subject matter hereof and supersedes all prior
agreements and understandings of the parties in connection herewith. Except as
herein specified, no supplement, modification or termination of this Agreement
shall be binding unless executed in writing by the parties hereto. No waiver of
any of the provisions of this Agreement shall constitute a waiver of any other
provisions hereof (whether or not similar) nor shall such waiver constitute a
continuing waiver. All terms and conditions of this Agreement shall bind and
inure to the benefit of the parties hereto and their respective heirs, personal
representatives, successors and assigns, except as otherwise provided herein.
The subject headings contained in this Agreement are included for purposes of
convenience only and shall not affect the construction or interpretation of any
of the provisions of this Agreement. This Agreement may be executed in one or
more counterparts, all of which taken together shall constitute one instrument.
This Agreement shall be interpreted in accordance with and governed by the laws
of the State of Ohio.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the date first above written.
/s/ Thomas A. Mann
-------------------
THOMAS A. MANN
/s/ Robert A. Mann
------------------
ROBERT A. MANN
AP VENTURE I CORP.
By /s/ Marshall Berkman, Chairman
-------------------------------
/s/ H. Axel Schupf
------------------
H. AXEL SCHUPF
HOLCAN LTD.
By /s/ Robert Steinbach
--------------------
PINE STREET PARTNERS II
By /s/ William D. Berghold
-----------------------
