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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
Therapeutic Discovery Corporation
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(Name of Issuer)
Class A Common Stock, $.01 par value
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(Title of Class of Securities)
883376105
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(CUSIP Number)
Joseph D. Lehrer, Esq.
10 S. Broadway, Suite 2000 St. Louis, MO 63102 (314) 241-9090
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 10, 1996
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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 / /.
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 filed 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).
(Continued on following page(s))
Page 1 of 6 Pages
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SCHEDULE 13D
CUSIP NO. 883376105 PAGE 2 OF 6 PAGES
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================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JOHN D. WEIL, SS# ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /xx/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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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
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 756,322, Subject to the disclaimer contained in Item 5.
OWNED BY ---------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 0 Subject to the disclaimer contained in Item 5.
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9 SOLE DISPOSITIVE POWER
756,322, Subject to the disclaimer contained in Item 5.
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0 Subject to the disclaimer contained in Item 5.
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
793,822, Subject to the disclaimer contained in Item 5.
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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)
10.26%
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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> 3
CUSIP NO. 883376105 PAGE 3 OF 6
AMENDMENT NO. 2 TO SCHEDULE 13D
The Reporting Person reported the acquisition of shares of the Class A
Common Stock, $.01 par value ("Stock") of Therapeutic Discovery Corporation, a
Delaware corporation (the "Issuer"), 1375 California Avenue, Palo Alto,
California 94303 in an initial filing of this Schedule 13D on April 11, 1994,
as amended by Amendment No. 1 filed September 16, 1995. In this regard, Item
4, Item 5 and Item 6 are hereby amended as follows. All other items are
unchanged from the initial filing, as amended.
ITEM 4. Purpose of the Transaction.
The owners listed in Item 5 purchased the Stock of the Issuer for general
investment purposes. The owners listed in Item 5 may acquire additional shares
of the Stock of the Issuer, based upon their respective investment decisions.
It is not contemplated that any of the acquisitions reported hereunder or any
future acquisitions will result in any change in the present management of the
Issuer.
The owners listed in Item 5 have no present plans or proposals which relate to
or would result in:
(a) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(b) a sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries;
(c) 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 fill any existing vacancies on the board;
(d) any material change in the present capitalization or dividend
policy of the Issuer;
(e) any other material change in the Issuer's business or corporate
structure;
(f) 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;
(g) causing a class of securities of the Issuer to be delisted from a
national securities exchange or cease to be quoted in an inter-dealer
quotation system of a registered national securities association;
(h) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act; or
(i) any action similar to those enumerated above.
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CUSIP NO. 883376105 PAGE 4 OF 6
ITEM 5. Interest in Securities of the Issuer.
(a) Subject to the disclaimer of beneficial ownership hereinafter set
forth, the Reporting Person hereby reports beneficial ownership of
793,822 shares of Stock in the manner hereinafter described:
<TABLE>
<CAPTION>
Percentage of
Relationship to Outstanding
Shares Held in Name of Reporting Person Number of Shares Securities
- -------------------------- ---------------- ---------------- ------------
<S> <C> <C> <C>
Woodbourne Development, L.P.1 Partnership 747,822 9.67%
Controlled by
Reporting Person
Daniel D. Weil Nephew 14,600 .19%
Victoria L. Weil Daughter 12,200 .16%
Gideon J. Weil Son 10,700 .14%
Clayton Management Company Corporation 8,500 .11%
Controlled by ----------- ------------
Reporting Person
TOTAL 793,822 10.26%
=========== ============
(-.01 rounding error)
</TABLE>
The foregoing percentages assume that the Issuer has 7,734,424 shares of
Stock outstanding.
All shares held in the name of the corporation specified in Item 5 are
reported as beneficially owned by the Reporting Person because, as sole
shareholder, officer and director of such corporation, the Reporting Person has
voting and investment power with respect to the shares of Stock owned by such
corporation. All shares held in the name of the limited partnership specified
in Item 5 are reported as beneficially owned by the Reporting Person because,
as sole shareholder, officer and director of the general partner of such
limited partnership, the Reporting Person has voting and investment power with
respect to the shares of Stock owned by such limited partnership. All shares
held in the name of family members of the Reporting Person are reported as
beneficially owned by the Reporting Person because those family members may
seek investment advise or voting advice of the Reporting Person. Except for
Stock held in the name of the Reporting Person, or in the name of a corporation
or limited partnership controlled by the Reporting Person, there is no written
document or agreement conferring the right of the Reporting Person to acquire
or dispose of the Stock or giving the Reporting Person the right to vote such
shares of Stock.
- --------------------------
1 On November 1, 1996, all shares of Stock previously reported as beneficially
owned by the Reporting Person, members of his family (other than shares held by
the Reporting Person's nephew, daughter and son as reported in Item 5) or
family trusts were transferred to Woodbourne Development, L.P.
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CUSIP NO. 883376105 PAGE 5 OF 6
AS PROVIDED IN S.E.C. REGULATION Section 240.13d-4, THE REPORTING PERSON
HEREBY DECLARES THAT THIS STATEMENT SHALL NOT BE CONSTRUED AS AN ADMISSION THAT
HE IS, FOR THE PURPOSES OF SECTION 13(d) OR 13(g) OF THE SECURITIES EXCHANGE
ACT, THE BENEFICIAL OWNER OF THE SECURITIES COVERED BY THIS STATEMENT.
(b) Subject to the above disclaimer of beneficial ownership, for each
person named in paragraph (a), the number of shares as to which there
is sole power to vote or direct the vote, shared power to vote or
direct the vote, sole power to dispose or direct the disposition, or
shared power to dispose or direct the disposition, is the same as in
paragraph (a).
(c)
<TABLE>
<CAPTION>
Transaction Made
Purchase in the Name of Date Number of Shares Net Price Per Share Through
- ---------------------------- -------- ---------------- ------------------- --------------------
<S> <C> <C> <C> <C>
Woodbourne Development, L.P. 12/26/96 5,000 10.75 Goldman Sachs
Woodbourne Development, L.P. 1/10/97 7,000 10.75 Goldman Sachs
Woodbourne Development, L.P. 2/12/97 15,000 11.00 Goldman Sachs
Woodbourne Development, L.P. 2/20/97 28,000 10.88 Goldman Sachs
</TABLE>
(d) Not applicable.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
The Reporting Person is the sole shareholder, officer and director of the
corporation mentioned in Item 5. The Reporting Person is the sole shareholder,
officer and director of the corporation that is the general partner of the
limited partnership mentioned in Item 5. The Reporting Person is related to
all other persons mentioned in Item 5.
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CUSIP NO. 883376105 PAGE 6 OF 6
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.
/s/ John D. Weil
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John D. Weil
March 7, 1997
