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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
FOCAL, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
343909107
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(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. 343909107
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1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
PATRICOF & CO. VENTURES, INC. / 13-2647531
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) / /
(b) / /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
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5 SOLE VOTING POWER
-0-
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NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 1,591,509
OWNED BY ---------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON ---------------------------------------------------------
WITH 8 SHARED DISPOSITIVE POWER
1,591,509
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,591,509
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) / /
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.3%
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12 TYPE OF REPORTING PERSON (See Instructions)
CO
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Item 1. (a) Name of Issuer:
FOCAL, INC.
(b) Address of Issuer's Principal Executive Offices or, if none,
Residence:
4 MAGUIRE ROAD, LEXINGTON, MASS., 02173
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:
343909107
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)
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(h)[ ] Group, in accordance with 13d-1(b)(1)(ii)(H)
Item 4. Ownership:
(a) Amount Beneficially Owned: 1,591,509*
(b) Percent of Class: 12.3%
(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 - 1,591,509*
(iii) sole power to dispose or direct the disposition of - 0
(iv) shared power to dispose or direct the disposition of -
1,591,509*
*SEE RIDER A ATTACHED
Item 5. Ownership of Five Percent or Less of a Class:
NOT APPLICABLE
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
Item 10. Certification
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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
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Dated: January 28, 1998 Alan Patricof
Co-Chairman
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RIDER A
AS OF DECEMBER 31, 1997, PATRICOF & CO. VENTURES, INC. ("PATRICOF") MAY BE
DEEMED TO BE THE BENEFICIAL OWNER OF 1,072,833 SHARES OF COMMON STOCK (8.3%)
OWNED BY APA EXCELSIOR IV, L.P., A DELAWARE LIMITED PARTNERSHIP ("EXCELSIOR
IV"), 189,323 SHARES OF COMMON STOCK (1.5%) OWNED BY APA EXCELSIOR IV/OFFSHORE,
L.P., A CAYMAN ISLANDS LIMITED PARTNERSHIP ("OFFSHORE"), 309,460 SHARES OF
COMMON STOCK (2.4%) OWNED BY THE P/A FUND, L.P. A PENNSYLVANIA LIMITED
PARTNERSHIP ("P/A") AND 19,893 SHARES OF COMMON STOCK (0.1%) OWNED BY PATRICOF
PRIVATE INVESTMENT CLUB, L.P., A DELAWARE LIMITED PARTNERSHIP EACH OF SUCH
ENTITIES IS MANAGED OR ADVISED BY PATRICOF AND, AS SUCH, PATRICOF MAY BE DEEMED
TO HAVE SHARED VOTING AND DISPOSITIVE POWER WITH THE GENERAL PARTNERS OF EACH
PARTNERSHIP WITH RESPECT TO 1,591,509 SHARES OF COMMON STOCK.
