<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
Creative Medical Development, Inc.
- --------------------------------------------------------------------------------
(Name Of Issuer)
Common Stock ($0.01 Par)
- --------------------------------------------------------------------------------
(Title Of Class Of Securities)
#22528F-10-3
- --------------------------------------------------------------------------------
(CUSIP Number)
Mitchell Partners, a California Limited Partnership, c/o James E. Mitchell,
General Partner
611 Anton Boulevard, Suite 1110, Costa Mesa, CA 92626 (Ph. 714-432-5300)
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Voluntary Filing
- --------------------------------------------------------------------------------
(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 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> 2
SCHEDULE 13D
CUSIP No. 22528F-10-3 PAGE 2 OF 6 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mitchell Partners, a California limited partnership
James E. Mitchell
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
James E. Mitchell is the sole general partner of Mitchell Partners, a (a) [ ]
California limited partnership with sole control over all matters (b) [ ]
relating to investment and voting control.
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Working Capital of Mitchell Partners (WC)
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
None
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mitchell Partners - California
James E. Mitchell - California
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
Mitchell Partners, Ltd. - 134,525
(James E. Mitchell has sole voting power as to all
shares)
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY Not applicable
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING Mitchell Partners, Ltd. - 134,525
PERSON (James E. Mitchell has sole dispositive power as to
WITH all shares)
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
Not applicable
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Mitchell Partners, Ltd. and James E. Mitchell - 134,525 shares
(2.42% of the total shares outstanding of 5,554,337)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Mitchell Partners, Ltd. and James E. Mitchell - 134,525 shares
(2.42% of total shares outstnding of 5,554,337)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
Mitchell Partners - Limited Partnership (PN)
James E. Mitchell - Individual (IN)
- --------------------------------------------------------------------------------
*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. 22528F 10 3 Page 3 of 6
ITEM 1. SECURITY AND ISSUER.
The securities that are the subject of this statement consist of common stock
($0.01 par value) of Creative Medical Development, Inc. (the "Issuer"). The name
and the address of the principal executive offices of the Issuer are as follows:
Creative Medical Development, Inc.
870 Gold Flat Road
Nevada City, California 95959
Attention: Corporate Secretary
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed on behalf of Mitchell Partners, Ltd., a
California limited partnership, and James E. Mitchell.
(b) The business address of Mitchell Partners and James E. Mitchell is:
James E. Mitchell
Mitchell Partners, Ltd.
611 Anton Boulevard, Suite 1110
Costa Mesa, California 92626
(c) (1) The principal business of Mitchell Partners, Ltd. is in
securities investment. Mitchell Partners, Ltd. is not an operating company, and
it has no subsidiaries.
(2) The principal occupation of James E. Mitchell is that of a
private investor and the sole general partner of Mitchell Partners, Ltd.
(d) Neither Mitchell Partners, Ltd. nor James E. Mitchell has during
the last five (5) years been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) Neither Mitchell Partners, Ltd. nor James E. Mitchell was during
the last five (5) years a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and, as a result of such
proceeding, was or is subject to 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.
(f) (1) Mitchell Partners, Ltd. is a California limited partnership
with its principal executive offices in California. James E. Mitchell is the
sole general partner of Mitchell Partners, Ltd.
<PAGE> 4
CUSIP No. 22528F 10 3 Page 4 of 6
(2) James E. Mitchell is a United States citizen and resident of
California.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) Mitchell Partners, Ltd. used general working capital funds to
acquire the additional 15,500 of common stock of the Issuer.
(b) Mitchell Partners, Ltd. did not use borrowed funds to acquire the
subject securities.
(d) The subject securities transactions were all effected in the
ordinary course of business by Mitchell Partners, Ltd. through registered
broker-dealers. The most recent purchases by Mitchell Partners, Ltd. consisted
of the acquisition of 5,000 shares at a purchase price equal to $0.25 per share
on March 6, 1997 and 10,500 shares at a purchase price equal to $0.31 per share
on March 26, 1997. The most recent sales by Mitchell Partners, Ltd. consisted of
the sale of 25,000 shares at a sales price equal to $0.49 per share on April 23,
1997, 27,500 shares at a sales price equal to $0.50 per share on April 24, 1997,
and 10,000 shares at a sales price equal to $0.485 per share on May 1, 1997.
ITEM 4. PURPOSE OF TRANSACTION.
All transactions for the purchase or sale of the common stock of the
Issuer by Mitchell Partners, Ltd. were conducted for investment purposes in the
ordinary course of business and not for the purpose of gaining control of the
Issuer. Earlier in 1997, James E. Mitchell and the Issuer had several
discussions concerning his possible representation on the Issuer's Board of
Directors. As of the current date, no understanding has been reached regarding
James E. Mitchell's possible representation on the Issuer's Board of Directors.
Except as set forth above, neither Mitchell Partners, Ltd. nor James E. Mitchell
has any plans or proposals that relate to (i) any extraordinary corporate
transaction, (ii) any sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries, (iii) any change in the present Board of
Directors or management of the Issuer, (iv) any material change in the present
capitalization or dividend policy of the Issuer, (v) any other material change
in the Issuer's business or corporate structure, (vi) any changes in the
Issuer's charter, bylaws or instruments corresponding thereto, or other actions
that may impede the acquisition or control of the Issuer by any person, (vii)
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, (viii) 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 of
1934, as amended, or (ix) any other material changes in the operation,
management, structure or financial condition of the Issuer. Both Mitchell
Partners, Ltd. and James E.
<PAGE> 5
CUSIP No. 22528F 10 3 Page 5 of 6
Mitchell intend to continue to conduct investment activities related to the
securities of the Issuer in the ordinary course of business.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.
(a) Mitchell Partners, Ltd. owns 134,525 shares of common stock of the
Issuer, which equals approximately 2.42% of the total 5,554,337 outstanding
shares of common stock of the Issuer.
(b) With respect to all shares of common stock of the Issuer held by
Mitchell Partners, Ltd., James E. Mitchell has the sole power to vote and the
sole power to dispose.
(c) (1) Mitchell Partners, Ltd. acquired 5,000 shares of common stock
of the Issuer at $0.25 per share in a purchase transaction conducted in the
ordinary course of business through a registered broker-dealer that closed on
March 6, 1997.
(2) Mitchell Partners, Ltd. acquired 10,500 shares of common stock
of the Issuer at $0.31 per share in a purchase transaction conducted in the
ordinary course of business through a registered broker-dealer that closed on
March 26, 1997.
(3) Mitchell Partners, Ltd. sold 25,000 shares of common stock of
the Issuer at $0.49 per share in a purchase transaction conducted in the
ordinary course of business through a registered broker-dealer that closed on
April 23, 1997.
(4) Mitchell Partners, Ltd. sold 27,500 shares of common stock of
the Issuer at $0.50 per share in a purchase transaction conducted in the
ordinary course of business through a registered broker-dealer that closed on
April 24, 1997.
(5) Mitchell Partners, Ltd. sold 10,000 shares of common stock of
the Issuer at $0.485 per share in a purchase transaction conducted in the
ordinary course of business through a registered broker-dealer that closed on
May 1, 1997.
(d) No other person has the right to receive or the power to direct the
receipt of dividends from or the proceeds from the sale of common stock of the
Issuer held by Mitchell Partners, Ltd.
(e) The date on which Mitchell Partners, Ltd. ceased to be the
beneficial owner of more than 5% of the common stock of the Issuer is April 30,
1997, which is the date on which Mitchell Partners, Ltd. believes that the
merger between the Issuer and OMNI International Rail Products, Inc. was
completed.
<PAGE> 6
CUSIP No. 22528F 10 3 Page 6 of 6
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Neither Mitchell Partners, Ltd. nor James E. Mitchell is a party to any
contract, arrangement, understanding or relationship with respect to any
securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Neither Mitchell Partners, Ltd. nor James E. Mitchell is a party to any
transaction for which any document is required to be attached to this Statement
as an exhibit.
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.
Dated: June 18, 1997 Mitchell Partners, Ltd., a California
limited partnership
By: /s/ JAMES E. MITCHELL
---------------------------------------
James E. Mitchell, Sole General Partner
Dated: June 18, 1997 By: /s/ JAMES E. MITCHELL
---------------------------------------
James E. Mitchell, Personally
