-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H5f4hk0GiDmGWeUWNlIJJwYBJW5+jflXH0bZBQvdKGvBY682jn7TKPGfPmoOFzEo My1KMdsFxdOSICnVBRH2gQ== 0000893838-98-000139.txt : 19980907 0000893838-98-000139.hdr.sgml : 19980907 ACCESSION NUMBER: 0000893838-98-000139 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980904 SROS: NASD GROUP MEMBERS: FOUR PARTNERS GROUP MEMBERS: FOUR-FOURTEEN PARTNERS LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CELLEGY PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000887247 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 820429727 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-45279 FILM NUMBER: 98704629 BUSINESS ADDRESS: STREET 1: 1065 E HILLSDALE BLVD STREET 2: SUITE 418 CITY: FORSTER CITY STATE: CA ZIP: 94404 BUSINESS PHONE: 4153826770 MAIL ADDRESS: STREET 1: 1065 E HILLSDALE BLVD STREET 2: SUITE 418 CITY: FORSTER CITY STATE: CA ZIP: 94404 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FOUR PARTNERS CENTRAL INDEX KEY: 0000942714 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O B.L. BLOOM STREET 2: 667 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10021 BUSINESS PHONE: 212-545-2930 SC 13G 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Cellegy Pharmaceuticals, Inc. - ------------------------------------------------------------------------------ (Name of Issuer) Common Stock, no par value - ------------------------------------------------------------------------------ (Title of Class of Securities) 15115L-10-3 - ------------------------------------------------------------------------------ (CUSIP Number) June 25, 1998 - ------------------------------------------------------------------------------ (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |_| Rule 13d-1(b) |X| Rule 13d-1(c) |_| Rule 13d-1(d) *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 the disclosures provided in a prior cover page. The information required in 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. 15115L-10-3 13G - ---------------------- - ------------ ---------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Four Partners - ------------ ---------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - ------------ ---------------------------------------------------------------- 3 SEC USE ONLY - ------------ ---------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York - ------------ ---------------------------------------------------------------- 5 SOLE VOTING POWER 1,720,200 NUMBER OF ---------- -------------------------------- SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY -0- ---------- -------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 1,720,200 ---------- -------------------------------- WITH 8 SHARED DISPOSITIVE POWER -0- - --------------------------------- ---------- -------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,720,200 - ------------ ---------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_| - ------------ ---------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 16.9% - ------------ ---------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* PN - ------------ ---------------------------------------------------------------- CUSIP No. 15115L-10-3 13G - ---------------------- - ------------ --------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Four-Fourteen Partners LLC - ------------ --------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - ------------ ---------------------------------------------------------------- 3 SEC USE ONLY - ------------ ---------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------ ---------------------------------------------------------------- 5 SOLE VOTING POWER 47,700 NUMBER OF ---------- -------------------------------- SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY -0- ---------- -------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 47,700 ---------- -------------------------------- WITH 8 SHARED DISPOSITIVE POWER -0- - --------------------------------- ---------- -------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 47,700 - ------------ ---------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_| - ------------ ---------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.5% - ------------ ---------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* OO - ------------ ---------------------------------------------------------------- Item 1. (a) Name of Issuer Cellegy Pharmaceuticals, Inc. (the "Issuer") (b) Address of Issuer's Principal Executive Offices 1065 E. Hillside Blvd. Forest City, CA 94404 Item 2. (a) Name of Persons Filing This Schedule 13G is being filed jointly by Four Partners ("FP"), a New York general partnership, and Four-Fourteen Partners LLC ("4-14P"), a Delaware limited liability company. The sole partners of FP are Andrew H. Tisch 1991 Trust, for which Andrew H. Tisch is the managing trustee, Daniel R. Tisch 1991 Trust, for which Daniel R. Tisch is the managing trustee, James S. Tisch 1991 Trust, for which James S. Tisch is the managing trustee, and Thomas J. Tisch 1991 Trust, for which Thomas J. Tisch is the managing trustee. Thomas J. Tisch has been appointed the Manager of FP. Andrew H. Tisch, Daniel R. Tisch, James S. Tisch and Thomas J. Tisch are referred to herein as the "Messrs. Tisch." The members of 4-14P are trusts for the benefit of the offspring of the Messrs. Tisch, partnerships the partners of which are such trusts and partnerships the partners of which are such partnerships. The Messrs. Tisch serve as the trustees of such trusts. Thomas J. Tisch has been appointed the Manager of 4-14P. (b) Address of Principal Business Office or, if none, Residence The address of FP and 4-14P is: c/o Thomas J. Tisch 667 Madison Avenue New York, NY 10021 (c) Citizenship FP is a New York general partnership and 4-14P is a Delaware limited liability company. (d) Title of Class of Securities Common Stock, no par value (the "Shares") (e) CUSIP Number 15115L-10-3 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: (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 of 1940, (e) |_| Investment Adviser registered under section 203 of the Investment Advisers Act of 1940, (f) |_| An employee benefit plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see section 240.13d-1(b)(1)(ii)(F), (g) |_| A parent holding company, in accordance with section 240.13d-1(b)(ii)(G) (Note: See Item 7), (h) |_| A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) |_| A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) |_| Group, in accordance with section 240.13d-1(b)(1)(ii)(J). If this statement is filed pursuant to section 240.13d-1(c), check this box |X|. Item 4. Ownership (a) Amount Beneficially Owned As of the date hereof, FP is the beneficial owner of 1,720,200 Shares and 4-14P is the beneficial owner of 47,700 Shares. Collectively, FP and 4-14P own 1,767,900 Shares. In addition, by virtue of his status as custodian for certain accounts of his children, James S. Tisch has the power to vote or direct the vote and dispose or direct the disposition of the 19,200 Shares owned by his children. FP and 4-14P disclaim beneficial ownership of these Shares. (b) Percent of Class FP is the beneficial owner of 16.9% of the outstanding Shares and 4-14P is the beneficial owner of 0.5% of the outstanding Shares. Collectively, FP and 4-14P own 17.4% of the outstanding Shares. (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote FP has directly the sole power to vote or to direct the vote of the 1,720,200 Shares owned by it and 4-14P has directly the sole power to vote or to direct the vote of the 47,700 Shares owned by it. (ii) Shared power to vote or to direct the vote By virtue of their status as managing trustees of the trusts which are the general partners of FP and as trustees of the trusts which are members of 4-14P, partners of the partnerships that are members of 4-14P and partners of the partnerships that are partners of the partnerships that are members of 4-14P, the Messrs. Tisch may be deemed to have indirectly shared power to vote or direct the vote of the 1,720,200 Shares owned by FP and the 47,700 Shares owned by 4-14P. (iii) Sole power to dispose or to direct the disposition of FP has directly the sole power to dispose or direct the disposition of the 1,720,200 Shares owned by it and 4-14P has directly the sole power to dispose or direct the disposition of the 47,700 Shares owned by it (iv) Shared power to dispose or to direct the disposition of By virtue of their status as managing trustees of the trusts which are the general partners of FP and as trustees of the trusts which are members of 4-14P, partners of the partnerships that are members of 4-14P and partners of the partnerships that are partners of the partnerships that are members of 4-14P, the Messrs. Tisch may be deemed to have indirectly shared power to dispose or direct the disposition of the 1,720,200 Shares owned by FP and the 47,700 Shares owned by 4-14P. 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 By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of such securities and were not acquired and are not held in connection with or as a participant in any transaction having that 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. Dated: September 4, 1998 FOUR PARTNERS By: /s/ Thomas J. Tisch Thomas J. Tisch Manager of Four Partners FOUR-FOURTEEN PARTNERS LLC By: /s/ Thomas J. Tisch Thomas J. Tisch Manager of Four-Fourteen Partners LLC EXHIBIT AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that the Schedule 13G dated September 4, 1998 relating to the Common Stock, no par value, of Cellegy Pharmaceuticals, Inc., as the same may be amended from time to time hereafter, is being filed with the Securities and Exchange Commission on behalf of each of them. Dated: September 4, 1998 FOUR PARTNERS By: /s/ Thomas J. Tisch Thomas J. Tisch Manager of Four Partners FOUR-FOURTEEN PARTNERS LLC By: /s/ Thomas J. Tisch Thomas J. Tisch Manager of Four-Fourteen Partners LLC -----END PRIVACY-ENHANCED MESSAGE-----