-----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, U2keCJMHUSjJ1m9qL9KvKIFpEDzMrBrZpfw7Foa+jP51usjNBj8Fh38Sx72oCrIN sreEM9giptcxTbmz2FQJMA== 0000950123-99-000873.txt : 19990211 0000950123-99-000873.hdr.sgml : 19990211 ACCESSION NUMBER: 0000950123-99-000873 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990210 GROUP MEMBERS: BIOTECHNOLOGY INVESTMENT GROUP LLC GROUP MEMBERS: COLLINSON HOWE VENTURE PARTNERS INC GROUP MEMBERS: INDIAN CHEESE INC GROUP MEMBERS: JEFFREY J COLLINSON GROUP MEMBERS: SCHRODERS INCORPORATED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CELL THERAPEUTICS INC CENTRAL INDEX KEY: 0000891293 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 911533912 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-48459 FILM NUMBER: 99527403 BUSINESS ADDRESS: STREET 1: 201 ELLIOTT AVE W STREET 2: STE 400 CITY: SEATTLE STATE: WA ZIP: 98119 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COLLINSON HOWE VENTURE PARTNERS INC CENTRAL INDEX KEY: 0001078818 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133548019 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O COLLINSON HOWE VENTURE PARTNERS STREET 2: 1055 WASHINGTON BLVD CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033247700 MAIL ADDRESS: STREET 1: C/O COLLINSON HOWE VENTURE PARTNERS STREET 2: 1055 WASHINGTON BLVD CITY: STAMFORD STATE: CT ZIP: 06901 SC 13G 1 SCHEDULE 13G 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. __) Cell Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 0001509341 (CUSIP Number) - -------------------------------------------------------------------------------- (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) [ ] 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). Page 1 of 10 2 CUSIP No.0001509341 13G 1 NAMES OF REPORTING PERSONS/ BIOTECHNOLOGY INVESTMENT GROUP, L.L.C. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS 06-141-5704 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) X (b)| | 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY 631,655 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 8 SHARED DISPOSITIVE POWER 631,655 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 631,655 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | | 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.1% 12 TYPE OF REPORTING PERSON Limited Liability Company Page 2 of 10 3 CUSIP No. 0001509341 13G 1 NAMES OF REPORTING PERSONS/ SCHRODERS INCORPORATED S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS 13-2621402 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) X (b)| | 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 26,449 OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 8 SHARED DISPOSITIVE POWER 26,449 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,449 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | | 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) .0017% 12 TYPE OF REPORTING PERSON Corporation Page 3 of 10 4 CUSIP No. 001509341 13G 1 NAMES OF REPORTING PERSONS/ COLLINSON HOWE VENTURE PARTNERS, INC. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS 13-3548019 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) X (b)| | 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY 662,892 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 8 SHARED DISPOSITIVE POWER 662,892 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 662,892 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | | 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.3% 12 TYPE OF REPORTING PERSON Corporation Page 4 of 10 5 CUSIP No. 0001509341 13G 1 NAMES OF REPORTING PERSONS/ JEFFREY J. COLLINSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) X (b)| | 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION USA 5 SOLE VOTING POWER 4,155 NUMBER OF SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY 662,892 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 4,155 8 SHARED DISPOSITIVE POWER 662,892 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 662,892 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | | 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.3% 12 TYPE OF REPORTING PERSON Individual Page 5 of 10 6 CUSIP No. 0001509341 13G 1 NAMES OF REPORTING PERSONS/ INDIAN CHASE, INC. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS 06-1348932 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) X (b)| | 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER 633 NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 633 WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 633 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | | 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) .00004% 12 TYPE OF REPORTING PERSON Corporation Page 6 of 10 7 Item 1(a) Name of Issuer: Cell Therapeutics, Inc. Item 1(b) Address of Issuer's Principal Executive Offices: 201 Elliott Avenue, W., Suite 400 Seattle, WA 98119 Item 2(a) Name of Person Filing: Biotechnology Investment Group, L.L.C. Schroders Incorporated Collinson Howe Venture Partners, Inc. Jeffrey J. Collinson Indian Chase, Inc. Item 2(b) Address of Principal Business Offices or, if none, Residence: c/o Collinson Howe Venture Partners, 1055 Washington Blvd, Stamford, CT 06901 - Biotechnology Investment Group 787 Seventh Avenue, New York, NY 10019 - Schroders Incorporated 1055 Washington Blvd, Stamford, CT 06901 - Jeffrey J. Collinson 611 Atlantic Avenue, Westerly, RI 02891 - Indian Chase, Inc. Item 2(c) Citizenship Biotechnology Investment Group is a Delaware limited liability company. Schroders Incorporated is a Delaware corporation. Collinson Howe Venture Partners is a Delaware corporation. Jeffrey J. Collinson is a US Citizen. Indian Chase, Inc. is a Delaware corporation. Item 2(d) Title of Class of Securities: Common Stock Item 2(e) CUSIP Number: 0001509341 Item 3. If this Statement is filed pursuant to Rules 13d-1(b) or 13d-2(b), 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 (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 Section 240.13d-1(b)(1)(ii)(F) (g) [ ] Parent Holding Company, in accordance with Section 240.13d-1(b)(ii)(G) (h) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(H) Not Applicable. Page 7 of 10 8 Item 4. Ownership. (a) Amount Beneficially Owned: Biotechnology Investment Group, L.L.C. ("BIG") is a limited liability company which was created to acquire, hold, protect, manage and dispose of equity, debt and derivative securities of biotechnology and other companies. Most of the shares of common stock held by BIG were acquired in January 1995 from The Edward Blech Trust ("EBT"). The sole beneficiary is the minor child of David Blech, founder, former Director and shareholder of the Company. The present members of BIG are (I) the managing member, Collinson Howe Venture Partners, ("CHVP"), an investment management firm of which Jeffrey J. Collinson is President, director and majority shareholder, (ii) EBT, and (iii) Wilmington Trust Company ("WTC"), as voting trustee under a voting trust agreement (the "Voting Trust Agreement") among WTC, BIG and Bio Holdings, L.L.C. ("Holdings"). The managing member of BIG is CHVP. The members of BIG share voting and investment power with respect to all shares held of record by BIG. All of the shares held of record by BIG have been pledged as collateral to Citibank, N.A. ("Citibank") to secure indebtedness owed to such bank. Each of Citibank and Holdings has the right pursuant to the Voting Trust Agreement to direct certain actions of WTC as a member of BIG. WTC, as the member holding a majority interest in Holdings, has the right to direct the actions of Holdings under the Voting Trust Agreement. Citibank, pursuant to a separate voting trust agreement among WTC, David Blech and Holdings, has the right to direct the actions of WTC as a member of Holdings with respect to the rights of Holdings under the Voting Trust Agreement. By virtue of their status as members of BIG, each of CHVP and EBT may be deemed to be the beneficial owner of all shares held of record by BIG. By virtue of his status as the majority owner and controlling person of CHVP, Jeffrey J. Collinson may also be deemed the beneficial owner of all shares held of record by BIG. Each of CHVP, EBT and Mr. Collinson disclaims beneficial ownership of shares held by BIG except to the extent of such person's interests. Schroders Incorporated is a corporation of record holding 26,449 shares of Common Stock. Mr. Collinson acts as attorneys-in-fact for this corporation and shares the power to direct the voting and disposition of the Common Stock he may be deemed to beneficially own such shares. Mr. Collinson disclaims beneficial ownership of the Common Stock held by Schroders Incorporated, except to the extent of his proportionate interest therein. Indian Chase, Inc. is a corporation of record holding 633 shares of Common Stock. Mr. Collinson has voting and investment powers for Indian Chase, Inc. and has a beneficial interest in Indian Chase, Inc. (b) Percent of Class: Biotechnology Investment Group, L.L.C. - 4.1% Schroders Incorporated - .0017% Jeffrey J. Collinson - .00027% Collinson Howe Venture Partners - 4.3% Indian Chase, Inc. - .00004% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote Page 8 of 10 9 Jeffrey J. Collinson 4,155 Indian Chase, Inc. - 633 (ii) Shared power to vote or to direct the vote Biotechnology Investment Group, L.L.C. - 631,655 Schroders Incorporated - 26,449 Collinson Howe Venture Partners, Inc. - 662,892 (iii) Sole power to dispose or to direct the disposition of Jeffrey J. Collinson - 4,155 Indian Chase, Inc. - 633 (iv) Shared power to dispose or to direct the disposition of Biotechnology Investment Group, L.L.C. - 631,655 Schroders Incorporated - 26,449 Collinson Howe Venture Partners, Inc. - 662,892 Item 5. Ownership of Five Percent or Less of a Class. This statement is being filed to report that fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities. /X/ 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. Page 9 of 10 10 Item 10. Certification. 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 purposes or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth on this statement is true, complete and correct. Date: February 8, 1999 BIOTECHNOLOGY INVESTMENT GROUP, L.L.C. By: /s/ Jeffrey J. Collinson Jeffrey J. Collinson, President of the Managing Member SCHRODERS INCORPORATED By: /s/ Jeffrey J. Collinson Jeffrey J. Collinson, Attorney-in-Fact JEFFREY J. COLLINSON By:/s/ Jeffrey J. Collinson Jeffrey J. Collinson INDIAN CHASE, INC. By: /s/ Jeffrey J. Collinson Jeffrey J. Collinson, President Page 10 of 10 -----END PRIVACY-ENHANCED MESSAGE-----