AMENDMENT 5

SC 13D/A 1 sc0115.htm AMENDMENT NO. 7 AMENDMENT 5 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*

Cellegy Pharmaceuticals, Inc.

(Name of Issuer)
Common Stock, no par value

(Title of Class of Securities)
15115L 10 3

(CUSIP Number)

Barry L. Bloom
655 Madison Avenue, 19th Floor
New York, NY 10021
(212) 521-2930

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
N/A

(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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 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 (the “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).

SCHEDULE 13D


CUSIP No. 15115L 10 3		Page 2 of 16 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Andrew H. Tisch

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) [ ]
(b) [X]

3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions) PF

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

[ ]

6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,104,886
	8	SHARED VOTING POWER 120,000
	9	SOLE DISPOSITIVE POWER 1,104,886
	10	SHARED DISPOSITIVE POWER 120,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,224,886

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

[ ]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.7%

14	TYPE OF REPORTING PERSON (See Instructions) IN

SCHEDULE 13D


CUSIP No. 15115L 10 3		Page 3 of 16 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Daniel R. Tisch

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) [ ]
(b) [X]

3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions) PF

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

[ ]

6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,104,886
	8	SHARED VOTING POWER 120,000
	9	SOLE DISPOSITIVE POWER 1,104,886
	10	SHARED DISPOSITIVE POWER 120,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,224,886

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

[ ]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.7%

14	TYPE OF REPORTING PERSON (See Instructions) IN

SCHEDULE 13D


CUSIP No. 15115L 10 3		Page 4 of 16 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS James S. Tisch

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) [ ]
(b) [X]

3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions) PF

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

[ ]

6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,104,886
	8	SHARED VOTING POWER 126,400
	9	SOLE DISPOSITIVE POWER 1,104,886
	10	SHARED DISPOSITIVE POWER 126,400

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,231,286

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

[ ]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.7%

14	TYPE OF REPORTING PERSON (See Instructions) IN

SCHEDULE 13D


CUSIP No. 15115L 10 3		Page 5 of 16 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Thomas J. Tisch

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) [ ]
(b) [X]

3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions) PF

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

[ ]

6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,152,586
	8	SHARED VOTING POWER 120,000
	9	SOLE DISPOSITIVE POWER 1,152,586
	10	SHARED DISPOSITIVE POWER 120,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,272,586

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

[ ]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.8%

14	TYPE OF REPORTING PERSON (See Instructions) IN

SCHEDULE 13D


CUSIP No. 15115L 10 3		Page 6 of 16 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Jessica S. Tisch

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) [ ]
(b) [X]

3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions) PF

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

[ ]

6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 6,400
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 6,400
	10	SHARED DISPOSITIVE POWER -0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,400

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

[ ]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%

14	TYPE OF REPORTING PERSON (See Instructions) IN

SCHEDULE 13D


CUSIP No. 15115L 10 3		Page 7 of 16 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Benjamin Tisch

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) [ ]
(b) [X]

3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions) PF

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

[ ]

6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 6,400
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 6,400
	10	SHARED DISPOSITIVE POWER -0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,400

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

[ ]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%

14	TYPE OF REPORTING PERSON (See Instructions) IN

SCHEDULE 13D


CUSIP No. 15115L 10 3		Page 8 of 16 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Merryl H. Tisch

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) [ ]
(b) [X]

3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions) PF

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

[ ]

6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 6,400
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 6,400

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,400

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

[ ]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%

14	TYPE OF REPORTING PERSON (See Instructions) IN

SCHEDULE 13D


CUSIP No. 15115L 10 3		Page 9 of 16 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Thomas M. Steinberg

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) [ ]
(b) [X]

3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions) PF

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

[ ]

6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 17,125
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 17,125
	10	SHARED DISPOSITIVE POWER -0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,125

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

[ ]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1%

14	TYPE OF REPORTING PERSON (See Instructions) IN

This Amendment No. 7 to Schedule 13D amends and supplements the statement on Schedule 13D previously filed by certain of the Reporting Persons named herein. Except as amended and supplemented herein, that statement remains in full force and effect.

Item 2.

Identity and Background.

Item 2 is amended to read as follows:

This statement is filed jointly by Andrew H. Tisch, Daniel R. Tisch, James S. Tisch, Thomas J. Tisch, Jessica S. Tisch, Benjamin Tisch, Merryl H. Tisch and Thomas M. Steinberg (the “Reporting Persons”), each of whom is a United States citizen.

The business address of Andrew H. Tisch is 667 Madison Avenue, New York, N.Y. 10021. His present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted are as follows: Office of the President and Chairman of the Executive Committee of Loews Corporation (a diversified financial corporation), 667 Madison Avenue, New York, N.Y. 10021.

The business address of Daniel R. Tisch is c/o TowerView LLC, 500 Park Avenue, New York, N.Y. 10022. His present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted are as follows: General Member, TowerView LLC (a company engaged in investment activities), 500 Park Avenue, New York, N.Y. 10022.

The business address of James S. Tisch is 667 Madison Avenue, New York, N.Y. 10021. His present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted are as follows: Office of the President, President and Chief Executive Officer of Loews Corporation (a diversified financial corporation), 667 Madison Avenue, New York, N.Y. 10021.

The business address of Thomas J. Tisch is 667 Madison Avenue, New York, N.Y. 10021. His present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted are as follows: Managing Partner of FLF Associates and Manager of Four Partners and Four-Fourteen Partners, LLC (entities engaged in investment activities), 667 Madison Avenue, New York, N.Y. 10021.

The address of Jessica S. Tisch is c/o Tisch Financial Management, 655 Madison Avenue, 19^th Floor, New York, N.Y. 10021. She is presently a student.

The address of Benjamin Tisch is c/o Tisch Financial Management, 655 Madison Avenue, 19^th Floor, New York, N.Y. 10021. He is presently a student.

The address of Merryl H. Tisch is c/o Tisch Financial Management, 655 Madison Avenue, 19^th Floor, New York, N.Y. 10021. She is engaged in various

Page 10 of 16 Pages

philanthropic activities. Together with her husband James S. Tisch, she is the guardian of Samuel Tisch.

The business address of Thomas M. Steinberg is c/o Tisch Family Interests, 667 Madison Avenue, New York, N.Y. 10021. His principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted are as follows: President, Tisch Family Interests (investment activities), 667 Madison Avenue, New York, N.Y. 10021.

During the five years preceding the filing of this statement, none of the Reporting Persons was convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, United States federal or state securities laws or finding any violation with respect to such laws.

Because of certain business and family relationships among the Reporting Persons, they are filing jointly as if they constitute a group solely for informational purposes. The filing of this statement is not an admission by any Reporting Person that such Reporting Person and any other Reporting Person or Reporting Persons constitute a “group” for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934 or Rule 13d-5 thereunder, and each Reporting Person disclaims beneficial ownership of any shares of Common Stock owned by any other Reporting Person except to the extent that beneficial ownership is expressly reported herein.

Item 4.

Purpose of Transaction.

Item 4 is amended to read as follows:

Thomas M. Steinberg is a director of the Issuer.

The Securities held by the Reporting Persons were purchased for investment. The Reporting Persons expect that they will, from time to time, review their investment positions in the Issuer and may, depending on market and other conditions, increase or decrease such positions.

At the present time none of the Reporting Persons has any plans or proposals which relate to or would result in (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries, (d) 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 to fill any existing vacancies on the board, (e) any material change in the present capitalization or dividend policy of the Issuer, (f) any other material change in the Issuer’s business or corporate structure, (g) changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the

Page 11 of 16 Pages

acquisition of control of the Issuer by any person, (h) 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, (i) 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 or (j) any action similar to any of those enumerated above.

Item 5.

Interest in Securities of the Issuer.

Item 5 is amended to read as follows:

As of the date hereof, the aggregate number of shares of Common Stock, including shares of Common Stock that may be acquired upon the exercise of Warrants and shares of Common Stock that may be acquired upon the exercise of stock options, and the percentage of the outstanding shares of Common Stock (based upon 26,138,791 shares outstanding on March 18, 2005 as reported by the Issuer in its most recent Form 10-K report) was as follows:

Name of Holder

Number of
Shares

Percentage of
Outstanding
Shares

Four Partners (1)
Four-Fourteen Partners, LLC (2)
Andrew H. Tisch
Daniel R. Tisch
James S. Tisch
Thomas J. Tisch
Andrew H. Tisch 1995 Issue Trust No. 1 (3)
Andrew H. Tisch 1995 Issue Trust No. 2 (3)
Daniel R. Tisch 1999 Issue Trust (3)
James S. Tisch 1995 Issue Trust (3)
Thomas J. Tisch 1994 Issue Trust (3)
Jessica S. Tisch
Benjamin Tisch
Merryl H. Tisch, as custodian for Samuel Tisch (4)
Thomas M. Steinberg (5)

120,000
47,700
897,164
897,164
897,164
897,164
103,861
103,861
207,722
207,722
207,722
6,400
6,400
6,400
17,125

0.5%
0.2%
3.4%
3.4%
3.4%
3.4%
0.4%
0.4%
0.8%
0.8%
0.8%
0.0%
0.0%
0.0%
0.1%

Page 12 of 16 Pages

Total

4,623,569

17.6%

Each of the above persons who is a Reporting Person herein beneficially owns the number of shares set forth opposite his or her name. Beneficial ownership of the other shares set forth in the above table has been determined as follows:

(1)

By virtue of their status as managing trustees of the trusts which are the general partners of Four Partners, Andrew H. Tisch, Daniel R. Tisch, James S. Tisch and Thomas J. Tisch may be deemed to have shared beneficial ownership of shares owned by Four Partners and shared power to vote or direct the vote and dispose or direct the disposition of those shares.

(2)	By virtue of his status as manager of Four-Fourteen Partners, LLC, Thomas J. Tisch may be deemed the beneficial owner of the shares owned by Four-Fourteen Partners, LLC and to have power to vote or direct the vote and dispose or direct the disposition of those shares.

(3)

By virtue of their status as trustees of the respective trusts for the benefit of their children, each of Andrew H. Tisch, Daniel R. Tisch, James S. Tisch and Thomas J. Tisch may be deemed to have beneficial ownership of shares owned by those trusts of which he is trustee and shared power to vote or direct the vote and dispose or direct the disposition of those shares.

(4)	By virtue of his wife’s status as custodian for Samuel Tisch, their child, James S. Tisch may be deemed to have shared power to vote or direct the vote and dispose or direct the disposition of 6,400 shares of Common Stock owned by Samuel Tisch.

(5)	Represents shares exercisable within 60 days of the date hereof upon the exercise of stock options.

Item 7.

Material to be Filed as Exhibits.

Exhibit 6

Agreement regarding the joint filing of this statement.

Page 13 of 16 Pages

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.

April 28, 2005	By:	/s/ Andrew H. Tisch

		Andrew H. Tisch

	By:	/s/ Daniel R. Tisch

		Daniel R. Tisch

	By:	/s/ James S. Tisch

		James S. Tisch

	By:	/s/ Thomas J. Tisch

		Thomas J. Tisch

	By:	/s/ Jessica S. Tisch

		Jessica S. Tisch

	By:	/s/ Benjamin Tisch

		Benjamin Tisch

	By:	/s/ Merryl H. Tisch

		Merryl H. Tisch

	By:	/s/ Thomas M. Steinberg

		Thomas M. Steinberg

Page 14 of 16 Pages

EXHIBIT INDEX

Exhibit 6

Agreement regarding the joint filing of this statement.

Page 15 of 16 Pages

AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Amendment to Schedule 13D dated April 28, 2005 relating to the Common Stock, no par value, of Cellegy Pharmaceuticals, Inc., are being filed with the Securities and Exchange Commission on behalf of each of them.

April 28, 2005	By:	/s/ Andrew H. Tisch

		Andrew H. Tisch

	By:	/s/ Daniel R. Tisch

		Daniel R. Tisch

	By:	/s/ James S. Tisch

		James S. Tisch

	By:	/s/ Thomas J. Tisch

		Thomas J. Tisch

	By:	/s/ Jessica S. Tisch

		Jessica S. Tisch

	By:	/s/ Benjamin Tisch

		Benjamin Tisch

	By:	/s/ Merryl H. Tisch

		Merryl H. Tisch

	By:	/s/ Thomas M. Steinberg

		Thomas M. Steinberg

Page 16 of 16 Pages