-----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, KlbN4nW6vYxhXeQOU2f8Ryv3asKcWhDtAV0fErA+4Kc8NZMCQorFEPL4STQxe3x3 UZg0T9ROBclOWzhz1NIZjQ== /in/edgar/work/20000815/0000941655-00-000028/0000941655-00-000028.txt : 20000922 0000941655-00-000028.hdr.sgml : 20000921 ACCESSION NUMBER: 0000941655-00-000028 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000815 GROUP MEMBERS: JOSHUA RUCH GROUP MEMBERS: RHO MANAGEMENT CO INC GROUP MEMBERS: RHO MANAGEMENT TRUST II GROUP MEMBERS: RHO MANAGEMENT TRUST IV SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: 3 DIMENSIONAL PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000914201 STANDARD INDUSTRIAL CLASSIFICATION: [2834 ] IRS NUMBER: 232716487 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-59449 FILM NUMBER: 703555 BUSINESS ADDRESS: STREET 1: 665 STOCKTON DRIVE STREET 2: SUITE 104 CITY: EXTON STATE: PA ZIP: 19341 BUSINESS PHONE: 6104588959 MAIL ADDRESS: STREET 1: 665 STOCKTON DRIVE STREET 2: SUITE 104 CITY: EXTON STATE: PA ZIP: 19341 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RHO MANAGEMENT CO INC CENTRAL INDEX KEY: 0001020455 STANDARD INDUSTRIAL CLASSIFICATION: [ ] IRS NUMBER: 133087622 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2127516677 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G 1 0001.txt SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* 3-Dimensional Pharmaceuticals, Inc. ----------------------------------------- (Name of Issuer) Common Stock, $0.001 par value ----------------------------------------- (Title of Class of Securities) 88554W104 ----------------------------------------- (CUSIP Number) August 4, 2000 ----------------------------------------- (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. 88554W104 1 NAME OF REPORTING PERSON I.R.S. Identification No. of above person (entities only). Rho Management Company, Inc. 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 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 2,723,279 Shares (includes warrants to purchase preferred stock convertible into 476,829 Shares) 6 SHARED VOTING POWER 0 Shares 7 SOLE DISPOSITIVE POWER 2,723,279 Shares (includes warrants to purchase preferred stock convertible into 476,829 Shares) 8 SHARED DISPOSITIVE POWER 0 Shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,723,279 Shares (includes warrants to purchase preferred stock convertible into 476,829 Shares) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.8% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO CUSIP No. 88554W104 1 NAME OF REPORTING PERSON I.R.S. Identification No. of above person (entities only). Rho Management Trust II 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 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 0 Shares 6 SHARED VOTING POWER 2,639,946 Shares (includes warrants to purchase preferred stock convertible into 476,829 Shares) 7 SOLE DISPOSITIVE POWER 0 Shares 8 SHARED DISPOSITIVE POWER 2,639,946 Shares (includes warrants to purchase preferred stock convertible into 476,829 Shares) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,639,946 Shares (includes warrants to purchase preferred stock convertible into 476,829 Shares) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.3% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO CUSIP No. 88554W104 1 NAME OF REPORTING PERSON I.R.S. Identification No. of above person (entities only). Rho Management Trust IV 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 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 0 Shares 6 SHARED VOTING POWER 83,333 Shares 7 SOLE DISPOSITIVE POWER 0 Shares 8 SHARED DISPOSITIVE POWER 83,333 Shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 83,333 Shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.4% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO CUSIP No. 88554W104 1 NAME OF REPORTING PERSON I.R.S. Identification No. of above person (entities only). Joshua Ruch 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of South Africa NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 597 Shares 6 SHARED VOTING POWER 2,723,279 Shares (includes warrants to purchase preferred stock convertible into 476,829 Shares) 7 SOLE DISPOSITIVE POWER 597 Shares 8 SHARED DISPOSITIVE POWER 2,723,279 Shares (includes warrants to purchase preferred stock convertible into 476,829 Shares) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,723,876 Shares (includes warrants to purchase preferred stock convertible into 476,829 Shares) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.8% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN This Statement on Schedule 13G relates to shares of Common Stock (the "Shares") of 3-Dimensional Pharmaceuticals, Inc. (the "Company") held for the accounts of Rho Management Trust II and Rho Management Trust IV, of which Rho Management Company, Inc. and Joshua Ruch may be deemed beneficial owners as set forth herein. Item 1(a) Name of issuer: 3-Dimensional Pharmaceuticals, Inc., a Delaware (the "Company"). Item 1(b) Address of issuer's principal executive offices: Eagleview Corporate Center, 665 Stockton Drive, Suite 104, Exton, Pennsylvania 19341. Item 2. Identity of Persons Filing. (a) This Statement is being filed by Rho Management Company Inc. ("Rho"), a New York corporation, Rho Management Trust II, a New York grantor trust, Rho Management Trust IV, a New York grantor trust (collectively, with Rho Management Trust II, the "Trusts"), and Joshua Ruch. Rho is investment advisor to the Trusts, which are the registered owners of the Shares reported by Trusts. Joshua Ruch is the controlling stockholder of Rho. (b)-(c) Rho is a New York corporation, with its address at 152 West 57th Street, 23rd Floor, New York, New York 10019. Each Trust is a New York grantor trust, with its address at 152 West 57th Street, 23rd Floor, New York, New York 10019. The trustee of the Trusts is William F. Indoe, Esq., whose address is Sullivan & Cromwell, 125 Broad Street, New York, New York 10004. Mr. Ruch is a citizen of the Republic of South Africa, with his address c/o Rho, 152 West 57th Street, 23rd Floor, New York, New York 10019. 2(d) Title of class of securities: Common Stock 2(e) CUSIP No.: 88554W104 Item 3. If this statement is filed pursuant to Rule 13d-1(b) or Rule 13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act. (b) [ ] Bank as defined in section 3(a)(6) of the Exchange Act. (c) [ ] Insurance company as defined in section 3(a)(19) of the Exchange Act. (d) [ ] Investment company registered under section 8 of the Investment Company Act. (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act; (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box. [x] Item 4. Ownership See cover page for each reporting person. As controlling stockholder of Rho, Mr. Ruch may also be deemed the beneficial owner of the Shares reported hereby. Other than Shares in which he has a pecuniary interest, Mr. Ruch disclaims beneficial ownership of the Shares reported by this Statement. Item 5. Ownership of 5 Percent or Less of a Class. If this statement is being filed to report the 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, check the following: [ ] Item 6. Ownership of More than 5 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. Certifications 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 the 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: August 15, 2000. RHO MANAGEMENT COMPANY, INC. By: /s/ Joshua Ruch -------------------------- Name: Joshua Ruch Title: President RHO MANAGEMENT TRUST II By: RHO MANAGEMENT COMPANY, INC. As Investment Advisor By: /s/ Joshua Ruch -------------------------- Name: Joshua Ruch Title: President RHO MANAGEMENT TRUST IV By: RHO MANAGEMENT COMPANY, INC. As Investment Advisor By: /s/ Joshua Ruch -------------------------- Name: Joshua Ruch Title: President JOSHUA RUCH /s/ Joshua Ruch -------------------------- Name: Joshua Ruch EX-99 2 0002.txt EXHIBIT A - JOINT FILING AGREEMENT EXHIBIT A JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto, and any filing on Schedule 13D relating to the same investment) with respect to the shares of common stock, par value $0.001 per share, of 3-Dimensional Pharmaceuticals, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement. Dated: August 15, 2000. RHO MANAGEMENT COMPANY, INC. By: /s/ Joshua Ruch -------------------------- Name: Joshua Ruch Title: President RHO MANAGEMENT TRUST II By: RHO MANAGEMENT COMPANY, INC. As Investment Advisor By: /s/ Joshua Ruch -------------------------- Name: Joshua Ruch Title: President RHO MANAGEMENT TRUST IV By: RHO MANAGEMENT COMPANY, INC. As Investment Advisor By: /s/ Joshua Ruch -------------------------- Name: Joshua Ruch Title: President JOSHUA RUCH /s/ Joshua Ruch -------------------------- Name: Joshua Ruch -----END PRIVACY-ENHANCED MESSAGE-----