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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 5)*
BioTime, Inc.
(Name of Issuer)
Common Shares, no par value
(Title of Class of Securities)
09066L105
(CUSIP Number)
Paul Segall and Judith Segall
935 Pardee Street, Berkeley, California 94710; (510) 845-9535
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
March 9, 1999
(Date of Event which Requires Filing 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 ss.ss.240.13d-1(e), 240.13d-1(f), or 240.13d-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 ss.240.13d-7(b) 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.
Page 1 of 7 Pages
CUSIP No. 09066L105
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
Paul Segall
2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ ]
3) SEC Use Only
4) Source of Funds (See Instructions)
PF; OO
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization
U.S.A.
7) Sole Voting Power
Number of 543,245
Shares
Beneficially 8) Shared Voting Power
Owned by 0
Each
Reporting 9) Sole Dispositive Power
Person With 543,245
10) Shared Dispositive Power
0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
745,408
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11)
6.9%
14) Type of Reporting Person (See Instructions)
IN
Page 2 of 7 Pages
CUSIP No. 09066L105
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
Judith Segall
2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ ]
3) SEC Use Only
4) Source of Funds (See Instructions)
PF; OO
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization
U.S.A.
7) Sole Voting Power
Number of 202,163
Shares
Beneficially 8) Shared Voting Power
Owned by 0
Each
Reporting 9) Sole Dispositive Power
Person With 202,163
10) Shared Dispositive Power
0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
745,408
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11)
6.9%
14) Type of Reporting Person (See Instructions)
IN
Page 3 of 7 Pages
Item 1. Security and Issuer
The class of equity securities to which this schedule relates is Common
Shares, no par value (the "Common Shares"), of BioTime, Inc., a California
corporation (the "Company"). The Company has its principal executive offices at
935 Pardee Street, Berkeley, California 94710.
This schedule is being filed pursuant to Section 13(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules
and regulations promulgated thereunder.
Item 2. Identity and Background
(a) The names of the persons filing this schedule are Paul Segall and Judith
Segall.
(b) The business address of Paul Segall and Judith Segall is 935 Pardee
Street, Berkeley, California 94710.
(c) Paul Segall is currently the Chairman and Chief Executive Officer of
BioTime, Inc., 935 Pardee Street, Berkeley, California 94710.
Judith Segall is currently the Vice President and Secretary of
BioTime, Inc.
(d) Paul Segall and Judith Segall have not been convicted during the last
five years in a criminal proceeding, excluding traffic violations or
similar misdemeanors.
(e) Neither Paul Segall nor Judith Segall has been a party during the last
five years to any civil proceeding of a judicial or administrative body
of competent jurisdiction, and neither of them has, as a result of such
a proceeding, been 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) Both Paul Segall and Judith Segall are citizens of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration
The source of funds used by Paul Segall and Judith Segall to purchase
their Common Shares includes both personal funds and borrowed funds.
Paul Segall and Judith Segall have each executed a Customer Agreement
with NationsBanc Montgomery Securities and a related Representation Letter
pursuant to which they may borrow funds from time time. On February 12, 1999,
the Company distributed subscription rights pro rata to its shareholders (the
"Rights Offer"). During March 1999, Mr. and Mrs. Segall borrowed approximately
$252,213 and $93,853, respectively, from NationsBanc Montgomery Securities for
the purpose of exercising the subscription rights that were distributed to them
by the Company in the Rights Offer.
Page 4 of 7 Pages
Mr. and Mrs. Segall have pledged all of their Common Shares as
collateral for such loans and have agreed not sell any Common Shares of the
Company while their margin loans are secured by their Common Shares. A copy of
each of the aforesaid Customer Agreements and Representation Letters has
previously been filed as an Exhibit to this Schedule 13D and each is
incorporated herein by reference.
Item 4. Purpose of Transaction
These securities were purchased for investment. Mr. and Ms. Segall may
acquire additional Common Shares or sell all or some of their Common Shares
based upon market and economic circumstances.
Mr. Segall is the Chairman and Chief Executive Officer of the Company,
and Judith Segall is a Vice President and the Secretary of the Company. Both are
also directors of the Company. In their capacity as officers and directors, they
will participate in the management of the Company.
Mr. and Ms. Segall do not have any current plans or proposals which
relate to or would result in (i) an extraordinary corporate transaction, such as
a merger, reorganization or liquidation of the Company; (ii) a sale or transfer
of a material amount of assets of the Company; (iii) any change in the present
board of directors or management of the Company, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the board; (iv) any material change in the present capitalization
or dividend policy of the Company; (v) any other material change in the
Company's business or corporate structure; (vi) any change in the Company's
Articles of Incorporation or Bylaws or other action which may impede the
acquisition of control of the Company by any person; (vii) causing any class of
the Company's securities 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) any of the Company's equity
securities becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Exchange Act; or (ix) any action similar to any of those
enumerated above.
Item 5. Interest in Securities of the Issuer
(a) Paul Segall directly owns 543,245 Common Shares, which constitute
approximately 5.03% of the 10,804,733 Common Shares outstanding on March 24,
1999. Judith Segall directly owns 202,163 Common Shares, which constitute
approximately 1.87% of the 10,804,733 Common Shares outstanding on March 24,
1999. The forgoing number of outstanding Common Shares is based upon information
provided by the Company in its Transition Report on Form 10-K for the period
ending December 31, 1998, as filed with the Securities and Exchange Commission.
Page 5 of 7 Pages
(b) Mr. and Mrs. Segall both have the sole power to vote and to direct
the vote, and the sole power to dispose and to direct the disposition, with
respect to the shares held in their respective names.
(c) On or about March 9, 1999, Paul Segall purchased 25,868 Common
Shares, and Judith Segall purchased 9,626 Common Shares, a price of $9.75 per
share, through the exercise of subscription rights distributed to them by the
Company in the Rights Offer. The total number of Common Shares acquired by Mr.
and Mrs. Segall in the Rights Offer is less than 1% of the outstanding number of
Common Shares before the Rights Offer.
(d) Mr. and Ms. Segall both have the sole power to vote and to direct
the vote, and the sole power to dispose and to direct the disposition, with
respect to the shares held in their respective names. No other person is known
to have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, their Common Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Paul Segall and Judith Segall are husband and wife and may consult with
each other or act jointly with respect to (a) voting Common Shares held in their
respective names, (b) acquiring additional Common Shares, and (c) disposing of
Common Shares held in their respective names. To the extent that the Common
Shares constitute community property under California law, each spouse may have
the right to dispose of one-half of the shares constituting community property
held by the other spouse.
Item 7. Material to Be Filed as Exhibits
None
Page 6 of 7 Pages
Signature
After reasonable inquiry and to the best of our knowledge we certify
that the information set forth in the statement is true, complete and correct.
/s/Paul Segall
Dated: April 6, 1999 ____________________________________
Paul Segall
/s/Judith Segall
Dated: April 6, 1999 ____________________________________
Judith Segall
Page 7 of 7 Pages