-----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, RRZwvj76+CcBodNUS6iY+D5+8Q9fHW4TfRvy1VUUATwH9planRWt7YbKbIUXUfsh vDt41O10lYL3WoGP5i4cmA== 0000891836-04-000078.txt : 20040213 0000891836-04-000078.hdr.sgml : 20040213 20040213104106 ACCESSION NUMBER: 0000891836-04-000078 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040213 GROUP MEMBERS: ANDREW H. TISCH GROUP MEMBERS: DANIEL R. TISCH GROUP MEMBERS: FELIX J. BAKER GROUP MEMBERS: JAMES S. TISCH GROUP MEMBERS: JULIAN C. BAKER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AUTOIMMUNE INC CENTRAL INDEX KEY: 0000879106 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 133489062 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44757 FILM NUMBER: 04595487 BUSINESS ADDRESS: STREET 1: 1199 MADIA STREET CITY: PASADENA STATE: CA ZIP: 91103 BUSINESS PHONE: 6267921235 MAIL ADDRESS: STREET 1: 128 SPRING STREET CITY: LEXINGTON STATE: MA ZIP: 02173 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TISCH THOMAS J CENTRAL INDEX KEY: 0001081916 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O B.L. BLOOM STREET 2: 667 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10021 BUSINESS PHONE: 2127521850 MAIL ADDRESS: STREET 1: 667 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10021 SC 13G/A 1 sc0035.htm SCHEDULE 13G, AMENDMENT NO. 7 SCHEDULE 13G, AMENDMENT NO. 6
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549



SCHEDULE 13G
Under the Securities Exchange Act of 1934


(Amendment No. 7)*

AUTOIMMUNE INC.
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
052776101
(CUSIP Number)
 
December 31, 2003
Date of Event Which Requires Filing of this Statement

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[_]

[X]

[_]
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 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 (“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 13 Pages




CUSIP NO.  052776101


1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Andrew H. Tisch
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  [  ]
(b)  [X]
3 SEC USE ONLY
  
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
PERSON
WITH
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
325,200
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
325,200
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
325,200
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.9%
12 TYPE OF REPORTING PERSON
IN

Page 2 of 13 Pages




CUSIP NO.  052776101


1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Daniel R. Tisch
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  [  ]
(b)  [X]
3 SEC USE ONLY
  
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
PERSON
WITH
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
325,200
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
325,200
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
325,200
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.9%
12 TYPE OF REPORTING PERSON
IN

Page 3 of 13 Pages




CUSIP NO.  052776101


1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
James S. Tisch
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  [  ]
(b)  [X]
3 SEC USE ONLY
  
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
PERSON
WITH
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
325,200
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
325,200
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
325,200
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.9%
12 TYPE OF REPORTING PERSON
IN

Page 4 of 13 Pages




CUSIP NO.  052776101


1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Thomas J. Tisch
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  [  ]
(b)  [X]
3 SEC USE ONLY
  
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
PERSON
WITH
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
325,200
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
325,200
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
325,200
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.9%
12 TYPE OF REPORTING PERSON
IN

Page 5 of 13 Pages




CUSIP NO.  052776101


1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Julian C. Baker
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  [  ]
(b)  [X]
3 SEC USE ONLY
  
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
PERSON
WITH
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
85,800
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
85,800
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
85,800
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
IN

Page 6 of 13 Pages




CUSIP NO.  052776101


1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Felix J. Baker
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  [  ]
(b)  [X]
3 SEC USE ONLY
  
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
PERSON
WITH
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
85,800
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
85,800
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
85,800
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
IN

Page 7 of 13 Pages



           This Amendment No. 7 to Schedule 13G amends and supplements the statement on Schedule 13G previously filed by Andrew H. Tisch and other entities and individuals with the Securities and Exchange Commission.

Item 1.   

(a) Name of Issuer  

AutoImmune Inc. (the “Issuer”)

(b) Address of Issuer’s Principal Executive Offices  

1199 Madia Street
Pasadena, California 91103

Item 2.   

(a) Name of Person Filing  

           This Schedule 13G is being filed jointly by Andrew H. Tisch, Daniel R. Tisch, James S. Tisch, Thomas J. Tisch, Julian C. Baker and Felix J. Baker (each, a “Reporting Person”).

(b) Address of Principal Business or, if none, Residence

           The addresses of the Reporting Persons are as follows

  Name Business Address
  Andrew H. Tisch 667 Madison Avenue
New York, New York 10021

  Daniel R. Tisch c/o TowerView LLC
500 Park Avenue
New York, New York 10021

  James S. Tisch 667 Madison Avenue
New York, New York 10021

  Thomas J. Tisch 667 Madison Avenue
New York, New York 10021

  Julian C. Baker 667 Madison Avenue, 17th Floor
New York, New York 10021

  Felix J. Baker 667 Madison Avenue, 17th Floor
New York, New York 10021



Page 8 of 13 pages



(c) Citizenship

           Each of Andrew H. Tisch, Daniel R. Tisch, James S. Tisch, Thomas J. Tisch, Julian C. Baker and Felix J. Baker is a United States citizen.

(d) Title of Class of Securities  

Common Stock, par value $0.01 per share (the “Common Stock”)

(e) CUSIP Number  

052776101

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:   N/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 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 association 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).

Item 4. Ownership

           Because of certain business and family relationships among the Reporting Persons, they are filing as if they constitute a group solely for informational purposes. By signing this statement, each Reporting Person agrees that this Statement is filed on his behalf. 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, as

Page 9 of 13 Pages



amended, or Rule 13d-5 thereunder. Each Reporting Person disclaims beneficial ownership of, or pecuniary interest in, any shares of Common Stock owned by any other Reporting Person, except to the extent that beneficial ownership or pecuniary interest is expressly reported herein.

           Set forth in the table below is the aggregate number of shares of Common Stock beneficially owned as of the date hereof by each of the following, together with the percentage of outstanding shares of Common Stock which is beneficially owned by each such person or entity.

        Name of                Amount and Nature of                % of Class
  Beneficial Owner             Beneficial Ownership              Outstanding(1)

Andrew H. Tisch (2)                   325,200                         1.9%
Daniel R. Tisch (2)                   325,200                         1.9%
James S. Tisch (2)                    325,200                         1.9%
Thomas J. Tisch (2)                   325,200                         1.9%
FBB Associates                         59,700                         0.4%
Baker/Tisch Investments, L.P.          13,050                         0.1%
Baker Bros. Investments, L.P.          13,050                         0.1%

Total                               1,386,600                         8.2%

(1) The ownership percentages set forth in the table above are based on 16,919,623 shares of Common Stock outstanding, as reported on the Issuer’s Form 10-Q for the fiscal quarter ended September 30, 2003.

(2) Includes shares held by the Reporting Person (a) in his individual capacity or (b) by a trust in which the Reporting Person is the trustee or beneficiary and has voting or investment control over the shares of Common Stock held by such trust.

           Julian C. Baker and Felix J. Baker, by virtue of their ownership of entities that have the power to control the investment decisions of Baker/Tisch Investments, L.P. and Baker Bros. Investments, L.P. may each be deemed to be beneficial owners of shares owned by such entities and may be deemed to have shared power to vote or direct the vote and to dispose or direct the disposition of such securities. Julian C. Baker and Felix J. Baker are also the sole partners of FBB Associates, a general partnership, and as such may be deemed to be beneficial owners of shares owned by FBB Associates and may be deemed to have shared power to vote or direct the vote and dispose or direct the disposition of those shares.

Item 5. Ownership of Five 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 [         ].


Page 10 of 13 Pages



Item 6. Ownership of More than Five Percent on Behalf of Another Person.

           N/A

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

           N/A

Item 8. Identification and Classification of Members of the Group

           N/A

Item 9. Notice of Dissolution of Group

           N/A

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 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.


Page 11 of 13 Pages



SIGNATURE

                After reasonable inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct.

February 5, 2004

  /s/ Andrew H. Tisch
 
  Andrew H. Tisch

  /s/ Daniel R. Tisch
 
  Daniel R. Tisch

  /s/ James S. Tisch
 
  James S. Tisch

  /s/ Thomas J. Tisch
 
  Thomas J. Tisch

  /s/ Julian C. Baker
 
  Julian C. Baker

  /s/ Felix J. Baker
 
  Felix J. Baker


Page 12 of 13 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 13G dated February 5, 2004 relating to the Common Stock, $0.01 par value per share, of AutoImmune 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.

February 5, 2004

  /s/ Andrew H. Tisch
 
  Andrew H. Tisch

  /s/ Daniel R. Tisch
 
  Daniel R. Tisch

  /s/ James S. Tisch
 
  James S. Tisch

  /s/ Thomas J. Tisch
 
  Thomas J. Tisch

  /s/ Julian C. Baker
 
  Julian C. Baker

  /s/ Felix J. Baker
 
  Felix J. Baker


Page 13 of 13 pages

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