-----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, RWEbNIO40eJ1kwEVtLnVMlMEl2MGpnqTd9TVzzx+FhF2QdvDcGqew6+bdxyV1q65 NZAATdV3IH4WG1Qk6xNwVw== 0000919574-97-001162.txt : 19971205 0000919574-97-001162.hdr.sgml : 19971205 ACCESSION NUMBER: 0000919574-97-001162 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971204 SROS: NASD 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 13D/A SEC ACT: SEC FILE NUMBER: 005-44757 FILM NUMBER: 97732597 BUSINESS ADDRESS: STREET 1: 128 SPRING ST CITY: LEXINGTON STATE: MA ZIP: 02173 BUSINESS PHONE: 6178600710 MAIL ADDRESS: STREET 1: 128 SPRING STREET CITY: LEXINGTON STATE: MA ZIP: 02173 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARMEN GARO H CENTRAL INDEX KEY: 0000935679 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 135 EAST 57TH ST CITY: NEW YORK STATE: NY ZIP: 10022 MAIL ADDRESS: STREET 1: 630 FIFTH AVENUE STREET 2: SUITE 918 CITY: NEW YORK STATE: NY ZIP: 10111 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Name of Issuer: Autoimmune Inc. Title of Class of Securities: Common Stock, par value $.01 CUSIP Number: 052776101 (Name, Address and Telephone Number of Person Authorized To Receive Notices and Communications) Garo H. Armen c/o Armen Partners, L.P. 630 Fifth Avenue, Suite 2100 New York, New York 10111 (Date of Event which Requires Filing of this Statement) 11/20/97 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 Rule 13d-1(b)(3) or (4), check the following box [ ]. *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. 052776101 1. Name of Reporting Person I.R.S. Identification No. of Above Person Garo H. Armen 2. Check the appropriate box if a member of a group a. b. 3. SEC Use Only 4. SOURCE OF FUNDS AF, PF 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) of 2(e) 6. Citizenship or Place of Organization U.S. 7. Sole Voting Power 8. Shared Voting Power 1,058,600 9. Sole Dispositive Power 10. Shared Dispositive Power 1,058,600 2 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,058,600 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13. Percent of Class Represented by Amount in Row (11) 6.46% 14. Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 This Amendment No. 1 to Schedule 13D relating to shares of common stock (the "Common Stock") of Autoimmune Inc. ("Autoimmune") is being filed on behalf of Dr. Garo H. Armen to report a material change in his beneficial ownership of Common Stock. Item 1. SECURITY AND ISSUER No change. Item 2. IDENTITY AND BACKGROUND No change. Item 3. Source and Amount of Funds or Other Consideration As of the date hereof, Dr. Armen is deemed to beneficially own 1,058,600 shares of Common Stock. The Common Stock is held by (i) Armen Partners, L.P. (the "Partnership"), an investment limited partnership, of which Dr. Armen is a general partner and the managing partner, (ii) Armen Partners Offshore Fund, Ltd. (the "Fund"), an offshore investment fund, for which Armen Capital Management Corp., a corporation of which Dr. Armen is the principal, serves as investment manager, and (iii) GHA Management Corporation (the "Corporation"), a corporation wholly-owned by Dr. Armen. The funds for the purchase of the Common Stock held by the Partnership came from capital contributions to the Partnership by its general and limited partners. The funds for the purchase of Common Stock held by the Fund came from contributions by the Fund's shareholders. The funds for the purchase of the Common Stock held by the Corporation came from Dr. Armen's personal 4 funds. Leverage was not used to effect the purchases of Common Stock. Item 4. PURPOSE OF TRANSACTION No change. Item 5. INTEREST IN SECURITIES OF THE ISSUER As of the date hereof, Dr. Armen is deemed to be the beneficial owner of 1,058,600 shares of Common Stock of Autoimmune. Based on Autoimmune's most recent Form 10-Q filing dated November 10, 1997, as of October 31, 1997 there were 16,392,896 shares of Common Stock of Autoimmune outstanding. Therefore, Dr. Armen beneficially owns approximately 6.46% of the outstanding shares of Common Stock. Dr. Armen has the power to vote and dispose of or direct the disposition and direct the vote of all of the shares of Common Stock of which he is currently deemed to beneficially own. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER No change. Item 7. Material to be Filed as Exhibits Attached hereto as Exhibit A is a description of the transactions in the shares of Autoimmune that were effected by the reporting person during the past 60 days. 5 Signature The undersigned, after reasonable inquiry and to the best of his knowledge and belief, certifies that the information set forth in this statement is true, complete and correct. December 4, 1997 /s/ Garo H. Armen Garo H. Armen 6 00875001.AK6 EXHIBIT A SCHEDULE OF TRANSACTIONS Shares Acquired Price Per Share Date or (Sold) (Excluding Commissions) 9/24/97 10,125 $2.750 9/30/97 54,600 2.774 10/31/97 39,000 3.065 11/19/97 22,500 2.749 11/20/97 50,000 2.750 11/28/97 42,500 2.844 7 00875001.AK6 -----END PRIVACY-ENHANCED MESSAGE-----