UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 2)
Under the Securities Exchange Act of 1934
VIMRx Pharmaceuticals Inc.
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
927186 6
(CUSIP Number of Class of Securities)
Donald G. Drapkin
35 East 62nd Street
New York, New York 10021
(212) 572-8440
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Alan C. Myers, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-3000
June 21, 1996
(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 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 ( ).
Check the following box if a fee is being paid with this statement( ).
SCHEDULE 13D
CUSIP NO. 9271866
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ronald O. Perelman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)( )
(b)( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSU-
ANT TO ITEMS 2(d) or 2(e) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 999,999
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 999,999
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
999,999
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.0%
14 TYPE OF REPORTING PERSON*
IN
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Donald G. Drapkin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)( )
(b)( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSU-
ANT TO ITEMS 2(d) or 2(e) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 1,050,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,050,000
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5)
1,050,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.1%
14 TYPE OF REPORTING PERSON*
IN
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Irwin Engelman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)( )
(b)( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSU-
ANT TO ITEMS 2(d) or 2(e) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 99,999
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 99,999
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
99,999
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.2%
14 TYPE OF REPORTING PERSON*
IN
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Laurence D. Fink
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)( )
(b)( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSU-
ANT TO ITEMS 2(d) or 2(e) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 559,999
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 559,999
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.2%
14 TYPE OF REPORTING PERSON*
IN
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Howard Gittis
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)( )
(b)( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSU-
ANT TO ITEMS 2(d) or 2(e) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 450,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 450,000
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
450,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.9%
14 TYPE OF REPORTING PERSON*
IN
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard E. Halperin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)( )
(b)( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSU-
ANT TO ITEMS 2(d) or 2(e) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 24,999
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 24,999
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,999
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
less than 0.1%
14 TYPE OF REPORTING PERSON*
IN
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert and Fern Hurst Foundation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)( )
(b)( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSU-
ANT TO ITEMS 2(d) or 2(e) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF 99,999
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 99,999
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
99,999
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.2%
14 TYPE OF REPORTING PERSON*
00
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kenneth M. Jacobs
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)( )
(b)( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSU-
ANT TO ITEMS 2(d) or 2(e) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 39,999
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 39,999
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,999
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
less than 0.1%
14 TYPE OF REPORTING PERSON*
IN
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James R. Maher
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)( )
(b)( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSU-
ANT TO ITEMS 2(d) or 2(e) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 99,999
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 99,999
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
99,999
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.2%
14 TYPE OF REPORTING PERSON*
IN
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Linda G. Robinson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)( )
(b)( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSU-
ANT TO ITEMS 2(d) or 2(e) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 199,999
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 199,999
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
199,999
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.4%
14 TYPE OF REPORTING PERSON*
IN
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lindsay A. Rosenwald
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)( )
(b)( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSU-
ANT TO ITEMS 2(d) or 2(e) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 2,100,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 2,100,000
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,100,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
4.1%
14 TYPE OF REPORTING PERSON*
IN
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stephen H. Sands
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)( )
(b)( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSU-
ANT TO ITEMS 2(d) or 2(e) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 9,999
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 9,999
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,999
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
less than 0.1%
14 TYPE OF REPORTING PERSON*
IN
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Barry F. Schwartz
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)( )
(b)( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSU-
ANT TO ITEMS 2(d) or 2(e) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 99,999
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 99,999
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
99,999
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.2%
14 TYPE OF REPORTING PERSON*
IN
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Todd J. Slotkin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)( )
(b)( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSU-
ANT TO ITEMS 2(d) or 2(e) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 49,999
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 49,999
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,999
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.1%
14 TYPE OF REPORTING PERSON*
IN
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bruce Slovin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)( )
(b)( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSU-
ANT TO ITEMS 2(d) or 2(e) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 99,999
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 99,999
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
99,999
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.2%
14 TYPE OF REPORTING PERSON*
IN
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joseph H. Flom
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)( )
(b)( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSU-
ANT TO ITEMS 2(d) or 2(e) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 49,999
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 49,999
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,999
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.1%
14 TYPE OF REPORTING PERSON*
IN
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kenneth Lerer
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)( )
(b)( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSU-
ANT TO ITEMS 2(d) or 2(e) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 24,999
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 24,999
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,999
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
less than 0.1%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This Amendment No. 2 amends the Statement on
Schedule 13D dated March 29, 1996, as amended (the "Schedule
13D"), filed by the persons named therein (the "Reporting
Persons") relating to the Common Stock, par value $.001 per
share (the "Common Stock"), of VIMRx Pharmaceuticals Inc., a
Delaware corporation (the "Company"). Capitalized terms
used and not defined herein shall have their respective
meanings as set forth in the Schedule 13D.
Item 5 Interest in Securities of the Issuer.
Item 5 is amended as follows:
(a), (c) On June 21, 1996, the closing (the Closing )
of the sale of the shares (the "Shares") and warrants (the
"Warrants") pursuant to the Subscription and Registration
Rights Agreeement dated March 21, 1996 by and among the
Company and the subscribers therein (the "Subscription
Agreement") occurred. The following sets forth the number
of Shares and Warrants each Reporting Person has acquired
pursuant to the Subscription Agreement and all other shares
of Common Stock (the "Other Shares") beneficially owned by
the Reporting Person, and the percentage of the outstanding
shares of Common Stock (which is based upon the 50,930,042
shares of Common Stock outstanding as reported in the
Company's Form 10-C dated June 24, 1996), represented by
such Shares, Warrants and Other Shares: i) Ronald O.
Perelman, 666,666 Shares, 333,333 Warrants, no Other Shares
and 2.0%; ii) Donald G. Drapkin, 1,050,000 Other Shares
consisting of 200,000 shares of Common Stock currently held,
50,000 shares of Common Stock purchasable under currently
exercisable options and 800,000 shares of Common Stock
purchasable under other options and 2.1%; iii) Irwin
Engelman, 66,666 Shares, 33,333 Warrants, no Other Shares
and 0.2%; iv) Laurence D. Fink, 333,333 Shares, 166,666
Warrants, 60,000 Other Shares and 1.2%; v) Howard Gittis,
300,000 Shares, 150,000 Warrants, no Other Shares and 0.9%;
vi) Richard E. Halperin, 16,666 Shares, 8,333 Warrants, no
Other Shares and less than 0.1%; vii) the Robert and Fern
Foundation, 66,666 Shares, 33,333 Warrants, no Other Shares
and 0.2%; viii) Kenneth M. Jacobs, 26,666 Shares, 13,333
Warrants, no Other Shares and less than 0.1%; ix) James R.
Maher, 66,666 Shares, 33,333 Warrants, no Other Shares and
0.2%; x) Linda G. Robinson, 133,333 Shares, 66,666 Warrants,
no Other Shares and 0.4%; xi) Lindsay A. Rosenwald, no
Shares, no Warrants, 2,100,000 Other Shares and 4.1%; xii)
Stephen H. Sands, 6,666 Shares, 3,333 Warrants, no Other
Shares and less than 0.1%; xiii) Barry F. Schwartz, 66,666
Shares, 33,333 Warrants, no Other Shares and 0.2%; xiv) Todd
J. Slotkin, 33,333 Shares, 16,666 Warrants, no Other Shares
and 0.1%; xv) Bruce Slovin, 66,666 Shares, 33,333 Warrants,
no Other Shares and 0.2%; xvi) Joseph H. Flom, 33,333
Shares, 16,666 Warrants, no Other Shares and 0.1%; and xvii)
Kenneth Lerer, 16,666 Shares, 8,333 Warrants, no Other
Shares and less than 0.1%.
As a result of the Closing, the group formed solely for
the purpose of purchasing the Shares and Warrants pursuant
to the Subscription Agreement (the "Group") was terminated.
(b) Not applicable.
(c) As a result of the termination of the Group on
June 21, 1996, the date of the Closing, each of the Report-
ing Persons ceased to beneficially own more than 5% of the
outstanding shares of Common Stock.
SIGNATURES
After due inquiry and to the best of the
undersigned's knowledge and belief, each of the undersigned
certifies that the information set forth in this statement
is true, complete and correct.
Dated: June 26, 1996
*
-----------------------
(Ronald O. Perelman)
/s/ Donald G. Drapkin
------------------------
(Donald G. Drapkin)
*
-----------------------
(Irwin Engelman)
*
-----------------------
(Laurence D. Fink)
*
-----------------------
(Howard Gittis)
*
-----------------------
(Richard E. Halperin)
ROBERT AND FERN HURST
FOUNDATION
*
-----------------------
*
-----------------------
(Kenneth M. Jacobs)
*
-----------------------
(James R. Maher)
*
-----------------------
(Linda G. Robinson)
*
-----------------------
(Lindsay A. Rosenwald)
*
-----------------------
(Stephen H. Sands)
*
-----------------------
(Barry F. Schwartz)
*
-----------------------
(Todd J. Slotkin)
*
-----------------------
(Bruce Slovin)
*
-----------------------
(Joseph H. Flom)
*
-----------------------
(Kenneth Lerer)
* Donald G. Drapkin, by signing his name hereto, does
hereby execute this Statement on Schedule 13D on behalf
of the persons indicated above by asterisks, pursuant
to the Joint Filing Agreement executed by each person
and filed as an exhibit to this Statement on Schedule
13D.
By:/s/Donald G. Drapkin
-------------------------
(Donald G. Drapkin)
