SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
RIBI IMMUNOCHEM RESEARCH, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
762553105
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(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*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).
(Continued on following pages(s))
<PAGE>
SCHEDULE 13G/A
CUSIP NO.762553105
- --------------------------------------------------------------------------------
1) Name of Reporting Person
S.S. or I.R.S Identification No. of Above Person
AMERINDO INVESTMENT ADVISORS INC., a California corporation and AMERINDO
INVESTMENT ADVISORS, INC., a Panama corporation, ALBERTO W. VILAR and
GARY A. TANAKA, who disaffirm the existence of any group and who are
sometimes collectively referred to as the "Reporting Persons."
- --------------------------------------------------------------------------------
2) Check the Appropriate Box (a)
if a Member of a Group
(See Instructions) (b)
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Citizenship or Place of Organization
See Item 4 of separate cover pages for Reporting Persons
- --------------------------------------------------------------------------------
Number of Shares (5) Sole Voting Power None
Beneficially Owned
by Each Reporting (6) Shared Voting Power
Person with
1,925,000 shares in the aggregate for all Reporting
Persons and as to all of which beneficial ownership
is disclaimed
(7) Sole Dispositive Power None
(8) Shared Dispositive Power
1,925,000 shares in the aggregate for all Reporting
Persons and as to all of which beneficial ownership
is disclaimed
- -------------------------------------------------------------------------------
9) Aggregate Amount Beneficially
Owned by Each Reporting Person
1,925,000 shares in the aggregate for all Reporting Persons and as to
all of which beneficial ownership is disclaimed
- --------------------------------------------------------------------------------
10) Check if the Aggregate Amount [X]
in Row 9 Excludes Certain
Shares (See Instructions)
- --------------------------------------------------------------------------------
11) Percent of Class Represented
by Amount in Row 9 10.2%
- --------------------------------------------------------------------------------
12) Type of Reporting Person IA
(See Instructions)
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13G/A
CUSIP NO. 762553105
- --------------------------------------------------------------------------------
1) Name of Reporting Person
S.S. or I.R.S Identification
No. of Above Person
AMERINDO INVESTMENT ADVISORS INC.
- --------------------------------------------------------------------------------
2) Check the Appropriate Box (a)
if a Member of a Group
(See Instructions) (b)
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Citizenship or Place of Organization
California
- --------------------------------------------------------------------------------
Number of Shares (5) Sole Voting Power None
Beneficially Owned
by Each Reporting (6) Shared Voting Power
Person with
1,895,000 shares, as to all of which beneficial
ownership is disclaimed
(7) Sole Dispositive Power None
(8) Shared Dispositive Power
1,895,000 shares, as to all of which beneficial
ownership is disclaimed
- -------------------------------------------------------------------------------
9) Aggregate Amount Beneficially
Owned by Each Reporting Person
1,895,000 shares, as to all of which beneficial ownership is
disclaimed
- --------------------------------------------------------------------------------
10) Check if the Aggregate Amount [X]
in Row 9 Excludes Certain
Shares (See Instructions)
- --------------------------------------------------------------------------------
11) Percent of Class Represented
by Amount in Row 9 10%
- --------------------------------------------------------------------------------
12) Type of Reporting Person IA
(See Instructions)
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13G
CUSIP NO. 762553105
- --------------------------------------------------------------------------------
1) Name of Reporting Person
S.S. or I.R.S Identification
No. of Above Person
AMERINDO INVESTMENT ADVISORS, INC.
- --------------------------------------------------------------------------------
2) Check the Appropriate Box (a)
if a Member of a Group
(See Instructions) (b)
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Citizenship or Place of Organization
Panama
- --------------------------------------------------------------------------------
Number of Shares (5) Sole Voting Power None
Beneficially Owned
by Each Reporting (6) Shared Voting Power
Person with
30,000 shares, as to all of which beneficial
ownership is disclaimed
(7) Sole Dispositive Power None
(8) Shared Dispositive Power
30,000 shares, as to all of which beneficial
ownership is disclaimed
- -------------------------------------------------------------------------------
9) Aggregate Amount Beneficially
Owned by Each Reporting Person
30,000 shares, as to all of which beneficial ownership is disclaimed
- --------------------------------------------------------------------------------
10) Check if the Aggregate Amount [X]
in Row 9 Excludes Certain
Shares (See Instructions)
- --------------------------------------------------------------------------------
11) Percent of Class Represented 0.2%
by Amount in Row 9
- --------------------------------------------------------------------------------
12) Type of Reporting Person IA
(See Instructions)
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13G/A
CUSIP NO. 762553105
- --------------------------------------------------------------------------------
1) Name of Reporting Person
S.S. or I.R.S Identification
No. of Above Person
ALBERTO W. VILAR
- --------------------------------------------------------------------------------
2) Check the Appropriate Box (a)
if a Member of a Group
(See Instructions) (b)
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Citizenship or Place of Organization
United States
- --------------------------------------------------------------------------------
Number of Shares (5) Sole Voting Power None
Beneficially Owned
by Each Reporting (6) Shared Voting Power
Person with
1,895,000 shares, as to all of which beneficial
ownership is disclaimed
(7) Sole Dispositive Power None
(8) Shared Dispositive Power
1,895,000 shares, as to all of which beneficial
ownership is disclaimed
- -------------------------------------------------------------------------------
9) Aggregate Amount Beneficially
Owned by Each Reporting Person
1,895,000 shares, as to all of which beneficial ownership is disclaimed
- --------------------------------------------------------------------------------
10) Check if the Aggregate Amount [X]
in Row 9 Excludes Certain
Shares (See Instructions)
- --------------------------------------------------------------------------------
11) Percent of Class Represented 10.0%
by Amount in Row 9
- --------------------------------------------------------------------------------
12) Type of Reporting Person IA
(See Instructions)
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13G
CUSIP NO. 762553105
- --------------------------------------------------------------------------------
1) Name of Reporting Person
S.S. or I.R.S Identification
No. of Above Person
GARY A. TANAKA
- --------------------------------------------------------------------------------
2) Check the Appropriate Box (a)
if a Member of a Group
(See Instructions) (b)
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Citizenship or Place of Organization
United States
- --------------------------------------------------------------------------------
Number of Shares (5) Sole Voting Power None
Beneficially Owned
by Each Reporting (6) Shared Voting Power
Person with
1,895,000 shares, as to all of which beneficial
ownership is disclaimed
(7) Sole Dispositive Power None
(8) Shared Dispositive Power
1,895,000 shares, as to all of which beneficial
ownership is disclaimed
- -------------------------------------------------------------------------------
9) Aggregate Amount Beneficially
Owned by Each Reporting Person
1,895,000 shares, as to all of which beneficial ownership is disclaimed
- --------------------------------------------------------------------------------
10) Check if the Aggregate Amount [X]
in Row 9 Excludes Certain
Shares (See Instructions)
- --------------------------------------------------------------------------------
11) Percent of Class Represented 10.0%
by Amount in Row 9
- --------------------------------------------------------------------------------
12) Type of Reporting Person IA
(See Instructions)
- --------------------------------------------------------------------------------
<PAGE>
Item 1.
- ------
(a) The Name of issuer as to whose securities this statment relates is
Ribi ImmunoChem Research, Inc. (the "Issuer").
(b) The address of Issuer's principal place of business is
553 Old Corvallis Road, Hamilton, MT 59840.
Item 2.
- ------
(a-c) This statement is being filed by Amerindo Investment Advisors
Inc., a California corporation whose principal executive offices
are located at One Embarcadero Center, Suite 2300, San Francisco,
California, 94111 ("Amerindo") and Amerindo Investment Advisors,
Inc., a Panama corporation, whose principal executive offices are
located at Edificio Sucre, Calle 48 Este, Bella Vista, Apartado
6277, Panama 5, Panama, Alberto W. Vilar and Gary A. Tanaka
(sometimes hereinafter collectively referred to as the "Reporting
Persons"). Although this statement is being made jointly by the
Reporting Persons, each of them expressly disaffirms membership
in any group under Rule 13d-5 under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), or otherwise. Amerindo
and Amerindo Panama are sometimes hereinafter collectively
referred to as the "Advisor Entities."
Each of the Advisor Entities is an investment advisor, and
all of the subject securities have been purchased by the Advisor
Entities in the ordinary course of their respective businesses as
investment advisors and not with the purpose of effecting
changing or influencing the control of the issuer or in
connection with or as a participant in any transaction having
such purpose or effect, including any transaction subject to Rule
13d-3(b) under the Exchange Act. Amerindo is registered as an
investment advisor under the Investment Advisors Act of 1940, as
amended. Messrs. Vilar and Tanaka are the sole shareholders and
directors of each of the Advisor Entities. Because each of the
Reporting Persons is obligated to act in the best interests of
its respective clients and in accordance with the respective
mandates of those clients, there is no agreement between or among
any of the Reporting Persons to act together with respect to the
issuer or its securities, except that they may, from time to time
and provided that transactions are otherwise being effected at
the same time, aggregate orders for client accounts in order to
receive more favorable trading terms.
(d-e) This statement is being filed as to the Common Stock of Ribi
ImmunoChem Research, Inc., Cusip Number 762553105.
<PAGE>
Item 3.
- -------
(a-g) Inapplicable.
(h) This statement is being filed jointly by the Reporting Persons,
although each of them expressly disaffirms membership in any group under
Rule 13d-5 under the Exchange Act.
Item 4. Ownership.
- ------ ---------
(a-c) The following table sets forth for each of the Advisor Entities
the aggregate number of shares of the Common Stock of the Issuer
beneficially owned by such person as of December 31, 1995, and the
percentage which such shares constitute of the total number of shares
outstanding, as reflected on the Issuer's Form 10-Q for the quarter ended
September 30, 1995 (with beneficial ownership determined as set forth in
Rule 13d-3 under the Exchange Act, but with beneficial ownership being
expressly disclaimed). Messrs. Vilar and Tanaka, as the sole shareholders
and directors of the Advisor Entities, share with each other investment and
dispositive power as to all of the shares shown as owned by the Advisor
Entities, who otherwise have sole investment and dispositive power with
respect thereto, except that each client of the Advisor Entities has the
unilateral right to terminate the advisory agreement with the Advisor
Entity in question on notice which typically need not exceed 30 days.
Name No. of Shares Percent of Class
- ---- ------------- ----------------
Amerindo 1,895,000 10.0%
Amerindo Panama 30,000 0.2%
Item 5. Ownership of Five Percent or Less of a Class.
- ------ --------------------------------------------
Inapplicable.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
- ------ ---------------------------------------------------------------
The subject shares are all owned by clients of the Advisor
Entities. No such person's interest in the securities included
in this report exceeds 5% of the class outstanding.
Item 7. Identification and Classification of the Subsidiary Which
- ------ ---------------------------------------------------------
Acquired the Security Being Reported on By the Parent Holding
-------------------------------------------------------------
Company.
-------
Inapplicable.
Item 8. Identification and Classification of Members of the Group.
- ------ ---------------------------------------------------------
See response to Item 2, above.
Item 9. Notice of Dissolution of Group.
- ------ ------------------------------
Inapplicable.
Page 8 of 9
<PAGE>
Item 10. Certification.
- ------- -------------
By signing below, the undersigned certify that, to the best of their
knowledge and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant in any
transaction having such purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief
of the undersigned, we certify that the information set forth in this
statement is true, complete and correct.
AMERINDO INVESTMENT ADVISORS INC.,
a California corporation
By: /s/ Alberto W. Vilar
-------------------------------
ALBERTO W. VILAR, PRESIDENT
AMERINDO INVESTMENT ADVISORS INC.,
a Panama corporation
By: /s/ Alberto W. Vilar
------------------------------
ALBERTO W. VILAR, DIRECTOR
/s/ Alberto W. Vilar
------------------------------
ALBERTO W. VILAR
/s/ Gary A. Tanaka
------------------------------
GARY A. TANAKA
