UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
RIBI IMMUNOCHEM RESEARCH, INC.
________________________________________________________________________________
(Name of Issuer)
COMMON STOCK
________________________________________________________________________________
(Title of Class of Securities)
76255310
________________________________________________________________________________
(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).
CUSIP No. 76255310 13G Page 2 of 5 Pages
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
WEISS, PECK & GREER, L.L.C
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) /x/
3) SEC Use Only
4) Citizenship or Place of Organization
NEW YORK
(5) Sole Voting Power
0
Number of Shares
(6) Shared Voting Power
Beneficially 1,527,751
Owned by Each
(7) Sole Dispositive Power
Reporting Person 0
With
(8) Shared Dispositive Power
1,527,751
9) Aggregate Amount Beneficially Owned by Each Reporting Person
1,527,751
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) /x/
11) Percent of Class Represented by Amount in Row 9
8.09%
12) Type of Reporting Person (See Instructions)
BD,IA,PN
CUSIP No. 76255310 13G Page 3 of 5
Item 1(a).Name of Issuer: Ribi Immunochem Research, Inc.
Item 1(b).Address of Issuer's Principal Executive Office:
553 Old Corvallis Road
Hamilton, MT 59840
Item 2(a).Name of Person Filing: Weiss, Peck & Greer, L.L.C. ("WPG")
Item 2(b).Address of Principal Business Office, or if None, Residence:
One New York Plaza
New York, NY 10004
Item 2(c).Citizenship: WPG is a limited liability company,
organized under the laws of the State of Delaware
Item 2(d).Title of Class of Securities: Common Stock
Item 2(e).CUSIP Number: 76255310
Item 3. If this statement is Filed Pursuant to Rules 13d-1(b)
or 13d-2(b), Check Whether the Person Filing is a:
(a)( X )Broker or Dealer registered under Section 15 of the Securities
Exchange Act of 1934 (the "Act")
(b)( )Bank as defined in Section 3(a) (6) of the 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 of 1940
(e)( X )Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940
(f)( )Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see Sec. 240.13d-1(b)
(1) (ii) (F)
(g)( )Parent Holding Company, in accordance with Sec. 240.13d-1(b)
(ii) (G) (Note: See Item 7)
(h)( )Group, in accordance with paragraph 240.13d-1(b) (1) (ii) (H)
CUSIP No. 76255310 13G Page 4 of 5
Item 4.Ownership:
(a) Amount Beneficially Owned: 1,527,751 as of December 31, 1995.
(b) Percent of Class: 8.09% (based on the 18,900,000 shares
of common stock reported to be outstanding in the Form 10-Q filed
for the period ending September 30, 1995).
(c) Number of shares as to which such person has:
(i) sole power to vote: -0-
(ii)shared power to vote or to direct the vote:1,527,751
(iii)sole power to dispose or to direct the disposition of: -0-
(iv)shared power to dispose or to direct the disposition of:
1,527,751
Item 5.Ownership of Five Percent or Less of a Class:
Not applicable.
Item 6.Ownership of More Than Five Percent on Behalf of Another Person:
This Statement on Schedule 13G ("Schedule 13G") is filed by WPG, a Delaware
limited liability company which is registered as a broker-dealer under Section
15 of the Act, and as an investment adviser under Section 203 of the Investment
Advisers Act of 1940, as amended.
This Schedule 13G is being filed with respect to 1,527,751 shares of common
stock of Ribi Immunochem Research, Inc. (the "Common Stock") held by WPG at
December 31, 1995 for the discretionary accounts of certain clients. By reason
of Rule 13d-3 under the Act, WPG may be deemed to be a "beneficial owner" of
such Common Stock. WPG expressly disclaims beneficial ownership of the Common
Stock. Each client has the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, such Common Stock purchased
for his account. To the knowledge of WPG, no person has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, such Common Stock which represents more than 5% of the outstanding shares of
the Common Stock referred to in Item 4(b) hereof.
This Schedule 13G is not being filed with respect to the shares of Common Stock
which may be owned by principals of WPG, or by their respective spouses, or as
custodian or trustee for their respective family members or by their respective
family foundations, since
CUSIP No. 76255310 13G Page 5 of 5
WPG does not possess or share voting or investment power with respect to such
Common Stock. Each of such principals disclaims, pursuant to Rule 13d-4, that
he or she is the beneficial owner, within the meaning of Rule 13d-3, of the
shares of Common Stock owned by the various parties referred to in this Schedule
13G, other than such shares as the respective principal owns of record.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company:
Not applicable.
Item 8. Identification and Classification of Members of the Group:
Not applicable.
Item 9. Notice of Dissolution of the Group:
Not applicable.
Item 10. Certification:
By signing below, Richard S. Pollack, General Counsel of WPG, certifies that, to
the best of his knowledge and belief, securities referred to above as being held
or owned beneficially by WPG 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.
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: February 9, 1996
WEISS, PECK & GREER, L.L.C.
By: /s/ Richard S. Pollack
Richard S. Pollack
General Counsel
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).
