IONICS INC
SC 13G/A, 1996-03-08
SPECIAL INDUSTRY MACHINERY, NEC
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                           UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549

                            SCHEDULE 13G

             Under the Securities Exchange Act of 1934
                           (Amendment No. 1 )*


                                Ionics
- - - -------------------------------------------------------------------------------
                            (Name of Issuer)


                              Common Stock
- - - -------------------------------------------------------------------------------
                        (Title of Class of Securities)


                                462218108
- - - -------------------------------------------------------------------------------
                              (CUSIP Number)


Check the following box if a fee is being paid with this statement N.A. . (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 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).

SEC 1745 (2/92)               Page 1 of 8 pages

<PAGE>
CUSIP No. 462218108                   13G           Page  2   of    8    Pages
          ---------                                      ---     -------

- - - -------------------------------------------------------------------------------
1    NAME OF REPORTING PERSON
     S.S or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     Pilgrim Baxter & Associates, Ltd.
     23-2797802
- - - -------------------------------------------------------------------------------
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
                                                            (a) [ ]
                                                            (b) [X]
- - - -------------------------------------------------------------------------------
3    SEC USE ONLY

- - - -------------------------------------------------------------------------------
4    CITIZENSHIP OR PLACE OF ORGANIZATION

     Pennsylvania
- - - -------------------------------------------------------------------------------
   NUMBER OF        5    SOLE VOTING POWER
     SHARES                   -0-
  BENEFICIALLY      -----------------------------------------------------------
    OWNED BY        6    SHARED VOTING POWER
      EACH               659,300
     PERSON         -----------------------------------------------------------
      WITH          7    SOLE DISPOSITVE POWER
                         659,300
                    -----------------------------------------------------------
                    8    SHARED DISPOSITIVE POWER
                              -0-
- - - -------------------------------------------------------------------------------
9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     659,300
- - - -------------------------------------------------------------------------------
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES CERTAIN SHARES*

- - - -------------------------------------------------------------------------------
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     4.5%
- - - -------------------------------------------------------------------------------
12   TYPE OF REPORTING PERSON*

     IA
- - - -------------------------------------------------------------------------------
                    *SEE INSTRUCTION BEFORE FILLING OUT!

                              Page 2 of 8 pages

<PAGE>
                          INSTRUCTIONS FOR SCHEDULE 13G

Instructions for Cover Page

(1) Names and Social  Security  Numbers of  Reporting  Persons-Furnish  the full
legal  name of each  person  for whom the  report  is  filed-i.e.,  each  person
required to sign the schedule  itself-including  each member of a group.  Do not
include the name of a person  required to be identified in the report but who is
not a reporting  person.  Reporting  persons are also requested to furnish their
Social Security or l.R.S.  identification  numbers,  although disclosure of such
numbers is voluntary,  not mandatory  (see "SPECIAL  INSTRUCTIONS  FOR COMPLYING
WITH SCHEDULE 13G," below).

(2) If any of the shares  beneficially owned by a reporting person are held as a
member of a group and such  membership is expressly  affirmed,  please check row
2(a).  If the  membership  in a group  is  disclaimed  or the  reporting  person
describes a relationship with other persons but does not affirm the existence of
a group,  please check row 2(b)  [unless a joint  filing  pursuant to Rule 13d-1
(e)(1) in which case it may not be necessary to check row 2(b)] .

(3) The third row is for SEC internal use; please leave blank.

(4)  Citizenship  or  Place of  Organization-Furnish  citizenship  if the  named
reporting person is a natural person. Otherwise, furnish place of organization.

(5)-(9),  (11) Aggregate  Amount  Beneficially  Owned by Each Reporting  Person,
Etc.-Rows (5) through (9) inclusive,  and (11) are to be completed in accordance
with the provisions of Item 4 of Schedule 13G. All percentages are to be rounded
off to the nearest tenth (one place after decimal point).

(10) Check if the aggregate  amount  reported as  beneficially  owned in row (9)
does not include shares as to which beneficial  ownership is disclaimed pursuant
to Rule 13d-4 [17 CFR 240.13d-4] under the Securities Exchange Act of 1934.

(12) Types of Reporting Person-Please classify each "reporting person" according
to  the  following  breakdown  (see  Item  3 of  Schedule  13G)  and  place  the
appropriate symbol on the form:

Category                                                           Symbol

Broker-Dealer                                                        BD
Bank                                                                 BK
Insurance Company                                                    IC
Investment Company                                                   IV
Investment Adviser                                                   IA
Employee Benefit Plan, Pension Fund,
or Endowment Fund                                                    EP
Parent Holding Company                                               HC
Corporation                                                          CO
Partnership                                                          PN
Individual                                                           IN
Other                                                                OO

Notes:

Attach as many copies of the second  part of the cover page as are  needed,  one
reporting person per page.

Filing persons may, in order to avoid unnecessary  duplication,  answer items on
the schedules (Schedule 13D, 13G or 14D-1) by appropriate cross references to an
item or items on the cover  page(s).  This  approach  may only be used where the
cover page item or items  provide all the  disclosure  required by the  schedule
item. Moreover, such a use of a cover page item will result in the item becoming
a part of the schedule and accordingly  being considered as "filed" for purposes
of  Section  18 of the  Securities  Exchange  Act or  otherwise  subject  to the
liabilities of that section of the Act.

Reporting persons may comply with their cover page filing requirements by filing
either  completed  copies  of the blank  forms  available  from the  Commission,
printed or typed  facsimiles,  or  computer  printed  facsimiles,  provided  the
documents  filed  have  identical   formats  to  the  forms  prescribed  in  the
Commission's  regulations and meet existing  Securities Exchange Act rules as to
such matters as clarity and size (Securities Exchange Act Rule 12b-12).

             SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G

Under Sections 13(d),  13(9), and 23 of the Securities  Exchange Act of 1934 and
the rules and  regulations  thereunder,  the Commission is authorized to solicit
the  information  required to be supplied by this  schedule by certain  security
holders of certain  issuers.

Disclosure  of the  information  specified in this  schedule is  mandatory,
except for Social Seurity or 1.R.S.  identificaiton numbers,  disclosure of
which is voluntary. The information will be used for the primary purpose of
determining  and  disclosing the holdings of certain  beneficial  owners of
certain equity  securities.  This statement will be made a matter of public
record. Therefore, any informaiton given will be available for inspection
by any member of the public.

Because of the public nature of the  information,  the Commission can utilize it
for a variety of purposes,  including referral to other governmental authorities
or securities  self-regulatory  organizations for  investigatory  purposes or in
connection with litigation involving the Federal securities laws or other civil,
criminal  or  regulatory  statutes  or  provisions,  Social  Security  or l.R.S.
identification numbers, if furnished,  will assist the Commission in identifying
security holders and, therefore,  in prompt processing  statements of beneficial
ownership of securities.  Failure to disclose the information  requested by this
schedule,  except for Social  Security  or l.R.S.  identification  numbers,  may
result in civil or criminal action against the persons involved for violation of
the Federal securities laws and rules promulgated thereunder.

                               GENERAL INSTRUCTIONS

A.  Statements  containing  the  information  required by this schedule shall be
filed not later than  February 14  following  the  calendar  year covered by the
statement or within the time specified in Rule 13d-1 (b)(2), if applicable.

B. Information  contained in a form which is required to be filed by rules under
section 13(f)(15 U.S.C.  78m(f)) for the same calendar year as that covered by a
statement on this schedule may be  incorporated  by reference in response to any
of the items of this schedule.  If such information is incorporated by reference
in this schedule, copies of the relevant pages of such form shall be filed as an
exhibit to this schedule.

C. The item  numbers and captions of the items shall be included but the text of
the items is to be omitted.  The answers to the items shall be so prepared as to
indicate clearly the coverage of the items without  referring to the text of the
items.  Answer every item.  If an item is  inapplicable  or the answer is in the
negative, so state.

Item 1.

(a) Name of Issuer       Ionics
(b) Address of Issuer's Principal Executive Offices
    65 Grove Street, Watertown, MA  02172

Item 2.

(a) Name of Person Filing  Pilgrim Baxter & Associates, Ltd.
(b) Address of Principal Business Office or, if none, Residence
    1255 Drummers Lane, Suite 300, Wayne, PA 19087
(c) Citizenship  Pennsylvania
(d) Title of Class of Securities   Common Stock
(e) CUSIP Number  462218108

Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check
whether the person filing is a:

(a) [ ] Broker or Dealer registered under Section 15 of 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
(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  240.13d-1(b)(1)(ii)(F)
(G) [ ] Parent Holding Company, in accordance with  240.13d-1(b)(ii)(G)
        (Note: See Item 7)
(h) [ ] Group, in accordance with  240.13d-1(b)(1)(ii)(H)

Item 4. Ownership

If the percent of the class owned,  as of December 31 of the year covered by the
statement, or as of the last day of any month described in Rule 13d-1 (b)(2), if
applicable,  exceeds five percent,  provide the following information as of that
date and identify those shares which there is a right to acquire.

(a) Amount Beneficially Owned   659,300
(b) Percent of Class            4.5%

                          Page 4 of 8 pages

<PAGE>
(c) Number of shares as to which such person has:
     (i)   sole power to vote or to direct the vote                  -0-
     (ii)  shared power to vote or to direct the vote                659,300
     (iii) sole power to dispose or to direct the disposition of     659,300
     (iv)  shared power to dispose or to direct the disposition of   -0-

Instruction:  For computations  regarding  securities which represent a right to
acquire an underlying security see Rule 13d-3(d)(1).

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 ___ .

Instruction: Dissolution of a group requires a response to this item.

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

If any other person is known to have the right to receive or the power to direct
the  receipt  of  dividends  from,  or the  proceeds  from  the  sale  of,  such
securities,  a statement  to that effect  should be included in response to this
item and, if such interest relates to more than five percent of the class,  such
person  should be  identified.  A listing of the  shareholders  of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.

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

If the parent  holding  company has filed this  schedule,  pursuant to Rule
13d-1(b)(ii)(G),  so indicate  under Item 3(9) and attach an exhibit  stating
the identity and the Item 3  classification  of the  relevant  subsidiary.  If a
parent holding company has filed this schedule pursuant to Rule 13d-1(c), attach
an exhibit stating the indentification of the relevant subsidiary.

Item 8. Identification and Classification of Members of the Group

If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(H), so indicate
under  Item  3(h)  and  attach  an  exhibit  stating  the  identity  and  Item 3
classification  of each member of the group.  If a group has filed this schedule
pursuant to Rule 13d-1(c), attach an exhibit stating the identity of each member
of the group.

Item 9. Notice of Dissolution of Group

Notice of dissolution of a group may be furnished as an exhibit stating the date
of the  dissolution and that all further filings with respect to transactions in
the security reported on will be filed, if required, by members of the group, in
their individual capacity.
See Item 5.

Item 10. Certification

The following certification shall be included if the statement is filed pursuant
to Rule 13d-1(b):

By signing below I certify  that,  to the best of my 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
purposes or effect.

                                   SIGNATURE

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

                                               February 14, 1996
                                   --------------------------------------------
                                                      Date

                                   /s/ Brian F. Bereznak
                                   --------------------------------------------
                                                 Signature

                                   Brian F. Bereznak, Chief Operating Officer
                                   --------------------------------------------
                                                 Name/Title

                            Page 5 of 8 pages
<PAGE>
The  original  statement  shall be signed by each  person  on whose  behalf  the
statement is filed or his authorized representative.  If the statement is signed
on behalf of a person by his authorized  representative  other than an executive
officer  or   general   partner  of  the   filing   person,   evidence   of  the
representative's  authority to sign on behalf of such person shall be filed with
the  statement,  provided,  however,  that a power of attorney  for this purpose
which is already on file with the Commission may be  incorporated  by reference.
The name and any title of each person who signs the statement  shall be typed or
printed beneath his signature.

Note: Six copies of this statement, including all exhibits, should be filed with
the Commission.

Attention:  Intentional  misstatements  or omissions of fact constitute  Federal
criminal violations (See 18 U.S.C. 1001)


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