SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
Aquila Biopharmaceuticals, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
03839F107
(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
disclosures provided in a prior cover page.
The information required on 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).
Page 1 of 12 pages
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- --------------------
CUSIP NO.
- --------------------
- ------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marcus Schloss & Co., Inc.
TP # 13-5676531
- ------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- ------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- ------------------------------------------------------------
5. SOLE VOTING POWER
NUMBER OF 417,906*
SHARES ----------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY None
EACH ----------------------------------------
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON 417,906*
WITH ----------------------------------------
8. SHARED DISPOSITIVE POWER
None
- ------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
417,906*
- ------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
[ ]
- ------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.4%
- ------------------------------------------------------------
12. TYPE OF REPORTING PERSON
BD
- ------------------------------------------------------------
Page 2 of 12 pages
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CUSIP NO.
- --------------------
- ------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Douglas Schloss
SS# ###-##-####
- ------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- ------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- ------------------------------------------------------------
5. SOLE VOTING POWER
NUMBER OF 450,406*
SHARES ----------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY None
EACH ----------------------------------------
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON 450,406*
WITH ----------------------------------------
8. SHARED DISPOSITIVE POWER
None
- ------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
450,406*
- ------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
[ ]
- ------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.0%
- ------------------------------------------------------------
12. TYPE OF REPORTING PERSON
IN
- ------------------------------------------------------------
Page 3 of 12 pages
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- --------------------
CUSIP NO.
- --------------------
- ------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard Perry Schloss
SS# ###-##-####
- ------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- ------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- ------------------------------------------------------------
5. SOLE VOTING POWER
NUMBER OF 450,406*
SHARES ----------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY None
EACH ----------------------------------------
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON 450,406*
WITH ----------------------------------------
8. SHARED DISPOSITIVE POWER
None
- ------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
450,406*
- ------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
[ ]
- ------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.0%
- ------------------------------------------------------------
12. TYPE OF REPORTING PERSON
IN
- ------------------------------------------------------------
Page 4 of 12 pages
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* Each of Douglas Schloss and Richard P. Schloss may be deemed to control
Marcus Schloss & Co., Inc. ("Marcus Schloss") and thus each of Douglas
Schloss, Richard P. Schloss and Marcus Schloss may be considered to have
beneficial ownership of, and voting and dispositive power over, the 417,906
shares of Common Stock, par value $.01 per share ("Common Stock"), of
Aquila Biopharmaceuticals, Inc. (the "Company") owned of record by Marcus
Schloss. In addition, each of Douglas Schloss and Richard P. Schloss may be
deemed to control two private investment funds (the "Funds") which, in the
aggregate, beneficially own 32,500 shares of Common Stock. Accordingly,
each of Douglas Schloss and Richard P. Schloss may be considered to have
beneficial ownership of, and voting and dispositive power over, the
aggregate of 450,406 shares of Common Stock beneficially owned by Marcus
Schloss and the Funds.
All information regarding Common Stock ownership in this Schedule 13G is
provided as of December 31, 1997.
Page 5 of 12 pages
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Item 1(a). Name of Issuer
Aquila Biopharmaceuticals, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices
365 Plantation Street
Worcester, Massachusetts 01605
Item 2(a). Names of Persons Filing
Marcus Schloss & Co., Inc. ("Marcus Schloss"),
Douglas Schloss and Richard P. Schloss. Each of Douglas
Schloss and Richard P. Schloss may be deemed to control
Marcus Schloss.
Item 2(b). Address of Principal Business Office
One Whitehall Street
New York, New York 10004
Item 2(c). Citizenship
Marcus Schloss is a New York corporation.
Douglas Schloss and Richard P. Schloss are United States
citizens.
Item 2(d). Title of Class of Securities
Common Stock
Item 2(e). CUSIP Number
03839F107
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) [X] 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
Page 6 of 12 pages
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(e) [ ] 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)
(h) [ ] Group, in accordance with 240.13d-
1(b)(1)(ii)(H)
+ Marcus Schloss only. Douglas Schloss and
Richard P. Schloss are individuals.
Item 4. Ownership
I. Marcus Schloss & Co., Inc.
(a) Amount Beneficially Owned: 417,906
shares
(b) Percent of Class: 8.4%
(c) Number of shares as to which such person
has:
(i) sole power to vote or to direct
the vote: 417,906
(ii) shared power to vote or to
direct the vote: None
(iii) sole power to dispose or to
direct the disposition of:
417,906
(iv) shared power to dispose or to
direct the disposition of: None
II. Douglas Schloss
(a) Amount Beneficially Owned: 450,406
shares
(b) Percent of Class: 9.0%
(c) Number of shares as to which such person has:
Page 7 of 12 pages
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(i) sole power to vote or to direct
the vote: 450,406
(ii) shared power to vote or to
direct the vote: None
(iii) sole power to dispose or to
direct the disposition of:
450,406
(iv) shared power to dispose or to
direct the disposition of: None
III. Richard P. Schloss
(a) Amount Beneficially Owned: 450,406
shares
(b) Percent of Class: 9.0%
(c) Number of shares as to which such person
has:
(i) sole power to vote or to direct
the vote: 450,406
(ii) shared power to vote or to
direct the vote: None
(iii) sole power to dispose or to
direct the disposition of:
450,406
(iv) shared power to dispose or to
direct the disposition of: None
Marcus Schloss has record ownership of 417,906 shares of Common Stock
and has the sole power to vote and the sole power to dispose of all such shares.
Each of Douglas Schloss and Richard P. Schloss may be deemed to control each of
(i) Marcus Schloss, and (ii) two private investment funds which, in the
aggregate, beneficially own 32,500 shares of Common Stock. Accordingly, each of
Douglas Schloss and Richard P. Schloss may be considered to have beneficial
ownership of the aggregate of 450,406 shares of Common Stock beneficially owned
by Marcus Schloss and such investment funds.
Alison Schloss, the spouse of Douglas Schloss, is the trustee of two
trusts which, in the aggregate, beneficially own 3,478 shares of Common Stock.
The beneficiaries of such trusts are the children of Alison Schloss and Douglas
Schloss. Douglas Schloss disclaims
Page 8 of 12 pages
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beneficial ownership of all such shares of Common Stock owned by such trusts.
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
As described in the footnote to the cover pages and in response to Item
4 above, each of Douglas Schloss and Richard P. Schloss may be deemed to control
two private investment funds which, in the aggregate, beneficially own 32,500
shares of Common Stock. Each such investment fund is entitled to the full
economic benefits of all shares of Common Stock owned by it.
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 Group
Not applicable.
Item 10. Certification
By signing below each of the undersigned certifies that, to the best of
its or his 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.
DISCLAIMER
Each of Douglas Schloss and Richard P. Schloss hereby declares that the
filing of this Schedule 13G shall not be construed as an admission that he is,
for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of
1934, the beneficial owner of any securities covered herein.
Page 9 of 12 pages
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SIGNATURES
After reasonable inquiry and to the best knowledge and belief of each,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Date: February 11, 1998
MARCUS SCHLOSS & CO., INC.
By: /s/ Douglas Schloss
Douglas Schloss
Chairman
DOUGLAS SCHLOSS
/s/ Douglas Schloss
Douglas Schloss
RICHARD P. SCHLOSS
/s/ Richard P. Schloss
Richard P. Schloss
Page 10 of 12 pages
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EXHIBIT INDEX
Page
Exhibit A Joint Filing Agreement 12
Page 11 of 12 pages
Exhibit A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree to the joint filing on behalf of
each of them of a statement on Schedule 13G (including amendments thereto) with
respect to the Common Stock of Aquila Biopharmaceuticals, Inc., and that this
Agreement be included as an Exhibit to such joint filing. This Agreement may be
executed in counterparts all of which taken together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this
11th day of February, 1998.
/s/ Douglas Schloss
Douglas Schloss
/s/ Richard P. Schloss
Richard P. Schloss
MARCUS SCHLOSS & CO., INC.
By: /s/ Douglas Schloss
Douglas Schloss
Chairman
Page 12 of 12 pages
