UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 13G
Under the Securities Exchange Act of 1934
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ALFACELL CORPORATION
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(Name of Issuer)
Common Stock, par value $0.001 per share
------------------------------------------
(Title of Class of Securities)
015404106
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(CUSIP Number)
July 10, 1998
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(Date of Event Which Requires Filing of the Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
*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 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 to Schedule 13G).
1
<PAGE>
CUSIP NO. 015404106 13G Page 2 of 7 pages
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paramount Capital Asset Management, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[_] (b)[_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES None
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 2,019,800
EACH 7 SOLE DISPOSITIVE POWER
REPORTING None
PERSON 8 SHARED DISPOSITIVE POWER
WITH 2,019,800
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,019,800
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES*
[_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.1%
12 TYPE OF REPORTING PERSON*
CO
<PAGE>
CUSIP NO. 015404106 13G Page 3 of 7 pages
1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Aries Domestic Fund, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[_] (b)[_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES None
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 651,100
EACH 7 SOLE DISPOSITIVE POWER
REPORTING None
PERSON 8 SHARED DISPOSITIVE POWER
WITH 651,100
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
651,100
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES*
[_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.7%
12 TYPE OF REPORTING PERSON*
PN
<PAGE>
CUSIP NO. 015404106 13G Page 4 of 7 pages
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Aries Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[_]
(b)[_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF 5 SOLE VOTING POWER
SHARES None
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 1,368,700
EACH 7 SOLE DISPOSITIVE POWER
REPORTING None
PERSON 8 SHARED DISPOSITIVE POWER
WITH 1,368,700
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,368,700
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES*
[_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.7%
12 TYPE OF REPORTING PERSON* OO (see Item 2)
<PAGE>
CUSIP NO. 015404106 13G Page 5 of 7 pages
1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Lindsay A. Rosenwald, M.D.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[_]
(b)[_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 5 SOLE VOTING POWER
SHARES None
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 2,019,800
EACH 7 SOLE DISPOSITIVE POWER
REPORTING None
PERSON 8 SHARED DISPOSITIVE POWER
WITH 2,019,800
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,019,800
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES*
[_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.1%
12 TYPE OF REPORTING PERSON*
IN
<PAGE>
This Amendment No. 1 (the "Amendment") amends and supplements the
following Items of the Reporting Persons' Statement on Schedule 13G, dated July
10, 1998 (the "Schedule").
Item 4. Ownership:
The information contained in Item 4 to the Schedule is hereby amended
and restated to read in its entirety as follows:
For information concerning the ownership of Common
Stock of the Company by the Reporting Persons, see
Items 5 through 9 of the cover pages to this
schedule 13G and footnotes thereto.
6
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
PARAMOUNT CAPITAL ASSET MANAGEMENT, INC.
Dated: July 23, 1998
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
-------------------------------
Lindsay A. Rosenwald, M.D.
President
ARIES DOMESTIC FUND, L.P.
By Paramount Capital Asset Management, Inc.
General Partner
Dated: July 23, 1998
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
-------------------------------
Lindsay A. Rosenwald, M.D.
President
THE ARIES TRUST
By Paramount Capital Asset Management, Inc.
Investment Manager
Dated: July 23, 1998
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
-------------------------------
Lindsay A. Rosenwald, M.D.
President
Dated: July 23, 1998
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
------------------------------
Lindsay A. Rosenwald, M.D.
7
