<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
CHANTAL PHARMACEUTICAL CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
159300201
(CUSIP Number)
JONATHAN LIDSTER
BUCHANAN CAPITAL MANAGEMENT LTD.
BUCHANAN HOUSE
3 ST. JAMES'S SQUARE
LONDON SW1Y 4JU
ENGLAND
011-44-171-973-2766
(Name, address and telephone number of person
authorized to receive notices and communications)
April 2, 1998
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box / /.
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
(Continued on following pages)
(Page 1 of 7 Pages)
<PAGE>
- ---------------------- --------------------
CUSIP No. 159300201 Page 2 of 7 Pages
- ---------------------- --------------------
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON Buchanan Fund Limited
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [x]
(b) [ ]
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
OO
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
- -------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
SHARES - 0 -
BENEFICIALLY -----------------------------------------------------------------
OWNED BY (8) SHARED VOTING POWER
EACH 6,243,964
REPORTING -----------------------------------------------------------------
PERSON WITH (9) SOLE DISPOSITIVE POWER
- 0 -
-----------------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
6,243,964
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
6,243,964
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 13.3%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
CO
- -------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
- ---------------------- --------------------
CUSIP No. 159300201 Page 3 of 7 Pages
- ---------------------- --------------------
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON Buchanan Partner Limited
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [x]
(b) [ ]
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
OO
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
England
- -------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
SHARES - 0 -
BENEFICIALLY -----------------------------------------------------------------
OWNED BY (8) SHARED VOTING POWER
EACH 12,488,018
REPORTING -----------------------------------------------------------------
PERSON WITH (9) SOLE DISPOSITIVE POWER
- 0 -
-----------------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
12,488,018
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
12,488,018
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 25.0%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
CO
- -------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 159300201 Page 4 of 7 Pages
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Statement of
Reporting Persons (as defined below)
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
CHANTAL PHARMACEUTICALS CORPORATION
This amendment (this "Amendment"), filed jointly by Buchanan Fund
Limited and Buchanan Partners Limited (each, a "Reporting Person"), is the
first amendment of their initial joint filing on Schedule 13D (the "Initial
Filing") with respect to the common stock, par value $.01 per share, of
Chantal Pharmaceutical Corporation (the "Common Stock").
This Amendment relates to purchases of an aggregate of 10,896,496
shares of Common Stock and sales of an aggregate of 4,710,972 shares of
Common Stock by the Reporting Persons. Such purchases took place through
open market transactions and partial conversions of the Debentures (as
defined in the Initial Filing) in the aggregate principal amount of
$1,600,000 between October 2, 1997 and April 2, 1998, at prices of between
$0.22 and $0.80 per share. The sales took place in open market
transactions between September 4, 1997 and March 23, 1998 at prices
(excluding brokerage fees) of between $0.10 and $0.89 per share.
Item 2. Identity and Background.
Item 2 is hereby amended by deleting the "Mr. Conyers" in the second
sentence of paragraph (b) and replacing it in its entirety with "Mr.
Collis".
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended by the addition of "(a)" immediately
preceding the first paragraph thereof.
Item 5 is hereby further amended to include the following:
"On September 23, 1997, each Reporting Person purchased, in open
market transactions, 60,350 shares of Common Stock at a per share price of
$.71616, for an aggregate price of $43,613.26 (excluding brokerage fees).
Between October 2, 1997 and March 24, 1998, each Reporting Person
converted $430,000 in principal amount of its respective Debenture into
867,045 shares of Common Stock at per shares prices of between $0.22 and
$0.80.
Between September 4, 1997 and December 23, 1997, Buchanan Fund sold
927,395 shares of Common Stock at per share prices between $0.10 and $0.89
resulting in aggregate proceeds of $228,734.47 and Buchanan Partners sold
927,305 shares of Common Stock at per share prices of between $0.10 and
$0.89 resulting in aggregate net proceeds of $229,393.72.
<PAGE>
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CUSIP No. 159300201 Page 5 of 7 Pages
- ---------------------- --------------------
On March 2, 1998, each Reporting Person converted $150,000 in
principal amount of its respective Debenture into 1,428,136 shares of
Common Stock at a per share price of $0.10503 and, on April 2, 1998, each
Reporting Person converted $200,000 in principal amount of its respective
Debenture into 3,092,717 shares of Common Stock at a per share price
$.06467.
The following tables set forth certain information with respect to
open market sales of Common Stock made by each Reporting Person during the
period from March 6, 1998 through March 24, 1998, representing all sales of
Common Stock made by either Reporting Persons during the 60 day period
ended April 2, 1998:
Buchanan Fund Limited
<TABLE>
<CAPTION>
Aggregate
Date Number of Shares Price per Share Sale/Conversion Price
- ---- ---------------- --------------- ---------------------
<S> <C> <C> <C>
03/06/98 476,500 .08361 $39,540.00
03/13/98 951,636 .04039 $38,151.82
Total 1,428,136 $77,691.82
</TABLE>
Buchanan Partners Limited
<TABLE>
<CAPTION>
Date Number of Shares Price per Share Aggregate Sale Price
- ---- ---------------- --------------- --------------------
<S> <C> <C> <C>
03/17/98 90 .08361 $7.52
03/17/98 476,410 .08361 $39,532.47
03/24/98 951,636 .04039 $38,151.82
Total 1,428,136 $77,691.81
</TABLE>
As of April 2, 1998, Buchanan Fund held (i) 3,092,717 shares of Common
Stock and (ii) $220,000 in principal amount of its Debenture which could be
converted, at a per share price of $.078 (representing 80% of the average
closing bid price of the Common Stock for the five business days preceding
the date of this Amendment), into 3,151,247 shares of Common Stock.
Therefor, Buchanan Fund may be deemed to beneficially own 6,243,964 shares
of Common Stock.
As of April 2, 1998, Buchanan Partners held (i) 3,092,807 shares of
Common Stock and (ii) $220,000 in principal amount of its Debenture which
could be converted, at a per share price of $.078, into 3,151,247 shares of
Common Stock. Because Buchanan Partners may be deemed to beneficially own
shares of Common Stock held by Buchanan Fund, as discussed previously in
this Item 5, Buchanan Partners may be deemed to beneficially own 12,488,018
shares of Common Stock.
As of February 13, 1998, there were 34,624,450 shares of Common Stock
outstanding, as reported in Chantal's Quarterly Report on Form 10-Q filed
with the SEC and dated as of February 18, 1998. Chantal issued an
aggregate of 9,041,706 shares of Common Stock to the Reporting Persons on
March 2, 1998 and April 2, 1998, as discussed above, thus making the total
number of shares of Common Stock outstanding as of April 2, 1998 (assuming
no issuances of Common Stock to other parties between February 13, 1998 and
<PAGE>
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CUSIP No. 159300201 Page 6 of 7 Pages
- ---------------------- --------------------
April 2, 1998) 43,666,156. Accordingly, Buchanan Fund and Buchanan
Partners may be deemed to beneficially own 13.3% and 25.0% of the
outstanding Common Stock, respectively.
Neither of the Reporting Persons beneficially owns any shares of
Common Stock other than as shown above. Neither of the Reporting Persons,
nor to the best knowledge of each Reporting Person, any of the individuals
affiliated with the either of them, has effected any transactions in the
Common Stock during the 60 day period ended April 2, 1998, other than the
transactions described herein."
<PAGE>
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CUSIP No. 159300201 Page 7 of 7 Pages
- ---------------------- --------------------
SIGNATURE
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.
DATED: April 15, 1998 BUCHANAN FUND LIMITED
By: Buchanan Capital Management Limited
Investment Manager
By: /s/ Jason Hathorn
-------------------------------------
Jason Hathorn,
Executive Director
BUCHANAN PARTNERS LIMITED
By: Buchanan Capital Management Limited
Investment Manager
By: /s/ Jason Hathorn
-------------------------------------
Jason Hathorn,
Executive Director
