ADVANCED NMR SYSTEMS INC
SC 13G/A, 1997-02-04
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                          (Amendment No.____3_______)*


                          Advanced NMR Systems, Inc.
              -----------------------------------------------------
                                (Name of Issuer)

                         Common Stock, $.01 par value
          -------------------------------------------------------------
                         (Title of Class of Securities)

                                  007921109
              -----------------------------------------------------
                                 (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).








<PAGE>



CUSIP No. 007921109                   13G                 Page 2 of 5 Pages



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

       J. Morton Davis


- --------------------------------------------------------------------------------
   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            1,078,220
  BENEFICIALLY    --------------------------------------------------------------
    OWNED BY      6    SHARED VOTING POWER
      EACH             0
   REPORTING      --------------------------------------------------------------
     PERSON       7    SOLE DISPOSITIVE POWER
      WITH             1,078,220
                  --------------------------------------------------------------
                  8    SHARED DISPOSITIVE POWER
                       0

- --------------------------------------------------------------------------------
   9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      1,078,220

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



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


                      2.8%
- --------------------------------------------------------------------------------
  12   TYPE OF REPORTING PERSON*


                      IN
- --------------------------------------------------------------------------------
                     *SEE INSTRUCTIONS BEFORE FILLING OUT

<PAGE>



CUSIP No. 007921109                   13G                 Page 3 of 5 Pages



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

       D.H. Blair Investment Banking Corp.


- --------------------------------------------------------------------------------
   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            0
  BENEFICIALLY    --------------------------------------------------------------
    OWNED BY      6    SHARED VOTING POWER
      EACH             807,320
   REPORTING      --------------------------------------------------------------
     PERSON       7    SOLE DISPOSITIVE POWER
      WITH             0
                  --------------------------------------------------------------
                  8    SHARED DISPOSITIVE POWER
                       807,320
- ----------------------------------------------------------------------------
   9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                       807,320
- --------------------------------------------------------------------------------
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


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


                       2.1%
- --------------------------------------------------------------------------------
  12   TYPE OF REPORTING PERSON*


                      IN
- --------------------------------------------------------------------------------
                     *SEE INSTRUCTIONS BEFORE FILLING OUT


<PAGE>
                                                         Page 4 of 5 Pages



               J. Morton Davis and D.H. Blair Investment Banking Corp. 
               ("Blair Investment") (together, the "Reporting Parties"), 
               hereby amend their statement on Schedule 13G relating to the 
               Common Stock, $.01 par value ("shares") of Advanced NMR
               Systems, Inc. (the "Issuer") as follows:



Item 2. (a) is hereby amended in its entirety as follows:

               J. Morton  Davis  and Blair  Investment  (1). See Exhibit A
               which  is a copy of  their  agreement  in  writing  to file  this
               statement  on  behalf  of  each of them  (previously  filed  in a
               Schedule 13G, dated February 11, 1994, of which this is Amendment
               No. 3 thereto, and incorporated by reference herein).

Item 2. (b) is hereby amended in its entirety as follows:

               Mr. Davis' and Blair Investment's business address is 44 Wall 
               Street, New York, New York  10005.

Item 2. (c) is hereby amended in its entirety as follows:

               Mr. Davis is a United States citizen.  Blair Investment is 
               incorporated in the State of Delaware. 

Item 4. is hereby amended in its entirety as follows:

     (a)  (b)  As of December 31, 1996, Mr. Davis may be deemed to beneficially
               own  1,078,220  shares  or 2.8% of the Issuer's shares issued
               and outstanding as  follows: (i) 807,320 shares owned by Blair
               Investment, and (ii) 270,900 shares owned by Engex, Inc. (2). 
      
               As of December 31, 1996, Blair Investment may be deemed to 
               own 807,320 shares or 2.1% of the Issuer's shares issued and
               outstanding as indicated in (i) above.  


          (c)  Mr.  Davis  has sole  power to vote or to  direct  the vote,  to
               dispose or to direct the  disposition  of those  shares owned by
               Blair  Investment.  Voting and dispositive decisions of those 
               securities owned by Engex, Inc. are made by Mr. Davis as
               Chairman of the board.


Item 5. is hereby amended in its entirety as follows:

               Mr. Davis and Blair Investment have ceased to be beneficial 
               owners of more than five percent of the Issuer's securities.

- ------------------------------------------------------------------------------

(1) Mr.  Davis  is an  investment  banker  and  sole  shareholder  of Blair
Investment,  a  broker-dealer  registered  under the Securities  Exchange Act of
1934.  Prior to May 1, 1996, D.H. Blair Holdings,  Inc.  ("Blair  Holdings") was
solely owned by Mr. Davis, and Blair Investment was a wholly-owned subsidiary of
Blair Holdings.  As of May 1, 1996, Blair Holdings merged into Blair Investment,
with Blair Investment being the surviving corporation.

(2) Engex, Inc. ("Engex") is a closed-end investment company of which Mr. Davis
is President and Chairman of the Board.  Mr. Davis is reporting as a beneficial
owner of the securities owned by Engex because of his role as investment
advisor to Engex.  Filing of this statement shall not be deemed an admission
that he beneficially owns the securities attributed to Engex for any purpose.
J. Morton Davis expressly disclaims beneficial ownership of all securities held
by Engex for any purpose.


<PAGE>
                                                           Page 5 of 5 pages

                                   Signatures


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


Date: February 3, 1997


By: /s/ J. Morton Davis
   -------------------------------
    J. Morton Davis







Date: February 3, 1997

      D.H. Blair Investment Banking Corp.



By: /s/ David Nachamie
   -------------------------------
    David Nachamie
    Treasurer






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