SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
ONCOGENE SCIENCE INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
682305107
-------------------------------
(CUSIP Number)
Alberto W. Vilar, Amerindo Investment Advisors Inc.,
One Embarcadero Center, Suite 2300
San Francisco, CA 94111-3162; Telephone: (415) 362-0292
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
May 3, 1996
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(Date of Event which Requires Filing 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/A, and is filing this
schedule because of Rule 13D-1(b)(3) or (4), check the following space .
---
Check the following space if a fee is being paid with the statement . (A
---
fee is not required only if the reporting 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.)
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.
*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).
(Continued on following page(s))
<PAGE>
CUSIP
No. 682305107 13D/A
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
AMERINDO INVESTMENT ADVISORS INC., a California corporation, AMERINDO
INVESTMENT ADVISORS, INC., a Panama corporation, ALBERTO W. VILAR and
GARY A. TANAKA, who disaffirm the existence of any group and who are
sometimes collectively referred to as the "Reporting Persons."
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2 Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds*
00
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5 Check Box if Disclosure of Legal Proceedings is Required [ ]
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6 Citizenship or Place of Organization
See Item 6 of separate cover pages for Reporting Persons
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7 Sole Voting Power
Number of NONE
Shares -----------------------------------------------------------------
Beneficially 8 Shared Voting Power
Owned By
Each 1,699,000 shares in the aggregate for all Reporting Persons
Reporting and as to all of which beneficial ownership is disclaimed
Person -----------------------------------------------------------------
With 9 Sole Dispositive Power
NONE
-----------------------------------------------------------------
10 Shared Dispositive Power
1,699,000 shares in the aggregate for all Reporting Persons
and as to all of which beneficial ownership is disclaimed
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11 Aggregate Amount Beneficially Owned By Each Reporting Person
1,699,000 shares in the aggregate for all Reporting Persons and as to
all of which beneficial ownership is disclaimed
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12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* [X]
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13 Percent of Class Represented by Amount in Row (11) 8.50%
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14 Type of Reporting Person* IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
- 2 of 13 -
<PAGE>
CUSIP
No. 682305107 13D/A
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
AMERINDO INVESTMENT ADVISORS INC.
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2 Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds*
00
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5 Check Box if Disclosure of Legal Proceedings is Required [ ]
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6 Citizenship or Place of Organization
California
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7 Sole Voting Power
Number of NONE
Shares -----------------------------------------------------------------
Beneficially 8 Shared Voting Power
Owned By
Each 1,276,000 shares, as to all of which beneficial ownership
Reporting is disclaimed
Person -----------------------------------------------------------------
With 9 Sole Dispositive Power
NONE
-----------------------------------------------------------------
10 Shared Dispositive Power
1,276,000 shares, as to all of which beneficial ownership
is disclaimed
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11 Aggregate Amount Beneficially Owned By Each Reporting Person
1,276,000 shares, as to all of which beneficial ownership is disclaimed
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12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* [X]
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13 Percent of Class Represented by Amount in Row (11) 6.38%
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14 Type of Reporting Person* IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
- 3 of 13 -
<PAGE>
CUSIP
No. 682305107 13D/A
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
AMERINDO INVESTMENT ADVISORS, INC.
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2 Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds*
00
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5 Check Box if Disclosure of Legal Proceedings is Required [ ]
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6 Citizenship or Place of Organization
Panama
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7 Sole Voting Power
Number of NONE
Shares -----------------------------------------------------------------
Beneficially 8 Shared Voting Power
Owned By
Each 423,600 shares, as to all of which beneficial ownership
Reporting is disclaimed
Person -----------------------------------------------------------------
With 9 Sole Dispositive Power
NONE
-----------------------------------------------------------------
10 Shared Dispositive Power
423,600 shares, as to all of which beneficial ownership
is disclaimed
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11 Aggregate Amount Beneficially Owned By Each Reporting Person
423,600 shares, as to all of which beneficial ownership is disclaimed
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12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* [X]
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13 Percent of Class Represented by Amount in Row (11) 2.12%
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14 Type of Reporting Person* IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
- 4 of 13 -
<PAGE>
CUSIP
No. 682305107 13D/A
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
ALBERTO W. VILAR
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2 Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds*
00
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5 Check Box if Disclosure of Legal Proceedings is Required [ ]
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6 Citizenship or Place of Organization
United States
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7 Sole Voting Power
Number of NONE
Shares -----------------------------------------------------------------
Beneficially 8 Shared Voting Power
Owned By
Each 1,699,000 shares, as to all of which beneficial ownership
Reporting is disclaimed
Person -----------------------------------------------------------------
With 9 Sole Dispositive Power
NONE
-----------------------------------------------------------------
10 Shared Dispositive Power
1,699,000 shares, as to all of which beneficial ownership
is disclaimed
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned By Each Reporting Person
1,699,000 shares, as to all of which beneficial ownership is disclaimed
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* [X]
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13 Percent of Class Represented by Amount in Row (11) 8.50%
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14 Type of Reporting Person* IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
- 5 of 13 -
<PAGE>
CUSIP
No. 682305107 13D/A
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
GARY A. TANAKA
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2 Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds*
00
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5 Check Box if Disclosure of Legal Proceedings is Required [ ]
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6 Citizenship or Place of Organization
United States
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7 Sole Voting Power
Number of NONE
Shares -----------------------------------------------------------------
Beneficially 8 Shared Voting Power
Owned By
Each 1,699,000 shares, as to all of which beneficial ownership
Reporting is disclaimed
Person -----------------------------------------------------------------
With 9 Sole Dispositive Power
NONE
-----------------------------------------------------------------
10 Shared Dispositive Power
1,699,000 shares, as to all of which beneficial ownership
is disclaimed
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned By Each Reporting Person
1,699,000 shares, as to all of which beneficial ownership is disclaimed
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* [X]
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13 Percent of Class Represented by Amount in Row (11) 8.50%
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14 Type of Reporting Person* IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
- 6 of 13 -
<PAGE>
ITEM 1. Security and Issuer.
-------------------
The class of equity securities to which this statement relates is
the Common Stock of Oncogene Science Inc. ("the Issuer"), whose principal
executive offices are located at 106 Charles Lindbergh Blvd, Uniondale, NY
11553.
ITEM 2. Identity and Background.
-----------------------
This statement is being filed by Amerindo Investment
Advisors Inc., a California corporation whose principal executive offices
are located at One Embarcadero Center, Suite 2300, San Francisco,
California, 94111 ("Amerindo"), Amerindo Investment Advisors, Inc., a
Panama corporation, whose principal executive offices are located at
Edificio Sucre, Calle 48 Este, Bella Vista, Apartado 6277, Panama 5, Panama
("Amerindo Panama") and Alberto W. Vilar and Gary A. Tanaka. Although this
statement is being made jointly by Amerindo, Amerindo Panama and Messrs.
Vilar and Tanaka, each of them expressly disaffirms membership in any group
under Rule 13D-5 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or otherwise.
Amerindo is registered as an investment advisor under the Investment
Advisors Act of 1940, as amended. Messrs. Alberto W. Vilar and Gary A.
Tanaka, whose business addresses are the same as those set forth for
Amerindo and each of whom is a U.S. citizen, are the only directors and
executive officers of Amerindo Panama. They are also the only directors
and executive officers of Amerindo, other than Mr. James H. Furey,
Chief Operating Officer, and Mr. Joaquin Garcia-Larrieu, Chief Financial
Officer. Mr. Furey's business address is at Amerindo's offices at 399 Park
Avenue, New York, New York 10022, and Mr. Garcia's business address is
Gables International Plaza, 2655 Le Jeune Road, Suite 1112, Coral Gables,
FL 33134. Amerindo, Amerindo Panama and Messrs. Vilar and Tanaka are
sometimes hereinafter collectively referred to as the "Reporting Persons."
Messrs. Young and Garcia are sometimes hereinafter collectively referred to
as the "Other Named Individuals."
During the last five years, none of the Reporting Persons or Other
Named Individuals has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), nor has any such individual or entity
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which proceeding such individual or
entity was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
Federal or state securities laws or finding any violation with respect to
such laws.
ITEM 3. Source and Amounts of Funds or Other Consideration.
--------------------------------------------------
All purchases of the subject securities by the Reporting Persons
have been in the ordinary course of the respective businesses of Amerindo
and Amerindo Panama (collectively, the "Advisor Entities") as investment
advisors. Accordingly, the funds used to purchase the subject securities
have been client funds pertaining to accounts under management. Purchases
of the Issuer's securities by the Named Individuals would all be and have
all been made with their personal funds, except that margin credit may also
be, and may have been, employed.
- 7 of 13 -
<PAGE>
ITEM 4. Purpose of Transaction.
----------------------
All of the subject securities have been purchased by the Advisor
Entities in the ordinary course of their respective businesses as
investment advisors and not with the purpose of effecting changing or
influencing the control of the issuer or in connection with or as a
participant in any transaction having such purpose or effect, including any
transaction subject to Rule 13D-3(b) under the Exchange Act. Additionally,
because each of the Advisor Entities is obligated to act in the best
interests of its respective clients and in accordance with the respective
mandates of those clients, there is no agreement between or among any of
the Reporting Persons to act together with respect to the Issuer or its
securities, except that they may, from time to time and provided that
transactions are otherwise being effected at the same time, aggregate
orders for client accounts in order to receive more favorable trading
terms. Any of the subject securities acquired or which might in the future
be acquired by any of the Named Individuals have been and would be acquired
for investment and not with the purpose of effecting of changing or
influencing the control of the issuer or in connection with or as a
participant in any transaction having such purpose or effect, including any
transaction subject to Rule 13D-3(b) under the Exchange Act.
ITEM 5. Interests in Securities of Issuer.
---------------------------------
(a) See Exhibit "A" attached hereto for information setting forth for
each of the Reporting Persons and for each Named Individual the aggregate number
of shares of the Common Stock if Issuer beneficially owned by such person as of
May 3, 1996, and the percentage which such shares constitute of the total
number of shares outstanding, as reflected on Issuer's Form 10K for the Year
ended December 31, 1995, unless information has been obtained as of a later
date directly from the Issuer (with beneficial ownership determined as set forth
in Rule 13D-3 under the Exchange Act, but disclaimed except as set forth in the
Exhibit).
(b) Messrs. Vilar and Tanaka share voting and dispositive power over
all shares shown as owned by any of the Reporting Persons; however, each client
of the Advisor Entities has the unilateral right to terminate the advisory
arrangement with the Entity in question on notice which typically need not
exceed 30 days. Each of the Other Named Individuals has sole voting and
dispositive power as to the shares shown in Exhibit "A" as owned by him.
(c) The table contained in Exhibit "B" attached hereto sets forth for
each of the Reporting Persons and Named Individuals information concerning all
acquisitions and dispositions of Issuer's Common Stock by any such person
during the period beginning on March 3, 1996, and ending on May 3, 1996,
including (i) the date of the transaction (ii) whether the
transaction was a purchase or sale, (iii) the number of shares involved,
and (iv) the price per share at which the transaction was effected. All
transactions were effected on the open market.
(d) The shares covered by this statement are all owned by clients of
the Advisor Entities. No such person's interest in the securities included in
this statement exceeds 5% of the class outstanding.
(e) Inapplicable.
- 8 of 13 -
<PAGE>
ITEM 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities
of the Issuer.
------------------------------------------
Messrs. Vilar and Tanaka are the sole shareholders and directors
of each of the Advisor Entities. As stated above, clients of those
Entities generally have the right to terminate their investment advisory
arrangements with those Entities on notice of 30 days or less.
ITEM 7. Material to be Filed as Exhibits.
--------------------------------
Inapplicable
- 9 of 13 -
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete
and correct.
AMERINDO INVESTMENT ADVISORS INC.,
a California corporation
By: /s/ Alberto W. Vilar
----------------------------------------
ALBERTO W. VILAR, PRESIDENT
AMERINDO INVESTMENT ADVISORS, INC.
a Panama corporation
By: /s/ Alberto W. Vilar
----------------------------------------
ALBERTO W. VILAR, DIRECTOR
By: /s/ Alberto W. Vilar
----------------------------------------
ALBERTO W. VILAR
By: /s/ Gary A. Tanaka
----------------------------------------
GARY A. TANAKA
- 10 of 13 -
<PAGE>
EXHIBIT A
ONCOGENE SCIENCE INC.
COMMON STOCK
682305107
The following table sets forth for each of the Reporting
Persons and for each Other Named Individual the aggregate number of shares of
the Common Stock of the Issuer beneficially owned by such person as of December
31, 1995, and the percentage which such shares constitute of the total number
of shares outstanding, as reflected on Issuer's Form 10K for the Year
ended December 31, 1995, unless based on more recent information obtained
directly from the Issuer (with beneficial ownership determined
as set forth in Rule 13D-3 under the Exchange Act, but disclaimed as
set forth in the footnote):
NAME NO. OF SHARES (1) PERCENT OF CLASS
- ---- ------------- ----------------
Amerindo 1,276,000 6.38%
Amerindo Panama 423,600 2.12%
Alberto W. Vilar 1,699,000 8.50%
Gary A. Tanaka 1,699,000 8.50%
James H. Furey 0 0.00%
Joaquin Garcia 500 0.00%
- ----------------
(1) Messrs. Vilar and Tanaka, as the sole directors and shareholders of
each of the Advisor Entities, share voting and investment power as to all
shares shown as owned by the Advisor Entities, but they and the Advisor
Entities disclaim ownership of any of such shares. Each client of the
Advisor Entities has the unilateral right to terminate the advisory
arrangement with the Entity in question on notice which typically need not
exceed 30 days.
- 11 of 13 -
<PAGE>
EXHIBIT B
ONCOGENE SCIENCE INC.
COMMON STOCK
682305107
The following table sets forth for each of the Reporting Persons and Other
Named Individuals information concerning all acquisitions and dispositions
of the Issuer's Common Stock by any such person during the period beginning
on March 3, 1996, and ending on May 3, 1996, including (i) the
date of the transaction, (ii) whether the transaction was a purchase or
sale, (iii) the number of shares involved, and (iv) the price per share at
which the transaction was effected. All transactions were effected on the
open market.
Type of Number Price
Name Date Transaction of Shares per Share
---- ---- ----------- --------- ---------
Amerindo 3-12-96 Sell 2,500 $9.250
Amerindo 3-13-96 Sell 12,500 9.450
Amerindo 3-14-96 Sell 35,000 10.125
Amerindo 3-18-96 Sell 50,000 9.050
Amerindo 4-09-96 Buy 45,000 9.250
Amerindo 4-09-96 Buy 15,000 9.500
Amerindo 4-10-96 Buy 20,000 9.188
Amerindo 4-24-96 Buy 95,000 9.125
Amerindo 4-25-96 Buy 10,000 9.125
Amerindo 4-26-96 Buy 15,000 9.625
Amerindo 4-29-96 Buy 10,000 10.000
Amerindo 4-29-96 Buy 25,000 10.225
Amerindo 4-30-96 Buy 5,000 10.250
Amerindo 5-02-96 Buy 30,000 10.250
Amerindo 5-03-96 Buy 10,000 10.375
Amerindo 5-06-96 Buy 5,000 10.375
Joaquin Garcia 4-09-96 Buy 500 9.375
- 12 of 13 -
<PAGE>
EXHIBIT C
ONCOGENE SCIENCE INC.
COMMON STOCK
682305107
We hereby agree that the within Statement on Schedule 13D/A regarding our
beneficial ownership of Common Stock is filed on behalf of each of us.
AMERINDO INVESTMENT ADVISORS INC.,
a California corporation
By: /s/ Alberto W. Vilar
------------------------------------
ALBERTO W. VILAR, PRESIDENT
AMERINDO INVESTMENT ADVISORS, INC.,
a Panama corporation
By: /s/ Alberto W. Vilar
------------------------------------
ALBERTO W. VILAR, DIRECTOR
By: /s/ Alberto W. Vilar
------------------------------------
ALBERTO W. VILAR
By: /s/ Gary A. Tanaka
------------------------------------
GARY A. TANAKA
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