<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2 )
ARONEX PHARMACEUTICALS INC.
---------------------------------------
(Name of Issuer)
COMMON STOCK
---------------------------------------
(Title of Class of Securities)
042666107
------------------
(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).
(Continued on following pages(s))
<PAGE>
SCHEDULE 13G/A
CUSIP NO. 042666107
- --------------------------------------------------------------------------------
1) Name of Reporting Person
S.S. or I.R.S Identification
AMERINDO INVESTMENT ADVISORS INC., a California corporation, AMERINDO
INVESTMENT ADVISORS, INC., a Panama corporation, the AMERINDO INVESTMENT
ADVISORS INC. PROFIT SHARING TRUST, 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."
- --------------------------------------------------------------------------------
2) Check the Appropriate Box (a)
if a Member of a Group ----------------------------
(See Instructions) (b)
----------------------------
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Citizenship or Place of Organization
See Item 4 of separate cover pages for Reporting Persons
- --------------------------------------------------------------------------------
Number of Shares (5) Sole Voting Power
Beneficially Owned
by Each Reporting 10,000 shares in the aggregate for all Reporting Persons and
Person with as to all but a portion of which beneficial ownership is
disclaimed
(6) Shared Voting Power
1,031,250 shares in the aggregate for all Reporting Persons
and as to all of which beneficial ownership is disclaimed
(7) Sole Dispositive Power
10,000 shares in the aggregate for all Reporting Persons and
as to all but a portion of which beneficial ownership is
disclaimed
(8) Shared Dispositive Power
1,031,250 shares in the aggregate for all Reporting Persons
and as to all of which beneficial ownership is disclaimed
- -------------------------------------------------------------------------------
9) Aggregate Amount Beneficially
Owned by Each Reporting Person
1,041,250 shares in the aggregate for all Reporting Persons and as to
all but up to 10,000 of which beneficial ownership is disclaimed
- --------------------------------------------------------------------------------
10) Check if the Aggregate Amount [X]
in Row 9 Excludes Certain
Shares (See Instructions)
- --------------------------------------------------------------------------------
11) Percent of Class Represented
by Amount in Row 9 7.15%
- --------------------------------------------------------------------------------
12) Type of Reporting Person IA, EP, IN
(See Instructions)
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13G/A
CUSIP NO. 042666107
- --------------------------------------------------------------------------------
1) Name of Reporting Person
S.S. or I.R.S Identification
AMERINDO INVESTMENT ADVISORS INC.
- --------------------------------------------------------------------------------
2) Check the Appropriate Box (a)
if a Member of a Group ----------------------------
(See Instructions) (b)
----------------------------
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Citizenship or Place of Organization
California
- --------------------------------------------------------------------------------
Number of Shares (5) Sole Voting Power None
Beneficially Owned
by Each Reporting (6) Shared Voting Power
Person with
1,010,000 shares, as to all of which beneficial ownership
is disclaimed
(7) Sole Dispositive Power None
(8) Shared Dispositive Power
1,010,000 shares, as to all of which beneficial ownership
is disclaimed
- -------------------------------------------------------------------------------
9) Aggregate Amount Beneficially
Owned by Each Reporting Person
1,010,000 shares, as to all of which beneficial ownership is disclaimed
- --------------------------------------------------------------------------------
10) Check if the Aggregate Amount [X]
in Row 9 Excludes Certain
Shares (See Instructions)
- --------------------------------------------------------------------------------
11) Percent of Class Represented
by Amount in Row 9 6.94%
- --------------------------------------------------------------------------------
12) Type of Reporting Person IA
(See Instructions)
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13G/A
CUSIP NO. 042666107
- --------------------------------------------------------------------------------
1) Name of Reporting Person
S.S. or I.R.S Identification
AMERINDO INVESTMENT ADVISORS, INC.
- --------------------------------------------------------------------------------
2) Check the Appropriate Box (a)
if a Member of a Group ----------------------------
(See Instructions) (b)
----------------------------
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Citizenship or Place of Organization
Panama
- --------------------------------------------------------------------------------
Number of Shares (5) Sole Voting Power None
Beneficially Owned
by Each Reporting (6) Shared Voting Power
Person with
21,250 shares, as to all of which beneficial ownership is
disclaimed
(7) Sole Dispositive Power None
(8) Shared Dispositive Power
21,250 shares, as to all of which beneficial ownership is
disclaimed
- -------------------------------------------------------------------------------
9) Aggregate Amount Beneficially
Owned by Each Reporting Person
21,250 shares, as to all of which beneficial ownership is disclaimed
- --------------------------------------------------------------------------------
10) Check if the Aggregate Amount [X]
in Row 9 Excludes Certain
Shares (See Instructions)
- --------------------------------------------------------------------------------
11) Percent of Class Represented
by Amount in Row 9 0.14%
- --------------------------------------------------------------------------------
12) Type of Reporting Person IA
(See Instructions)
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13G/A
CUSIP NO. 042666107
- --------------------------------------------------------------------------------
1) Name of Reporting Person
S.S. or I.R.S Identification
AMERINDO INVESTMENT ADVISORS INC. PROFIT SHARING TRUST
- --------------------------------------------------------------------------------
2) Check the Appropriate Box (a)
if a Member of a Group ----------------------------
(See Instructions) (b)
----------------------------
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Citizenship or Place of Organization
Florida
- --------------------------------------------------------------------------------
Number of Shares (5) Sole Voting Power
Beneficially Owned
by Each Reporting 10,000 shares, as to all of which beneficial ownership is
Person with disclaimed
(6) Shared Voting Power None
(7) Sole Dispositive Power
10,000 shares, as to all of which beneficial ownership is
disclaimed
(8) Shared Dispositive Power None
- -------------------------------------------------------------------------------
9) Aggregate Amount Beneficially
Owned by Each Reporting Person
10,000 shares, as to all of which beneficial ownership is disclaimed
- --------------------------------------------------------------------------------
10) Check if the Aggregate Amount [X]
in Row 9 Excludes Certain
Shares (See Instructions)
- --------------------------------------------------------------------------------
11) Percent of Class Represented
by Amount in Row 9 0.07%
- --------------------------------------------------------------------------------
12) Type of Reporting Person EP
(See Instructions)
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13G/A
CUSIP NO. 042666107
- --------------------------------------------------------------------------------
1) Name of Reporting Person
S.S. or I.R.S Identification
ALBERTO W. VILAR
- --------------------------------------------------------------------------------
2) Check the Appropriate Box (a)
if a Member of a Group ----------------------------
(See Instructions) (b)
----------------------------
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Citizenship or Place of Organization
United States
- --------------------------------------------------------------------------------
Number of Shares
Beneficially Owned (5) Sole Voting Power
by Each Reporting
Person with 10,000 shares, as to only a portion of which beneficial
ownership is affirmed
(6) Shared Voting Power
1,031,250 shares, as to all of which beneficial ownership
is disclaimed
(7) Sole Dispositive Power
10,000 shares, as to only a portion of which beneficial
ownership is affirmed
(8) Shared Dispositive Power
1,031,250 shares, as to all of which beneficial ownership
is disclaimed
- -------------------------------------------------------------------------------
9) Aggregate Amount Beneficially
Owned by Each Reporting Person
1,041,250 shares, as to all but a portion of which beneficial ownership
is disclaimed
- --------------------------------------------------------------------------------
10) Check if the Aggregate Amount [X]
in Row 9 Excludes Certain
Shares (See Instructions)
- --------------------------------------------------------------------------------
11) Percent of Class Represented
by Amount in Row 9 7.15%
- --------------------------------------------------------------------------------
12) Type of Reporting Person IN
(See Instructions)
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13G/A
CUSIP NO. 042666107
- --------------------------------------------------------------------------------
1) Name of Reporting Person
S.S. or I.R.S Identification
GARY A. TANAKA
- --------------------------------------------------------------------------------
2) Check the Appropriate Box (a)
if a Member of a Group ----------------------------
(See Instructions) (b)
----------------------------
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Citizenship or Place of Organization
United States
- --------------------------------------------------------------------------------
Number of Shares (5) Sole Voting Power None
Beneficially Owned
by Each Reporting (6) Shared Voting Power
Person with
1,031,250 shares, as to all of which beneficial ownership
is disclaimed
(7) Sole Dispositive Power None
(8) Shared Dispositive Power
1,031,250 shares, as to all of which beneficial ownership
is disclaimed
- -------------------------------------------------------------------------------
9) Aggregate Amount Beneficially
Owned by Each Reporting Person
1,031,250 shares, as to all of which beneficial ownership is disclaimed
- --------------------------------------------------------------------------------
10) Check if the Aggregate Amount [X]
in Row 9 Excludes Certain
Shares (See Instructions)
- --------------------------------------------------------------------------------
11) Percent of Class Represented
by Amount in Row 9 7.08%
- --------------------------------------------------------------------------------
12) Type of Reporting Person IN
(See Instructions)
- --------------------------------------------------------------------------------
<PAGE>
Item 1.
- ------
(a) The name of issuer as to whose securities this statement relates is
Aronex Pharmaceuticals Inc. (the "Issuer").
(b) The address of Issuer's principal place of business is 3400 Research
Forest Drive, The Woodlands, TX 77381.
Item 2.
- -------
(a-c) 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"), the Amerindo Investment
Advisors Inc. Profit Sharing Trust, whose address is 2655 Le Jeune Road, Coral
Gables, Florida 33134 (the "Plan"), Alberto W. Vilar and Gary A. Tanaka
(sometimes hereinafter collectively referred to as the "Reporting Persons").
Although this statement is being made jointly by the Reporting Persons, 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 and Amerindo Panama are sometimes hereinafter collectively
referred to as the "Advisor Entities."
Each of the Advisor Entities is an investment advisor, and all of the
subject securities have been purchased by the Advisor Entities (or, in the case
of securities held, by the Plan) in the ordinary course of their respective
businesses as investment advisors and not with the purpose of effecting
change 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. Amerindo is
registered as an investment advisor under the Investment Advisors Act of 1940,
as amended. Messrs. Vilar and Tanaka are the sole shareholders and directors
of each of the Advisor Entities, and Mr. Vilar is sole trustee of the Plan
(which is a qualified employee benefit plan). 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, and because
the trustee of the Plan is required to act in the best interest of the
beneficiaries thereof, 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.
(d-e) This statement is being filed as to the Common Stock of
Aronex Pharmaceuticals Inc., Cusip Number 042666107.
<PAGE>
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
- ------ check whether the person filing is a:
(a-g) Inapplicable.
(h) This statement is being filed jointly by the Reporting Persons,
although each of them expressly disaffirms membership in any group under Rule
13d-5 under the Exchange Act.
Item 4. Ownership.
- ------ ---------
(a-c) The following table sets forth for each of the Advisor Entities and
for the Plan the aggregate number of shares of the Common Stock of the Issuer
beneficially owned by such person as of December 31, 1996, and the percentage
which such shares constitute of the total number of shares outstanding, as
reflected on the Issuer's Form 10Q for the Quarter ended September 30, 1996
(with beneficial ownership determined as set forth in Rule 13d-3 under the
Exchange Act, but with beneficial ownership being expressly disclaimed). Messrs.
Vilar and Tanaka, as the sole shareholders and directors of the Advisor
Entities, share with each other investment and dispositive power as to all
of the shares shown as owned by the Advisor Entities, who otherwise have sole
investment and dispositive power with respect thereto, except that each client
of the Advisor Entities has the unilateral right to terminate the advisory
agreement with the Advisor Entity in question on notice which typically need
not exceed 30 days. Mr. Vilar is sole trustee of the Plan.
Name No. of Shares Percent of Class
- ---- ------------- ----------------
Amerindo 1,010,000 6.94%
Amerindo Panama 21,250 0.14%
Plan 10,000 0.07%
Alberto W. Vilar 1,041,250 7.15%
Gary A. Tanaka 1,031,250 7.08%
<PAGE>
Item 5. Ownership of Five Percent or Less of a Class.
- ------ --------------------------------------------
Inapplicable.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
- ------ ---------------------------------------------------------------
The subject shares are all owned by clients of the Advisor Entities
or by the Plan. No such person's interest in the securities included in this
report exceeds 5% of the class outstanding.
Item 7. Identification and Classification of the Subsidiary Which
- ------ ---------------------------------------------------------
Acquired the Security Being Reported on By the Parent Holding
-------------------------------------------------------------
Company.
-------
Inapplicable.
Item 8. Identification and Classification of Members of the Group.
- ------ ---------------------------------------------------------
(a-c) 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"), the Amerindo Investment
Advisors Inc. Profit Sharing Trust, whose address is 2655 Le Jeune Road, Coral
Gables, Florida 33134 (the "Plan"), Alberto W. Vilar and Gary A. Tanaka
(sometimes hereinafter collectively referred to as the "Reporting Persons").
Although this statement is being made jointly by the Reporting Persons, 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 and Amerindo Panama are sometimes hereinafter collectively
referred to as the "Advisor Entities."
Each of the Advisor Entities is an investment advisor, and all of the
subject securities have been purchased by the Advisor Entities (or in the case
of securities held, by the Plan) in the ordinary course of their respective
businesses as investment advisors and not with the purpose of effecting change
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. Amerindo is
registered as an investment advisor under the Investment Advisors Act of 1940,
as amended. Messrs. Vilar and Tanaka are the sole shareholders and directors
of each of the Advisor Entities, and Mr. Vilar is sole trustee of the Plan
(which is a qualified employee benefits plan). 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 to act in the
best interest of the beneficiaries thereof, and because the trustee of the Plan
is required to act in the best interest of the beneficiaries thereof, 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.
(d-e) This statement is being filed as to the Common Stock of
Aronex Pharmaceuticals Inc., Cusip Number 042666107.
Item 9. Notice of Dissolution of Group.
- ------ ------------------------------
Inapplicable.
<PAGE>
Item 10. Certification.
- ------- -------------
By signing below, the undersigned certify that, to the best of their
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.
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief
of the undersigned, 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
AMERINDO INVESTMENT ADVISORS INC.
PROFIT SHARING TRUST
By: /s/ Alberto W. Vilar
------------------------------
ALBERTO W. VILAR, TRUSTEE
By: /s/ Alberto W. Vilar
------------------------------
ALBERTO W. VILAR
/s/ Gary A. Tanaka
------------------------------
GARY A. TANAKA
<PAGE>
EXHIBIT A
ARONEX PHARMACEUTICALS INC.
COMMON STOCK
042666107
We hereby agree that the within Statement on Schedule 13G/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
AMERINDO INVESTMENT ADVISORS INC.
PROFIT SHARING TRUST
By: /s/ Alberto W. Vilar
---------------------------------
ALBERTO W. VILAR, TRUSTEE
By: /s/ Alberto W. Vilar
---------------------------------
ALBERTO W. VILAR
/s/ Gary A. Tanaka
---------------------------------
GARY A. TANAKA
