INVESCO MIM PLC
SC 13G/A, 1994-02-14
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<PAGE>
 

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                  SCHEDULE 13G


                   Under the Securities Exchange Act of 1934
                             
                              (Amendment No. 2)      


                                 Cytorad, Inc.
- --------------------------------------------------------------------------------
                               (Name of Issuer)

                  Units (of Cytorad, Inc. and Cytogen Corp.)
- --------------------------------------------------------------------------------
                        (Title of Class of Securities)

                                   232920207
                   ------------------------------------------
                                (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. 232920207                                        Page 2 of 13 Pages
                                      13G
 
1    NAME OF REPORTING PERSON
     S.S OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON

          INVESCO PLC
          No SS or IRS Identification Number

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                          
                                                                                
                                                        (a)                     
                                                            ------              
                                                                                
                                                        (b)   X                 
                                                            -----               
                                                                                
3    SEC USE ONLY                                                               
                                                                                
                                                                                
4    CITIZENSHIP OR PLACE OF ORGANIZATION                                       
                                                                                
          England                                                               
                                                                                
                          5    SOLE VOTING POWER                                
NUMBER OF SHARES                    None                                        
BENEFICIALLY OWNED                                                              
BY EACH REPORTING         6    SHARED VOTING POWER                              
PERSON WITH
                                    200,000                                     
                                                                                
                          7    SOLE DISPOSITIVE POWER                           
                                    None                                        
                                                                                
                                                                                
                          8    SHARED DISPOSITIVE POWER                         
                                    200,000                                     
                                                                                
9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING                      
     PERSON                                                                     
          200,000                                                               
                                                                                
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES                      
     CERTAIN SHARES*                                                            
                                                                                
                                                                                
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                            
          5.7%                                                                  
                                                                                
12   TYPE OF REPORTING PERSON*                                                  
          H.C.                                                              

                      *SEE INSTRUCTION BEFORE FILLING OUT
 
<PAGE>
 
CUSIP NO. 232920207                                         Page 3 of 13 Pages
                                      13G                                      
                                                                               
1    NAME OF REPORTING PERSON                                                  
     S.S OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON                           
                                                                               
          INVESCO North American Group, Ltd.                                   
          No SS or IRS Identification Number                                   
                                                                               
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                         
                                                                               
                                                        (a)                    
                                                            ------             
                                                                               
                                                        (b)   X                
                                                            -----              
                                                                               
3    SEC USE ONLY                                                              
                                                                               
                                                                               
4    CITIZENSHIP OR PLACE OF ORGANIZATION                                      
                                                                               
          England                                                              
                                                                               
                          5    SOLE VOTING POWER                               
NUMBER OF SHARES                    None                                       
BENEFICIALLY OWNED                                                             
BY EACH REPORTING         6    SHARED VOTING POWER
PERSON WITH                             
                                    200,000                                    
                                                                               
                          7    SOLE DISPOSITIVE POWER                          
                                    None                                       
                                                                               
                                                                               
                          8    SHARED DISPOSITIVE POWER                        
                                    200,000                                    
                                                                               
9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING                     
     PERSON                                                                    
          200,000                                                              
                                                                               
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES                     
     CERTAIN SHARES*                                                           
                                                                               
                                                                               
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                           
          5.7%                                                                 
                                                                               
12   TYPE OF REPORTING PERSON*                                                 
          H.C.                                                                 
                                                                               
                                                                                
                      *SEE INSTRUCTION BEFORE FILLING OUT
 
<PAGE>
 
CUSIP NO. 232920207                                        Page 4 of 13 Pages 

                                      13G

                                                                               
1    NAME OF REPORTING PERSON                                                  
     S.S OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON                           
                                                                               
          INVESCO, Inc.
          IRS Identification Number 58-1995394
                                                                               
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                         
                                                                               
                                                        (a)                    
                                                            ------             
                                                                               
                                                        (b)   X                
                                                            -----              
                                                                               
3    SEC USE ONLY                                                              
                                                                               
                                                                               
4    CITIZENSHIP OR PLACE OF ORGANIZATION                                      
                                                                               
          England                                                              
                                                                               
                          5    SOLE VOTING POWER                               
NUMBER OF SHARES                    None                                       
BENEFICIALLY OWNED                                                             
BY EACH REPORTING         6    SHARED VOTING POWER                             
PERSON WITH
                                    200,000                                    
                                                                               
                          7    SOLE DISPOSITIVE POWER                          
                                    None                                       
                                                                               
                                                                               
                          8    SHARED DISPOSITIVE POWER                        
                                    200,000                                    
                                                                               
9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING                     
     PERSON                                                                    
          200,000                                                              
                                                                               
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES                     
     CERTAIN SHARES*                                                           
                                                                               
                                                                               
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                           
          5.7%                                                                 
                                                                               
12   TYPE OF REPORTING PERSON*                                                 
          H.C.                                                                 
                                                                               

                      *SEE INSTRUCTION BEFORE FILLING OUT
 
<PAGE>
 
CUSIP NO. 232920207                                         Page 5 of 13 Pages 
 
                                      13G                                      
 
1    NAME OF REPORTING PERSON                                                  
     S.S OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON                           
                                                                               
          INVESCO North American Holdings, Inc.                                
          IRS Identification Number 51-0264787                                 
                                                                               
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                          
                                                                                
                                                        (a)                     
                                                            ------              
                                                                                
                                                        (b)   X                 
                                                            -----               
                                                                               
3    SEC USE ONLY                                                              
                                                                               
                                                                               
4    CITIZENSHIP OR PLACE OF ORGANIZATION                                      
                                                                               
          England                                                              
                                                                               
                          5    SOLE VOTING POWER                               
NUMBER OF SHARES                    None                                       
BENEFICIALLY OWNED                                                             
BY EACH REPORTING         6    SHARED VOTING POWER                             
PERSON WITH
                                    200,000                                    
                                                                               
                          7    SOLE DISPOSITIVE POWER                          
                                    None                                       
                                                                               
                                                                               
                          8    SHARED DISPOSITIVE POWER                        
                                    200,000                                    
                                                                               
9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING                     
     PERSON                                                                    
          200,000                                                              
                                                                               
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES                     
     CERTAIN SHARES*                                                           
                                                                               
                                                                               
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                           
          5.7%                                                                 
                                                                               
12   TYPE OF REPORTING PERSON*                                                 
          H.C.                                                                 
                                                                               
                                                                               
                      *SEE INSTRUCTION BEFORE FILLING OUT                       
 
<PAGE>
 
CUSIP NO. 232920207                                         Page 6 of 13 Pages
                                                                               
                                      13G                                      
                                                                               
1    NAME OF REPORTING PERSON                                                  
     S.S OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON                           
                                                                               
          INVESCO Funds Group, Inc.                              
          IRS Identification Number 84-0235630
                                                                               
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                          
                                                                                
                                                        (a)                     
                                                            ------              
                                                                                
                                                        (b)   X                 
                                                            -----               
                                                                               
3    SEC USE ONLY                                                              
                                                                               
                                                                               
4    CITIZENSHIP OR PLACE OF ORGANIZATION                                      
                                                                               
          England                                                              
                                                                               
                          5    SOLE VOTING POWER                               
NUMBER OF SHARES                    None                                       
BENEFICIALLY OWNED                                                             
BY EACH REPORTING         6    SHARED VOTING POWER                             
PERSON WITH 
                                    200,000                                    
                                                                               
                          7    SOLE DISPOSITIVE POWER                          
                                    None                                       
                                                                               
                                                                               
                          8    SHARED DISPOSITIVE POWER                        
                                    200,000                                    
                                                                               
9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING                     
     PERSON                                                                    
          200,000                                                              
                                                                               
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES                     
     CERTAIN SHARES*                                                           
                                                                               
                                                                               
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                           
          5.7%                                                                 
                                                                               
12   TYPE OF REPORTING PERSON*                                                 
          H.C.                                                                 
                                                                               
                                                                               
                      *SEE INSTRUCTION BEFORE FILLING OUT                       
 
<PAGE>

Schedule 13G                                           Page 7 of 13 Pages


ITEM 1 (A) NAME OF ISSUER:

               Cytorad, Inc.

ITEM 1 (B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

               600 College Road East
               Princeton, NJ  08540

ITEM 2 (A) NAME OF PERSON FILING:

               INVESCO PLC

ITEM 2 (B) ADDRESS OF PRINCIPAL OFFICE:

               11 Devonshire Square
               London EC2M 4YR
               England

ITEM 2 (C) CITIZENSHIP:

               Organized under the laws of England

ITEM 2 (D) TITLE OF CLASS OF SECURITIES:

               Units

ITEM 2 (E) CUSIP NUMBER:   232920207


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)  ( )  Broker or Dealer registered under Section 15 of the Act.
     (b)  ( )  Bank as defined in Section 3(a)(6) of the Act.
     (c)  ( )  Insurance Company as defined in Section 3(a)(19) of the Act.
     (d)  ( )  Investment Company registered under Section 8 of the
               Investment Company Act.
     (e)  ( )  Investment Adviser registered under Section 203 of the
               Investment Advisers Act of 1940.
     (f)  ( )  Employee Benefit Plan, Pension Fund which is subject to
               provisions of Employee Retirement Income Security Act of 
               1974 or Endowment Fund; see (S)240.13d-1(b)(1)(ii)(F).
     (g)  (X)  Parent Holding Company in accordance with 
               (S)240.13d-1(b)(ii)(G).  (Note:  see Item 7)
     (h)  ( )  Group, in accordance with (S)240.13d-1(b)(1)(ii)(H).
<PAGE>
 
Schedule 13G                                              Page 8 of 13 Pages


ITEM 4    OWNERSHIP:

      *The information in items 1 and 5 through 11 on the cover pages (pp. 2-5)
      on Schedule 13G is hereby incorporated by reference.

      The reporting persons expressly declare that the filing of this statement
      on Schedule 13G shall not be construed as an admission that they are, for
      the purposes of Section 13(d) or 13(g) of the Securities and Exchange Act
      of 1934, the beneficial owners of any securities covered by this 
      statement.

ITEM 5    OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

               Not applicable

ITEM 6    OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

          The reporting persons hold the securities covered by this report on
          behalf of other persons who have the right to receive or the power to
          direct the receipt of dividends from, or the proceeds from the sale of
          such securities.  The interest of any such persons does not exceed 5%
          of the class of securities.

ITEM 7    IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARIES WHICH ACQUIRED
          THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:

             X   INVESCO North American Group, Ltd. - holding company in
           ----- accordance with Rule 13d-1(b)(ii)(G).

             X   INVESCO, Inc. - holding company also in accordance with Rule
           ----- 13d-1(b)(ii)(G).

             X   INVESCO North American Holdings, Inc. - holding company also
           ----- in accordance with Rule 13d-1(b)(ii)(G).

                 INVESCO Capital Management, Inc. - investment
           ----- adviser registered under Section 203 of the Investment Advisers
                 Act of 1940.

             X   INVESCO Funds Group, Inc. - investment adviser registered
           ----- under Section 203 of the Investment Advisers Act of 1940.

                 INVESCO Management & Research - investment adviser
           ----- registered under Section 203 of the Investment Advisers Act of
                 1940.

                 INVESCO MIM Management Limited - investment adviser
           ----- organized under the laws of England.
 
<PAGE>
 
Schedule 13G                                                 Page 9 of 13 Pages
 
 
          Subsidiaries not indicated with (X) have acquired no shares of
          security being reported on.
 
ITEM 8    IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP.
 
               Not applicable.
 
ITEM 9    NOTICE OF DISSOLUTION OF GROUP.

               Not applicable.
 
<PAGE>
 
Schedule 13G                                               Page 10 of 13 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.
  
Date:  2-8-94   
                                    
                                    /s/ Michael S. Perman
                                    -------------------------------------------
                                    Michael S. Perman, as Company 
                                    Secretary for each of INVESCO    
                                    PLC and INVESCO North American 
                                    Group, Ltd.
 
<PAGE>
 
Schedule 13G                                              Page 11 of 13 Pages


ITEM 10   CERTIFICATION:

          By signing below, I certify that, to the best of my 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 purposes or effect.

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.
 
     2-8-94    
- -------------------------------------
Date

/s/ Penelope P. Alexander 
- -------------------------------------
Penelope P. Alexander, Secretary
INVESCO, Inc.
 
<PAGE>
 
Schedule 13G                                              Page 12 of 13 Pages
  
  
ITEM 10   CERTIFICATION:
 
          By signing below, I certify that, to the best of my 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 purposes or effect.
 
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.
  
     2-8-94    
- -------------------------------------
Date
  
/s/ Dan J. Hesser  
- --------------------------------------
Dan J. Hesser, Secretary
INVESCO North American Holdings, Inc.
 
<PAGE>
 
Schedule 13G                                              Page 13 of 13 Pages
 
 
ITEM 10   CERTIFICATION:
 
          By signing below, I certify that, to the best of my 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 purposes or effect.
 
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.
  
      2-8-94   
- -------------------------------------
Date
  
/s/ Glen A. Payne    
- -------------------------------------
Glen A. Payne, Secretary
INVESCO Funds Group, Inc.
 



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