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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
PharmChem Laboratories, Incorporated
(Name of Issuer)
Common Stock
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(Title of Class of Securities)
717133102
(CUSIP Number)
William C. Edwards
c/o Bryan & Edwards
3000 Sand Hill Road, Bldg. 1, Ste. 190
Menlo Park, CA 94025
(415) 854-1555
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
April 16, 1996
(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 / /.
Check the following box 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).
SEC 1746 (12-91)
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SCHEDULE 13D
CUSIP No. 717133102 Page 2 of 9 Pages
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1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Banner Partners
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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*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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NUMBER OF 7 SOLE VOTING POWER
SHARES 137,083
BENEFICIALLY --------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 272,500
REPORTING --------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 137,083
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
272,500
- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
409,583
- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
- ---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 717133102 Page 3 of 9 Pages
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1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON
William C. Edwards
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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*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY --------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 409,583
REPORTING --------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH -0-
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
409,583
- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
409,583
- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
- ---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ---------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 717133102 Page 4 of 9 Pages
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1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Alan R. Brudos
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /* /
(b) / /
- ---------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- ---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) / /
- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ---------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY --------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 409,583
REPORTING --------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH -0-
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
409,583
- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
409,583
- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
- ---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ---------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 717133102 Page 5 of 9 Pages
ITEM 1. SECURITY AND ISSUER.
This amended statement relates to shares of Common Stock (the "Stock") of
PharmChem Laboratories, Incorporated ("PharmChem"). The principal executive
office of PharmChem is located at 1505A O'Brien Drive, Menlo Park, CA 94025.
ITEM 2. IDENTITY AND BACKGROUND.
The persons filing this statement and the persons enumerated in Instruction
C of Schedule 13D and, where applicable, their respective places of
organization, general partners, directors, executive officers and controlling
persons, and the information regarding them, are as follows:
(a) Banner Partners ("Banner"); William C. Edwards ("Edwards"); Alan R.
Brudos ("Brudos")
(b) The business address of Banner, Edwards and Brudos is 3000 Sand Hill
Road, Bldg. 1, Ste. 190, Menlo Park, CA 94025
(c) Edwards and Brudos are the general partners of Banner, which is an
investment limited partnership.
(d) During the last five years, none of such persons has been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, none of such persons was a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding 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.
(f) All of such persons are citizens of the United States of America.<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 717133102 Page 6 of 9 Pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of funds used in purchasing the Stock were as follows:
Purchaser Source of Funds Amount
Banner (managed
by Palo Alto Investors) Working Capital $ 978,027.15
Banner (alone) Working Capital $ 213,927.97
Banner (total) Working Capital $1,191,955.10
ITEM 4. PURPOSE OF TRANSACTION.
The principal purpose of the acquisitions of securities is investment. The
persons named in Item 2 of this statement have no plans or proposals that
relate to or would result in:
(a) An extraordinary corporate transaction, such as a merger, reorganization
or liquidation, involving PharmChem or any of its subsidiaries;
(b) A sale or transfer of a material amount of assets of PharmChem or of any
of its subsidiaries;
(c) Any change in the present board of directors or management of PharmChem,
including any plans or proposals to change the number or term of directors or
to fill any existing vacancies on the board;
(d) Any material change in the present capitalization or dividend policy of
PharmChem;
(e) Any other material change in PharmChem's business or corporate
structure;
(f) Changes in PharmChem's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of
PharmChem by any person;
(g) Causing a class of securities of PharmChem to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
(h) A class of equity securities of PharmChem becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or
(i) Any action similar to any of those enumerated above.
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 717133102 Page 7 of 9 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The beneficial ownership of the Stock of the persons named in Item 2 of this
amended statement is as follows at the date hereof:
Aggregate
Beneficially
Owned Voting Power Dispositive Power
Name Number Percent Sole Shared Sole Shared
Banner 409,583 7.3% 137,083 272,500 137,083 272,500
Edwards 409,583 7.3% -0- 409,583 -0- 409,583
Brudos 409,583 7.3% -0- 409,583 -0- 409,583
The persons filing this statement effected the following transactions in the
Stock on the dates indicated, and such transactions are the only transactions
in the Stock since February 16, 1996, by the persons filing this statement:
Purchase Number Price Broker
Name or Sale Date of Shares Per Share Used
Banner P 4-16-96 19,100 3.31 VOLP
VOLP - Volpe Welty & Co.<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 717133102 Page 8 of 9 Pages
ITEM. 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Edwards and Brudos are the general partners of Banner pursuant to a limited
partnership agreement (the "LPA"). The LPA provides to the general partners
the authority, among other things, to invest Banner's funds in the Stock, to
vote and dispose of those securities and to file this statement on Banner's
behalf. Pursuant to the LPA, Edwards and Brudos are entitled to fees based
on assets under management and special profit allocations based on realized
and unrealized gains and losses, if certain conditions are met. Pursuant to
Banner's investment management agreement (the "IMA") with Palo Alto Investors
("PAI"), PAI is authorized, among other things, to invest a portion of
Banner's funds and to vote and dispose of securities acquired by such funds.
The IMA may be terminated by either party on notice as provided in the IMA
and provides for fees paid to PAI based on assets under management and
realized and unrealized gains. The previous filing of this Schedule 13D
mistakenly described Banner's account managed by PAI as constituting a
distinct partnership called "Banner Partners, Minaret." No such separate
partnership exists. Banner owns and manages, independently of any investment
adviser or manager, 137,083 shares of the Stock. Banner also owns, in an
account managed by PAI, 272,500 shares of the Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
A. Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G
(previously filed).
SIGNATURES
After reasonable inquiry and to the best of my knowledge, I certify that
the information set forth in this statement is true, complete and correct.
DATED: April 24, 1996
BANNER PARTNERS,
a California limited partnership
By: /s/ William C. Edwards
William C. Edwards,
General Partner
By: /s/ Alan R. Brudos
Alan R. Brudos,
General Partner
/s/ William C. Edwards
William C. Edwards
/s/ Alan R. Brudos
Alan R. Brudos
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 717133102 Page 9 of 9 Pages
EXHIBIT A
AGREEMENT REGARDING JOINT FILING
OF STATEMENT ON SCHEDULE 13D OR 13G
The undersigned agree to file jointly with the Securities and Exchange
Commission (the "SEC") any and all statements on Schedule 13D or Schedule 13G
(and any amendments or supplements thereto) required under section 13(d) of
the Securities Exchange Act of 1934, as amended, in connection with purchases
by the undersigned of Common Stock ("Stock") of PharmChem Laboratories,
Incorporated, a California corporation. For that purpose, the undersigned
hereby constitute and appoint Banner Partners, a California limited
partnership, as their true and lawful agent and attorney-in-fact, with full
power and authority for and on behalf of the undersigned to prepare or cause
to be prepared, sign, file with the SEC and furnish to any other person all
certificates, instruments, agreements and documents necessary to comply with
section 13(d) and section 16(a) of the Securities Exchange Act of 1934, as
amended, in connection with said purchases, and to do and perform every act
necessary and proper to be done incident to the exercise of the foregoing
power, as fully as the undersigned might or could do if personally present.
DATED: April 24, 1996
BANNER PARTNERS,
a California limited partnership
By: /s/ William C. Edwards
William C. Edwards,
General Partner
By: /s/ Alan R. Brudos
Alan R. Brudos,
General Partner
/s/ William C. Edwards
William C. Edwards
/s/ Alan R. Brudos
Alan R. Brudos
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