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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)
PharmChem Laboratories, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
717133102
(CUSIP Number)
June 14, 1999
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/___/ Rule 13d-1(b)
/ X / Rule 13d-1(c)
/___/ Rule 13d-1(d)
* 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).
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays
a currently valid OMB control number.
SEC 1745 (3-98) Page 1 of 6
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CUSIP No. 717133102 Page 2 of 9 Pages
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1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Banner Partners
- ----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)/ X /
(b)/ /
- ----------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
- ----------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY ---------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 360,100
REPORTING ---------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 137,083
---------------------------------------
8 SHARED DISPOSITIVE POWER
360,100
- ----------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- ----------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
497,183
- ----------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.6%
- ----------------------------------------------------------------
12 TYPE OF REPORTING PERSON (See Instructions)
PN
- ----------------------------------------------------------------
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CUSIP No. 717133102 Page 3 of 9 Pages
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1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
William C. Edwards
- ----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)/ X /
(b)/ /
- ----------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ----------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY ---------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 360,100
REPORTING ---------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 0
---------------------------------------
8 SHARED DISPOSITIVE POWER
360,100
- ----------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
360,100
- ----------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
- ----------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.2
- ----------------------------------------------------------------
12 TYPE OF REPORTING PERSON (See Instructions)
IN
- ----------------------------------------------------------------
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CUSIP No. 717133102 Page 4 of 9 Pages
- ----------------------------------------------------------------
1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Alan R. Brudos
- ----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)/ X /
(b)/ /
- ----------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ----------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY ---------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 360,100
REPORTING ---------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 0
---------------------------------------
8 SHARED DISPOSITIVE POWER
360,100
- ----------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
360,100
- ----------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
- ----------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.2
- ----------------------------------------------------------------
12 TYPE OF REPORTING PERSON (See Instructions)
IN
- ----------------------------------------------------------------
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CUSIP No. 717133102 13G Page 5 of 9 Pages
ITEM 1.
(a) The name of the issuer is PharmChem Laboratories, Inc. (the
"Issuer").
(b) The principal executive office of the Issuer is located at
1505A O'Brien Drive, Menlo Park, CA 94025.
ITEM 2.
(a) The names of the persons filing this statement are Banner
Partners ("Banner"), William C. Edwards ("Edwards") and
Alan R. Brudos ("Brudos") (collectively, the "Filers").
(b) The principal business office of the Filers is located at
3000 Sand Hill Road, Bldg. 1, Ste. 190, Menlo Park, CA 94025.
(c) See Item 4 of the cover sheet for each Filer.
(d) This statement relates to shares of common stock of the Issuer
(the "Stock").
(e) The CUSIP number of the Stock is 717133102.
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CUSIP No. 717133102 Page 6 of 9 Pages
ITEM 3. If this statement is filed pursuant to rule 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) ___ Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o).
(b) ___ Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
(c) ___ Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) ___ Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) ___ An investment adviser in accordance with 240.13d-
1(b)(1)(ii)(E).
(f) ___ An employee benefit plan or endowment fund in accordance
with 240.13d-1(b)(1)(ii)(F).
(g) ___ A parent holding company or control person in accordance
with 240.13d-1(b)(1)(ii)(G)
(h) ___ A savings association as defined in section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) ___ A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3).
(j) ___ Group, in accordance with section 240.13d-1(b)(1)(ii)(J)
<PAGE>
CUSIP No. 717133102 13G Page 7 of 9 Pages
ITEM 4. OWNERSHIP
See Items 5-9 and 11 on the cover sheet for each Filer.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following /___/.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Edwards and Brudos are the general partners of Banner. A portion of
Banner's assets are managed by Palo Alto Investors ("PAI"), an investment
adviser, pursuant to an Investment Management Agreement. Banner's account
managed by PAI holds 360,100 shares of the Stock. Banner also owns and
manages, independently of any investment adviser, 137,083 shares of the
Stock. PAI has filed a separate Schedule 13G with respect to its holdings
of the Stock, on which are included the shares in Banner's account managed
by PAI.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
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CUSIP No. 717133102 13G Page 8 of 9 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.
Dated: November 29, 1999
BANNER PARTNERS
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
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
CSR/4325/002/1074752
