UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0145
Washington, D.C. 20549 Expires: October 31, 1994
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
ANERGEN, INC.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
034602-10-2
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(CUSIP Number)
Check the following box if a fee is being paid with this 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.)
Page 1 of 8 pages
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3100 Schedule 13G
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CUSIP No. 034602-10-2 13G Page 2 of 8 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ORTELIUS TRADING L.P.; 13-3512778
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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 CITIZENSHIP OR PLACE OF ORGANIZATION
Deleware
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NUMBER OF 5 SOLE VOTING POWER 0
SHARES ----------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER 0
OWNED BY ----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER 0
REPORTING ----------------------------------------------------------------
PERSON WITH 8 SHARED DISPOSITIVE POWER 0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 0 shares of Common Stock
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0
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12 TYPE OF REPORTING PERSON
BD
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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3100 Schedule 13G
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CUSIP No. 034602-10-2 13G Page 3 of 8 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GDK, 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 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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NUMBER OF 5 SOLE VOTING POWER 340,371
SHARES -------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER 0
OWNED BY -------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER 340,371
REPORTING -------------------------------------------------------------
PERSON WITH 8 SHARED DISPOSITIVE POWER 0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 340,371 shares of Common Stock
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.3%
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12 TYPE OF REPORTING PERSON
BD
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1(a). Name of Issuer:
Anergen, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
301 Penobscot Drive
Redwood City, California 94063
Item 2(a). Name of Person Filing:
This Amendment 2 to Form 13G is being filed by (i) GDK, Inc., a corporation
formed under the laws of the British Virgin Islands ("GDK"), with respect to
shares of common stock of the issuer ("Common Stock") beneficially owned by it
as of December 31, 1995, and (ii) Ortelius Trading L.P., a Delaware limited
partnership ("Ortelius").
As of December 31, 1995, Ortelius no longer beneficialy owned any shares of
Common Stock.
Pursuant to Rule 13d-3(d)(1), the aggregate number of shares of Common Stock
beneficially owned by GDK as of December 31, 1995, is 340,371. This total is
comprised of 223,217 shares of Common Stock and 117,154 shares of Common Stock
underlying a warrant which is exercisable at the discretion of GDK at any time
between now and June 30, 1997. GDK also has entered into a so-called "equity
swap" with respect to 135,000 shares of Common Stock. Pursuant to the contract
which effects the equity swap, GDK (i) receives a fixed return of 1.5% per annum
on the value of the contract and, on a quarterly basis, an amount equal to any
decrease in the value of the 135,000 shares of Common Stock below an initial
base price of $3.625 per share, as adjusted on pre-determined valuation dates,
and (ii) is obligated to pay, on a quarterly basis, an amount equal to any
increase in the value of the 135,000 shares of Common Stock above an initial
base price of $3.625 per share, as adjusted on pre-determined valuation dates.
The contract does not affect GDK's right to vote and/or dispose of the shares of
Common Stock owned by it. Caxton Corporation, a Delaware corporation ("Caxton"),
is GDK's trading advisor. Subject to termination of its contractual relationship
with GDK by a vote of its Board of Directors, Caxton acts on behalf of GDK as
its trading advisor. In such capacity, Caxton directs GDK's securities
investments and is vested with authority over the voting and disposition of the
shares of Common Stock.
Page 4 of 8 pages
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Item 2(b). Address of Principal Business Office, or, if None,
Residence.
The address of the principal office of Ortelius Trading L.P. is
667 Madison Avenue, 10th floor, New York, New York 10021. The
address of the principal office of GDK, Inc. is c/o its Manager,
Leeds Management Limited, 129 Front Street, Penthouse, Hamilton
HM12 Bermuda.
Item 2(c). Citizenship:
Ortelius: Delaware
GDK: British Virgin Islands
Item 2(d). Title of Class of Securities:
Common Stock, no par value
Item 2(e). CUSIP NUMBER: 034602-10-2
Item 3. The reporting persons originally filed as a group, in accordance with
Rule 13d-1(b)(1)(ii)(H). Each of the reporting persons is a broker or dealer
registered under Section 15 of the Securities Exchange Act of 1934. Subsequent
to the disposition of the Common Stock beneficially owned by Ortelius, Ortelius
filed Form BDW in order to withdraw its broker-dealer registration.
Item 4. Ownership.
(a) Amount beneficially owned: The amount of securities beneficially owned by
Ortelius as of December 31, 1995, is zero. The amount of securities beneficially
owned by GDK as of December 31, 1995, is 340,371, consisting, pursuant to Rule
13d-3(d)(1), of 223,217 shares of Common Stock and a warrant currently
exercisable for 117,154 shares of Common Stock.
(b) Percent of class: As of December 31, 1995, Ortelius beneficially owned
0.0% of the class of Common Stock. As of December 31, 1995, GDK beneficially
owned 2.3% of the class of Common Stock.
(c) Number of shares as to which Ortelius has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition
of: 0
Page 5 of 8 pages
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(iv) Shared power to dispose or to direct the disposition
of: 0
Number of shares as to which GDK has:
(i) Sole power to vote or to direct the vote: 340,371
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition
of: 340,371
(iv) Shared power to dispose or to direct the disposition
of: 0
Item 5. Ownership of Five Percent or Less of a Class. Each of Ortelius and GDK
has ceased to be the beneficial owner of more than five percent of the Common
Stock.
Item 6. Ownership of More than Five Percent on Behalf of
Another Person. NA
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Reported on the Parent Holding
Company. NA
Item 8. Identification and Classification of members of the
Group. NA
Item 9. Notice of Dissolution of Group. NA
Item 10. Certification.
By signing below, each of the reporting persons hereby certifies that, to the
best of its 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.
Page 6 of 8 pages
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SIGNATURE
Afterreasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete, and correct.
February , 1996
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Date
GDK, INC.
By:__________________________
Maxwell Quin
Secretary
By:__________________________
Nitin Aggarwal
President
Page 7 of 8 pages
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SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete, and correct.
February , 1996
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Date
ORTELIUS TRADING L.P.
By: Caxton Corporation
By:_____________________________
Peter D'Angelo
President
