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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. )*
Name of Issuer: Autoimmune Inc.
Title of Class of Securities: Common Stock, par value $.01
CUSIP Number: 052776101
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Garo H. Armen
c/o Armen Partners, L.P.
630 Fifth Avenue, Suite 2100
New York, New York 10111
(Date of Event which Requires Filing of this Statement)
9/19/97
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 [ ].
*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).
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CUSIP No. 052776101
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Garo H. Armen
2. Check the appropriate box if a member of a group
a.
b.
3. SEC Use Only
4. SOURCE OF FUNDS
AF, PF
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) of 2(e)
6. Citizenship or Place of Organization
U.S.
7. Sole Voting Power
8. Shared Voting Power
839,875
9. Sole Dispositive Power
10. Shared Dispositive Power
839,875
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11. Aggregate Amount Beneficially Owned by Each Reporting
Person
839,875
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
5.12%
14. Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1. SECURITY AND ISSUER
This statement relates to shares of common stock
(the "Common Stock") of Autoimmune Inc. ("Autoimmune"). The
principal executive office of Autoimmune is located at 128
Spring Street, Lexington, Massachusetts 02173.
2. IDENTITY AND BACKGROUND
This statement is being filed on behalf of Dr. Garo
H. Armen. Dr. Armen's principal office is located at 630
Fifth Avenue, Suite 2100, New York, New York 10111.
Dr. Armen has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). Dr. Armen has not,
during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction which resulted in 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 violations with respect to such laws.
Dr. Armen is a citizen of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, Dr. Armen is deemed to
beneficially own 839,875 shares of Common Stock. The Common
Stock is held by (i) Armen Partners, L.P. (the
"Partnership"), an investment limited partnership, of which
Dr. Armen is a general partner and the managing partner,
(ii) Armen Partners Offshore Fund, Ltd. (the "Fund"), an
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offshore investment fund, for which Armen Capital Management
Corp., a corporation of which Dr. Armen is the principal,
serves as investment manager, and (iii) GHA Management
Corporation (the "Corporation"), a corporation wholly-owned
by Dr. Armen. The Common Stock was purchased in open market
transactions at an aggregate cost of $2,112,927 at an
average price of $2.445 per share. The funds for the
purchase of the Common Stock held by the Partnership came
from capital contributions to the Partnership by its general
and limited partners. The funds for the purchase of Common
Stock held by the Fund came from contributions by the Fund's
shareholders. The funds for the purchase of the Common
Stock held by the Corporation came from Dr. Armen's personal
funds. Leverage was not used to effect the purchases of
Common Stock.
Item 4. PURPOSE OF TRANSACTION
The Common Stock deemed to be beneficially owned by
Dr. Armen was acquired for, and is being held for,
investment purposes. The reporting person may acquire
additional Common Stock, dispose of all or some of the
Common Stock from time to time, in each case in open market
transactions, block sales or purchases or otherwise, or may
continue to hold the Common Stock.
The reporting person does not have any plan or
proposal which relates to, or would result in, any of the
actions enumerated in Item 4 of the instructions to Schedule
13D.
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Item 5. INTEREST IN SECURITIES OF THE ISSUER
As of the date hereof, Dr. Armen is deemed to be
the beneficial owner of 839,875 shares of Common Stock of
Autoimmune. Based on Autoimmune's most recent Form 10-Q
filing, there are believed to be 16,389,243 shares of Common
Stock of Autoimmune outstanding. Therefore, Dr. Armen
beneficially owns approximately 5.12% of the outstanding
shares of Common Stock. Dr. Armen has the power to vote and
dispose of or direct the disposition and direct the vote of
all of the shares of Common Stock of which he is currently
deemed to beneficially own.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF
THE ISSUER
The reporting person does not have any contract,
arrangement, understanding or relationship with any person
with respect to the Common Stock of Autoimmune.
Item 7. Material to be Filed as Exhibits
Attached hereto as Exhibit A is a description of
the transactions in the shares of Autoimmune that were
effected by the reporting person during the past 60 days.
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Signature
The undersigned, after reasonable inquiry and to
the best of his knowledge and belief, certifies that the
information set forth in this statement is true, complete
and correct.
October 1, 1997
/s/ Garo H. Armen
Garo H. Armen
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EXHIBIT A
SCHEDULE OF TRANSACTIONS
Shares Acquired Price Per Share
Date or (Sold) (Excluding Commissions)
8/1/97 22,500 $2.059
8/5/97 5,700 2.000
8/8/97 23,000 2.000
8/22/97 3,500 2.000
8/29/97 66,500 2.483
9/10/97 31,175 2.786
9/12/97 17,500 2.625
9/16/97 3,400 2.625
9/17/97 9,100 2.625
9/19/97 30,000 2.594
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00875001.AK0
