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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)*
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)
11/20/97
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
1,058,600
9. Sole Dispositive Power
10. Shared Dispositive Power
1,058,600
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11. Aggregate Amount Beneficially Owned by Each Reporting
Person
1,058,600
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
6.46%
14. Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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This Amendment No. 1 to Schedule 13D relating to shares of
common stock (the "Common Stock") of Autoimmune Inc.
("Autoimmune") is being filed on behalf of Dr. Garo H. Armen
to report a material change in his beneficial ownership of
Common Stock.
Item 1. SECURITY AND ISSUER
No change.
Item 2. IDENTITY AND BACKGROUND
No change.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, Dr. Armen is deemed to
beneficially own 1,058,600 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
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 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
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funds. Leverage was not used to effect the purchases of
Common Stock.
Item 4. PURPOSE OF TRANSACTION
No change.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
As of the date hereof, Dr. Armen is deemed to be
the beneficial owner of 1,058,600 shares of Common Stock of
Autoimmune. Based on Autoimmune's most recent Form 10-Q
filing dated November 10, 1997, as of October 31, 1997 there
were 16,392,896 shares of Common Stock of Autoimmune
outstanding. Therefore, Dr. Armen beneficially owns
approximately 6.46% 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
No change.
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.
December 4, 1997
/s/ Garo H. Armen
Garo H. Armen
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00875001.AK6
EXHIBIT A
SCHEDULE OF TRANSACTIONS
Shares Acquired Price Per Share
Date or (Sold) (Excluding Commissions)
9/24/97 10,125 $2.750
9/30/97 54,600 2.774
10/31/97 39,000 3.065
11/19/97 22,500 2.749
11/20/97 50,000 2.750
11/28/97 42,500 2.844
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00875001.AK6
