GLIATECH INC
SC 13G/A, 1997-02-04
BIOLOGICAL PRODUCTS, (NO DIAGNOSTIC SUBSTANCES)
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                  Under the Securities and Exchange Act of 1934
                               (Amendment No. 1)*



                                  GLIATECH INC
     ----------------------------------------------------------------------
                                (Name of Issuer)

                                  COMMON STOCK
     ----------------------------------------------------------------------
                         (Title of Class of Securities)

                                   37929C 10 3
     ----------------------------------------------------------------------
                                 (CUSIP Number)





Check the following box if a fee is being paid with this statement / /.















                       (Continued on following page (s) )

                               (Page 1 of 6 Pages)
<PAGE>   2
CUSIP NO.   37929C  10  3           13G                        PAGE 2 OF 6 PAGES



 1.   NAME OF REPORTING PERSON               Deltec Asset Management Corporation
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
      I.R.S. NO.  13-5133790

 2.   CHECK APPROPRIATE BOX IF A MEMBER OF GROUP *  (A)___
                                                    (B) (X)

 3.   SEC USE ONLY

 4.   CITIZENSHIP OR PLACE OF ORGANIZATION           State of New York

         5.   SOLE VOTING POWER                       542,600

         6.   SHARED VOTING POWER                          --

         7.   SOLE DISPOSITIVE POWER                  542,600

         8.   SHARED DISPOSITIVE POWER                     --


 9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
      REPORTING PERSON                                542,600


10.   CHECK BOX IF THE AGGREGATE AMOUNT
      IN ROW (9) EXCLUDES CERTAIN SHARES *


11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9    7.41%


12.   TYPE OF REPORTING PERSON*           BD, IA, CO









                                   Page 2 of 6
<PAGE>   3
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 10549
      ---------------------------------------------------------------------

                        SCHEDULE 13G UNDER THE SECURITIES
                              EXCHANGE ACT OF 1934
      ---------------------------------------------------------------------


Item 1.     (a)   Name of Issuer:         Gliatech Inc

            (b)   Address of Issuer's Principal Executive Offices:
                                          23420 Commerce Park Road
                                          Cleveland, OH  44122


Item 2.     (a)   Name of Person Filing:  Deltec Asset Management Corporation


            (b)   Address of Principal Business Office:
                                          535 Madison Avenue
                                          New York, NY 10022





















                              Page 3 of 6
<PAGE>   4
Item 2.     (c). Citizenship:                    State of New York


            (d)   Title of Class of Securities:  Common Stock


            (e)   CUSIP Number:                  37929C 10  3


Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the person filing is a:

            (a) Broker Dealer registered under Section 15 of the Act (X)

            (b) Bank as defined in Section 3(a)(6) of the Act,

            (c) Insurance Company as defined in Section 3(a)(19) of the Act,

            (d) Investment Company registered under Section 8 of the Investment
                Company Act
   
            (e) Investment Adviser registered under Section 203 of the
                Investment Advisers Act of 1940 (X)
   
            (f) Employee Benefit Plan, Pension Fund which is subject to the
                provisions of the Employee Retirement Income Security Act of
                1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F),

            (g) Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G)

            (h) Group, in accordance with Rule 13d-1(b)(1)(ii)(H)

Item 4.     Ownership

            (a) Amount Beneficially Owned: As of December 31, 1996, 542,600
                shares
            
            (b) Percent of Class: As of December 31, 1996, 7.41%

            (c) Number of shares to which such person has:

                  (i) sole power to vote or to direct to vote: As of December
                      31, 1996, 542,600 shares
                      
                  (ii)shared power to vote or to direct the vote: Not Applicable
    
                  (iii) sole power to dispose or to direct the disposition of:
                        As of December 31, 1996, 542,600 shares

                  (iv) shared power to dispose or to direct the disposition of:
                       Not Applicable



                                Page 4 of 6 Pages
<PAGE>   5
Item 5.     Ownership of Five Percent or Less of a Class:

                              Not Applicable.

Item 6.     Ownership of More Than Five Percent on Behalf of Another Person:

            All of the 542,600 shares of the Company's Common Stock referred to
in Item 4 are held by Deltec for the account of its brokerage or investment
advisory clients over whose accounts Deltec exercises discretionary authority as
to voting, disposition and other matters. Such clients have the right to receive
dividends and the proceeds of the sale of such shares.



Item 7:     Identification and Classification of Subsidiaries which Acquired
the Security Being Reported on by the Parent Holding Company:

                              Not Applicable.


Item 8.     Identification and Classification of Members of the Group:

                              Not Applicable.





















                              Page 5 of 6
<PAGE>   6
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 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.



                                   SIGNATURES


            After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement concerning the
undersigned is true, complete and correct.



Dated:      February 3, 1997



                        DELTEC ASSET MANAGEMENT CORPORATION



                        By  /s/ Stephen Zuppello
                            __________________________________________
                              Stephen Zuppello
                              Chief Operating Officer









                              Page 6 of 6



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