UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934*
Diacrin, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
25243N103
- --------------------------------------------------------------------------------
(CUSIP Number)
*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).
<PAGE>
- -------------------------------
|CUSIP No. 25243N103 | 13G
- -------------------------------
- --------------------------------------------------------------------------------
| 1 | NAME OF REPORTING PERSON |
| | I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) |
| | |
| | |
| | Bernd Diethelm Honer |
- --------------------------------------------------------------------------------
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | (a) |_| |
| | (b) |_| |
| | |
- --------------------------------------------------------------------------------
| 3 | SEC USE ONLY |
| | |
| | |
- --------------------------------------------------------------------------------
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | |
| | Federal Republic of Germany |
- --------------------------------------------------------------------------------
| | 5 | SOLE VOTING POWER |
| NUMBER OF | | |
| | | 1,229,680 |
| SHARES | | |
| --------------------------------------------------------------
| BENEFICIALLY | 6 | SHARED VOTING POWER |
| | | |
| OWNED BY | | -0- |
| | | |
| EACH --------------------------------------------------------------
| | 7 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| | | 1,229,680 |
| PERSON | | |
| --------------------------------------------------------------
| WITH | 8 | SHARED DISPOSITIVE POWER |
| | | |
| | | -0- |
- --------------------------------------------------------------------------------
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 1,229,680 |
- --------------------------------------------------------------------------------
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES |
| | CERTAIN SHARES* |
| | |
| | |_| |
- --------------------------------------------------------------------------------
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| | |
| | 8.6% |
- --------------------------------------------------------------------------------
| 12 | TYPE OF REPORTING PERSON* |
| | |
| | IN |
- --------------------------------------------------------------------------------
<PAGE>
Item 1.
(a) Name of Issuer
Diacrin, Inc. (the "Issuer")
(b) Address of Issuer's Principal Executive Offices
Building 96, 13th Street
Charlestown Navy Yard
Charlestown, MA 02129
Item 2.
(a) Name of Persons Filing
Bernd Diethelm Honer (the "Reporting Person")
(b) Address of Principal Business Office or, if none, Residence
c/o Summitt Asset Management Co., Inc.
Suite 445
666 Plainsboro Road
Plainsboro, New Jersey 08536
(c) Citizenship
Federal Republic of Germany
(d) Title of Class of Securities
Common Stock, par value $0.01 per share (the "Shares")
(e) CUSIP Number
25243N103
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
(a) |_| Broker or Dealer registered under Section 15 of the Act,
(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,
(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
ss.240.13d-1(b)(1)(ii)(F),
(g) |_| Parent Holding Company, in accordance with
ss.240.13d-1(b)(ii)(G) (Note: See Item 7),
(h) |_| Group, in accordance with ss.240.13d-1(b)(1)(ii)(H).
<PAGE>
Item 4. Ownership
(a) Amount Beneficially Owned
As of the date hereof, Mr. Honer is the beneficial owner of
1,229,680 Shares of the Issuer.
(b) Percent of Class
Mr. Honer is the record owner of 8.6% of the outstanding
Shares of the Issuer.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
Mr. Honer has sole power to vote or to direct the
vote of 1,229,680 Shares.
(ii) Shared power to vote or to direct the vote
None.
(iii) Sole power to dispose or to direct the disposition of
Mr. Honer has sole power to dispose or to direct the
disposition of 1,229,680 Shares.
(iv) Shared power to dispose or to direct the disposition
of
None.
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
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
Not applicable.
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
purposes or effect.
<PAGE>
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: March 3, 1998
BERND DIETHELM HONER
By: /s/ Scott M. Ciccone
-------------------------
Scott M. Ciccone as duly
authorized attorney-in-fact(1)
- -----------------------------------------
(1) Power of attorney has been previously filed with the Securities and
Exchange Commission as an exhibit to Amendment No. 1 to the Reporting
Person's Schedule 13D filed on July 9, 1997 in connection with the Common
Stock of Medlmmune, Inc.
