<PAGE> 1
Page 1 of 16
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20459
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
RIBOZYME PHARMACEUTICALS, INC.
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
76256710-5
(CUSIP Number of Class of Securities)
Thomas A. Mann
4920 Commerce Parkway
Warrensville Heights, OH 44128
with a copy to:
Warren Goldenberg, Esq.
3300 BP America Bldg.
200 Public Square
Cleveland, Ohio 44114
(216) 621-0150
(Name, address and telephone number of persons
authorized to receive notices and communications
on behalf of person(s) filing statement)
DECEMBER 23, 1996
(Date of Event which Requires Filing of this Statement)
________________________________________________________________________________
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-l(b)(3) or (4), check the following
box [ ].
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
*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
disclosures provided in a prior cover page.
The information required on 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).
(Continued on following page(s))
Page 1 of 16 Pages
Exhibit Index on Page 12
<PAGE> 2
Page 2 of 16
CUSIP No. 76256710-5
________________________________________________________________________________
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF REPORTING PERSON
THOMAS A. MANN -- SSN####-##-####
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ X]
(b) [ ]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. SOURCE OF FUNDS
OO
________________________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
________________________________________________________________________________
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
________________________________________________________________________________
7. SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY 247,896
OWNED BY EACH
REPORTING PERSON ______________________________________________
WITH 8. SHARED VOTING POWER
-0-
______________________________________________
9. SOLE DISPOSITIVE POWER
247,896
______________________________________________
10. SHARED DISPOSITIVE POWER
-0-
________________________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
247,896
________________________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
________________________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.6%
________________________________________________________________________________
14. TYPE OF REPORTING PERSON
IN
________________________________________________________________________________
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Page 3 of 16
CUSIP No. 76256710-5
________________________________________________________________________________
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF REPORTING PERSON
A.P. VENTURE I CORP. -- EIN# 25-1540691
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ X]
(b) [ ]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. SOURCE OF FUNDS
OO
________________________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
________________________________________________________________________________
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
________________________________________________________________________________
7. SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY 93,147
OWNED BY EACH
REPORTING PERSON ______________________________________________
WITH 8. SHARED VOTING POWER
-0-
______________________________________________
9. SOLE DISPOSITIVE POWER
93,147
______________________________________________
10. SHARED DISPOSITIVE POWER
-0-
________________________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
93,147
________________________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
________________________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
________________________________________________________________________________
14. TYPE OF REPORTING PERSON
CO
________________________________________________________________________________
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Page 4 of 16
CUSIP No. 76256710-5
________________________________________________________________________________
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF REPORTING PERSON
THE THOMAS A. AND DIANN G. MANN FOUNDATION-TAX ID# 34-1847977
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ X]
(b) [ ]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. SOURCE OF FUNDS
OO
________________________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
________________________________________________________________________________
6. CITIZENSHIP OR PLACE OF ORGANIZATION
OHIO
________________________________________________________________________________
7. SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING PERSON ______________________________________________
WITH 8. SHARED VOTING POWER
-0-
______________________________________________
9. SOLE DISPOSITIVE POWER
-0-
______________________________________________
10. SHARED DISPOSITIVE POWER
-0-
________________________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
________________________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
________________________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
________________________________________________________________________________
14. TYPE OF REPORTING PERSON
CO
________________________________________________________________________________
<PAGE> 5
Page 5 of 16
AMENDMENT NO. 2 TO
SCHEDULE 13D
This Amendment No. 2 to Schedule 13D is filed on behalf of Thomas A.
Mann, AP Venture I Corp., a Delaware corporation ("APVI"), the Trustees of
Amherst College, a Massachusetts non-profit corporation ("Amherst College") and
The Thomas A. and Diann G. Mann Foundation, an Ohio non-profit corporation
(the "Foundation") (all of the foregoing persons and entities are hereinafter
referred to jointly as the "Reporting Persons"). This Amendment No. 2 to
Schedule 13D is filed on behalf of the Reporting Persons relative to
transactions in certain common stock, $0.01 par value per share (the "Common
Stock"), issued by Ribozyme Pharmaceuticals, Inc., a corporation organized
under the laws of the State of Delaware (the "Issuer").
ITEM 2. IDENTITY AND BACKGROUND.
Item 2. is amended and supplemented by the deletion of paragraphs (4),
(5) and (6) describing Amherst College, Solway Investments Limited and Pine
Street Partners II. Each of the foregoing entities terminated its
participation in the coordination of possible sales of all or some portion of
the shares of the Common Stock held by the Reporting Persons and ceased to be a
Reporting Person by delivery of a letter to Thomas A. Mann on December 23, 1996
in accordance with the terms of that certain Joint Filing Agreement dated
October 16, 1996 among the Reporting Persons.
Item 2. is further amended and supplemented by the insertion of a new
paragraph numbered (3) which reads, in its entirety, as follows:
(3) The Foundation is a non-profit corporation organized under the
laws of the State of Ohio which is operated exclusively for
charitable, religious, and scientific purposes, including, for
such purposes, the making of distributions to organizations
that are exempt from federal income taxation under Section
501(c)(3) of the Internal Revenue Code of 1986, as amended
(the "Code") (or the corresponding provisions of any future
United States Revenue Law) and which are not "private
foundations" by virtue of being described in Section 509(a) of
the Code. Its principal business address and principal office
are located at 4920 Commerce Parkway, Warrensville Heights,
Ohio 44128.
The Trustees of the Foundation are: Thomas A. Mann, Diann G.
Mann, Richard A. Zellner, Gerald Korngold, Julie Mann Simons,
David Mann and William Mann. The Executive Officers of the
Foundation are: Thomas A. Mann (President), Diann G. Mann
(Vice President), Richard A. Zellner (Secretary), Gerald
Korngold (Treasurer) and Warren Goldenberg (Assistant
Secretary).
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS.
Item 3 is amended and supplemented as follows:
The Foundation acquired 20,000 shares of Common Stock of the Issuer by
way of a charitable contribution of such shares of Common Stock of the Issuer
from Thomas A. Mann on December 23, 1996.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended and supplemented as follows:
(The number of issued and outstanding shares of Common Stock upon
which the various percentages set forth in this amended statement on Schedule
13D are based does not include any outstanding securities convertible into
Common Stock or any shares of Common Stock subject to any outstanding options.)
(a) (i) Thomas A. Mann is the beneficial owner of 247,896
shares of Common Stock, which constitute 3.6% of the 6,931,618 shares of Common
Stock issued and outstanding as of December 6, 1996.
(ii) APVI is the beneficial owner of 93,147 shares of
Common Stock, which constitute 1.3% of the 6,931,618 shares of Common Stock
issued and outstanding as of December 6, 1996.
(iii) As described in Item 2 above, Amherst College ceased
to be a Reporting Person on December 23, 1996.
(iv) As described in Item 2 above, Solway ceased to be a
Reporting Person on December 23, 1996.
(v) As described in Item 2 above, the Partnership ceased
to be a Reporting Person on December 23, 1996.
(vi) The Foundation was the beneficial owner of 20,000
shares of Common Stock, which constituted 0.1% of the 6,931,618 shares of
Common Stock issued and outstanding as of December 6, 1996, but sold all of its
shares of Common Stock between December 23, 1996 and the date of this Amendment
No. 2 to Schedule 13D.
None of the Related Parties, considered individually, owns
beneficially any shares of Common Stock. However, the Related Parties may, by
virtue of their respective positions with the Reporting Persons, may be deemed
to own beneficially (as that terms is defined in Rule 13d-3 of the Securities
Exchange Act of 1934, as amended) the shares of Common Stock reported as owned
beneficially by the Reporting Person to which such Related Party is related.
* * * *
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Page 7 of 16
(c) Since the filing of Amendment No. 1 to the Statement
on Schedule 13D on November 14, 1996, the Reporting Persons have effected the
following transactions (the broker for each of these transactions was
Montgomery Securities, Inc.)
<TABLE>
<CAPTION>
No. of
Party Transaction Date Shares Price
----- ----------- ---- ------ -----
<S> <C> <C> <C> <C>
Amherst(1) Sale 11/15/96 500 $ 9.92
Thomas A. Mann Sale 11/19/96 11,000 $10.30
APVI Sale 11/19/96 5,500 $10.30
The Partnership(1) Sale 11/19/96 400 $10.30
Solway(1) Sale 11/19/96 600 $10.30
Thomas A. Mann Sale 11/25/96 7,500 $11.69
APVI Sale 11/25/96 3,000 $11.69
Amherst(1) Sale 11/25/96 804 $11.69
The Partnership(1) Sale 11/25/96 500 $11.69
Solway(1) Sale 11/25/96 500 $11.69
Amherst(1) Sale 11/26/96 260 $11.50
The Partnership(1) Sale 11/26/96 390 $11.50
Solway(1) Sale 11/26/96 190 $11.50
Thomas A. Mann Sale 11/29/96 7,255 $11.21
APVI Sale 11/29/96 2,167 $11.2
Thomas A. Mann Sale 12/2/96 9,983 $11.80
APVI Sale 12/2/96 2,755 $11.80
Thomas A. Mann Sale 12/3/96 8,400 $11.75
APVI Sale 12/3/96 3,600 $11.75
Amherst(1) Sale 12/3/96 2,800 $11.75
The Partnership(1) Sale 12/3/96 2,600 $11.75
</TABLE>
____________________
1 Each of Amherst, the Partnership and Solway terminated its
participation in the coordination of possible sales of all or some
portion of the Common Stock held by the Reporting Persons, and
ceased to be a Reporting Person, by delivery of a letter to Thomas
A. Mann on December 23, 1996 in accordance with the terms of that
certain Joint Filing Agreement dated October 16, 1996 among the
Reporting Persons.
<PAGE> 8
Page 8 of 16
<TABLE>
<CAPTION>
No. of
Party Transaction Date Shares Price
----- ----------- ---- ------ -----
<S> <C> <C> <C> <C>
Solway(1) Sale 12/3/96 2,600 $11.75
Thomas A. Mann Sale 12/4/96 1,300 $11.5625
APVI Sale 12/4/96 500 $11.5625
Amherst(1) Sale 12/4/96 400 $11.5625
The Partnership(1) Sale 12/4/96 400 $11.5625
Solway(1) Sale 12/4/96 400 $11.5625
Thomas A. Mann Sale 12/5/96 2,100 $11.50
APVI Sale 12/5/96 900 $11.50
Amherst(1) Sale 12/5/96 700 $11.50
Solway(1) Sale 12/5/96 650 $11.50
The Partnership(1) Sale 12/5/96 650 $11.50
Thomas A. Mann Sale 12/6/96 1,300 $11.1875
APVI Sale 12/6/96 500 $11.1875
Amherst(1) Sale 12/6/96 400 $11.1875
Solway(1) Sale 12/6/96 400 $11.1875
The Partnership(1) Sale 12/6/96 400 $11.1875
Thomas A. Mann Sale 12/9/96 3,600 $11.1875
APVI Sale 12/9/96 1,500 $11.1875
Amherst(1) Sale 12/9/96 1,200 $11.1875
Solway(1) Sale 12/9/96 1,100 $11.1875
The Partnership(1) Sale 12/9/96 1,100 $11.1875
Amherst(1) Sale 12/10/96 500 $11.1875
Thomas A. Mann Sale 12/10/96 10,800 $11.1875
APVI Sale 12/10/96 4,200 $11.1875
Thomas A. Mann Sale 12/12/96 3,600 $11.1875
APVI Sale 12/12/96 1,400 $11.1875
Thomas A. Mann Sale 12/16/96 18,000 $11.5425
APVI Sale 12/16/96 7,000 $11.5425
Thomas A. Mann Sale 12/18/96 7,200 $11.5450
</TABLE>
<PAGE> 9
Page 9 of 16
<TABLE>
<CAPTION>
No. of
Party Transaction Date Shares Price
----- ----------- ---- ------ -----
<S> <C> <C> <C> <C>
APVI Sale 12/18/96 2,800 $11.5450
Thomas A. Mann Sale 12/19/96 3,600 $11.2950
APVI Sale 12/19/96 1,400 $11.2950
Thomas A. Mann Gift(2) 12/23/96 20,000 -------
APVI Sale 12/27/96 3,780 $11.3181
The Foundation Sale 12/27/96 9,720 $11.3181
The Foundation Sale 1/2/97 7,560 $11.0867
APVI Sale 1/2/97 2,940 $11.0867
Thomas A. Mann Sale 1/3/97 4,480 $11.1363
The Foundation Sale 1/3/97 2,720 $11.1363
APVI Sale 1/3/97 2,800 $11.1363
Thomas A. Mann Sale 1/6/97 21,600 $11.1283
APVI Sale 1/6/97 8,400 $11.1283
</TABLE>
____________________
2 Thomas A. Mann made a charitable contribution of 20,000
shares of Common Stock of the Issuer on December 23, 1996. No
broker was involved in the transaction.
<PAGE> 10
Page 10 of 16
ITEM 7. MATERIAL FILED AS EXHIBITS.
Item 7. is amended and supplemented as follows:
Exhibit 6 Letters dated December 23, 1996 from each of Amherst College,
Solway Investments Limited and Pine Street Partners II to
Thomas A. Mann notifying the Reporting Persons of its
intention to terminate its participation in the coordination
of possible sales of all or some portion of the shares of the
Common Stock held by the Reporting Persons and to cease to be
a Reporting Person.
Exhibit 7 Letter dated December 23, 1996 from The Thomas A. and Diann G.
Mann Foundation to the Reporting Persons agreeing to be bound
by the terms of the Joint Filing Agreement dated as of October
16, 1996 among the Reporting Persons.
<PAGE> 11
Page 11 of 16
SCHEDULE 13D
SIGNATURE PAGE
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
DATED: January 7, 1997 /s/ Thomas A. Mann
-----------------------------
Thomas A. Mann, individually
DATED: January 7, 1997 A.P. VENTURE I. CORP.
By: *
-----------------------------
Robert Paul, President
DATED: January 7, 1997 THE THOMAS A. AND DIANN G.
MANN FOUNDATION
By: /s/ Thomas A. Mann
-----------------------------
Thomas A. Mann, President
* By: /s/ Thomas A. Mann
- -----------------------------------------
Thomas A. Mann, Attorney-in-Fact
<PAGE> 12
Page 12 of 16
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description Page
<S> <C> <C>
Exhibit 6 Letters dated December 23, 1996 from each of Amherst College, Solway 13
Investments Limited and Pine Street Partners II to Thomas A. Mann notifying
the Reporting Persons of its intention to terminate its participation in the
coordination of possible sales of all or some portion of the shares of the
Common Stock held by the Reporting Persons and to cease to be a Reporting Person.
Exhibit 7 Letter dated December 23, 1996 from The Thomas A. and Diann G. Mann 16
Foundation to the Reporting Persons agreeing to be bound by the terms of the
Joint Filing Agreement dated as of October 16, 1996 among the Reporting Persons.
</TABLE>
<PAGE> 1
Page 13 of 16
EXHIBIT 6
TRUSTEES OF AMHERST COLLEGE
Box 2203, P.O. Box 5000
Amherst, MA 01002-5000
December 23, 1996
Mr. Thomas A. Mann
Thomas A. Mann, Inc.
4920 Commerce Parkway
Warrensville Hts., Ohio 44128
RE: NOTICE OF WITHDRAWAL FROM GROUP
Dear Tom:
Pursuant to the terms of that certain Joint Filing Agreement made as
of the 16th day of October, 1996 by and among the persons identified thereon,
this letter will serve to notify each of the parties to that Agreement that
Amherst College hereby terminates its participation in the manners contemplated
therein. Its withdrawal from the activities of this group is effective
immediately.
Very truly yours,
TRUSTEES OF AMHERST
COLLEGE
By: /s/ Sharon G. Siegel
-------------------------------
Sharon G. Siegel, Treasurer
<PAGE> 2
Page 14 of 16
EXHIBIT 6
SOLWAY INVESTMENTS LIMITED
Tropic Isle Building
P.O. Box 438
Road Town, British Virgin Islands
December 23, 1996
Mr. Thomas A. Mann
Thomas A. Mann, Inc.
4920 Commerce Parkway
Warrensville Hts., Ohio 44128
RE: NOTICE OF WITHDRAWAL FROM GROUP
Dear Tom:
Pursuant to the terms of that certain Joint Filing Agreement made as
of the 16th day of October, 1996 by and among the persons identified thereon,
this letter will serve to notify each of the parties to that Agreement that
Solway Investments Limited hereby terminates its participation in the manners
contemplated therein. Its withdrawal from the activities of this group is
effective immediately.
Very truly yours,
SOLWAY INVESTMENTS
LIMITED
By: /s/ Bob Bernard
-----------------------------
Bob Bernard, Agent
<PAGE> 3
Page 15 of 16
EXHIBIT 6
PINE STREET PARTNERS II
c/o Stern Brothers
20 Exchange Street, Floor 33
New York, NY 10005
December 23, 1996
Mr. Thomas A. Mann
Thomas A. Mann, Inc.
4920 Commerce Parkway
Warrensville Hts., Ohio 44128
RE: NOTICE OF WITHDRAWAL FROM GROUP
Dear Tom:
Pursuant to the terms of that certain Joint Filing Agreement made as
of the 16th day of October, 1996 by and among the persons identified thereon,
this letter will serve to notify each of the parties to that Agreement that
Pine Street Partners II hereby terminates its participation in the manners
contemplated therein. Its withdrawal from the activities of this group is
effective immediately.
Very truly yours,
PINE STREET PARTNERS II
By: /s/ William D. Berghold
--------------------------------
William D. Berghold, General Partner
<PAGE> 1
Page 16 of 16
EXHIBIT 7
THE THOMAS A. AND DIANN G. MANN FOUNDATION
4920 Commerce Parkway
Warrensville Heights, Ohio 44128
December 23, 1996
Mr. Thomas A. Mann AP Venture I. Corp.
4920 Commerce Parkway c/o Robert Paul
Warrensville Hts., Ohio 44128 Ampco-Pittsburgh Corporation
600 Grant Street, 46th Floor
Pittsburgh, PA 15219
Gentlemen:
For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the undersigned hereby agrees to be bound by the
terms of that certain Joint Filing Agreement dated as of October 16, 1996 among
Thomas A. Mann, Robert A. Mann, AP Venture I. Corp., The Trustees of Amherst
College, Solway Investments Limited and Pine Street Partners II (the "Group")
pertaining to the statement on Schedule 13D filed on October 16, 1996 filed by
the Group with respect to the Common Stock, $0.01 par value per share, of
Ribozyme Pharmaceuticals, Inc.
Very truly yours,
THE THOMAS A. AND
DIANN G. MANN FOUNDATION
By: /s/ Thomas A. Mann
------------------------------
Thomas A. Mann, President
ACKNOWLEDGED AND AGREED TO:
/s/ Thomas A. Mann
- --------------------------------
Thomas A. Mann
AP VENTURE I. CORP.
By: /s/ Robert Paul
- --------------------------------
Robert Paul, President
