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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. 2)*
INNOVIR LABORATORIES, INC.
(Name of Issuer)
Class B Warrants
(Title of Class of Securities)
45764Y
(CUSIP Number)
Harold L. Schneider, Esq.
Tenzer Greenblatt LLP
405 Lexington Avenue
New York, New York 10174
(212) 885-5348
(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications)
November 26, 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-1(b)(3) or (4), check the following box |_|.
Check the following box if a fee is being paid with the statement|_|. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
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).
Page 1 of 6 Pages
<PAGE>
CUSIP No. 45764Y SCHEDULE 13D Page 2 of 6 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Leo Weiner and Maurine P. Weiner, JTWROS
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 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*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEM 1-7 (INCLUDING EXHIBITS)
OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 6 Pages
<PAGE>
This Amendment No. 2 amends and supplements the Schedule 13D, dated
September 29, 1995, as amended by Amendment No. 1, dated March 12, 1996
(collectively, the "Schedule 13D"), of Leo Weiner and Maurine P. Weiner,
JTWROS (the "Reporting Persons"), with respect to the Class B Warrants
("Warrants") of Innovir Laboratories, Inc. (hereinafter, the "Company")
exercisable to purchase shares of the Common Stock, par value $.013 per
share, of the Company. Pursuant to Rule 13d-2(c) promulgated under the
Securities Exchange Act of 1934, this Amendment No. 2 restates certain
information previously reported by the Reporting Persons in the Schedule
13D filed in paper format.
Item 1. Security and Issuer.
This statement relates to Warrants of the Company. The principal executive
offices of the Company are located at 510 East 73rd Street, New York, New
York 10021.
Item 2. Identity and Background.
(a) This Amendment No. 2 to Schedule 13D is being filed by Leo Weiner and
Maurine P. Weiner, JTWROS (the "Reporting Persons").
(b) The Reporting Persons' address is 1178 44th Street, Brooklyn, New York
11219.
(c) Leo Weiner is principally employed as an investor in real estate and
securities. Maurine P. Weiner is principally employed as a homemaker.
(d) During the last five (5) years, neither Reporting Person has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five (5) years, neither Reporting Person has been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject
to 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 violation with respect to such laws.
(f) Each Reporting Person is a citizen of the United States.
Page 3 of 6 Pages
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
250,000 Warrants were purchased on August 17, 1995 by the Reporting Persons
in open market transactions, using personal funds in the aggregate amount
of $1,562,500.
Item 4. Purpose of Transaction.
The Reporting Persons acquired the securities of the Company reported
herein in open market transactions for investment purposes. Depending upon
market conditions and other factors that the Reporting Persons may deem
material to their investment decision, the Reporting Persons may purchase
additional securities of the Company, in the open market or in private
transactions, or may dispose of all or a portion of the securities of the
Company that they now own or hereafter may acquire.
Except as set forth in this Item 4, the Reporting Persons do not have any
present plans or proposals that relate to or that would result in any of
the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Based on information provided to the Reporting Persons by the Company
there were outstanding 3,047,480 Warrants on November 26, 1996. As of
November 26, 1996 the Reporting Persons beneficially own no Warrants,
comprising 0.0% of the issued and outstanding Warrants.
(b) Not applicable as to the Reporting Persons as the Reporting Persons own
no Warrants as of the date of this Schedule 13D.
(c)(1) On August 17, 1995, the Reporting Persons purchased 250,000 Warrants
for a purchase price of $6.25 per Warrant in the NASDAQ Small-Cap Market.
(c)(2) Between February 15, 1996 and March 4, 1996 the Reporting Persons
sold 52,700 Warrants in open market transactions at an average price per
Warrant of $1.80.
(c))3) Between March 5, 1996 and November 26, 1996 the Reporting Persons
sold 197,300 Warrants in open market transactions at an average price per
Warrant of $0.16.
Page 4 of 6 Pages
<PAGE>
Other than as set forth above, The Reporting Persons have not effected
any transactions in the Warrants during the past 60 days.
(d) Not applicable as to the Reporting Persons as the Reporting Persons own
no Warrants as of the date of this Schedule 13D.
(e) This Statement is being filed to report the fact that as of November
26, 1996 the Reporting Persons have ceased to be the beneficial owners of
more than five percent of the Warrants.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Except as set forth above or elsewhere in this Schedule 13D, the Reporting
Persons do not have any contract, arrangement, understanding or
relationship (legal or otherwise) with any person with respect to any
securities of the Company, including, but not limited to, transfer or
voting of any such securities, finder's fees, joint ventures, loan or
options arrangements, puts or calls, guarantees of profits, division of
profits or losses, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
None.
Page 5 of 6 Pages
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATE: December , 1996
/s/ Leo Weiner
------------------------------
LEO WEINER
/s/ Maurine P. Weiner
------------------------------
MAURINE P. WEINER
Page 6 of 6 Pages
