UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Epoch Pharmaceuticals Inc.
- -----------------------------------------
(Name of Issuer)
Common Stock
- -----------------------------------------
(Title of Class Securities)
294273107
- -----------------------------------------
(CUSIP Number)
David J. Allen, Esquire, 290 South County Farm Rd., Third
Floor, Wheaton, IL 60187-4526 (630) 588-7200
- -----------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications)
April 3, 2000
- -----------------------------------------
(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
Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box / /.
Note: Schedules filed in paper format shall include a
signed original and five copies of the schedule,
including all exhibits. See Section 240.13d-7 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> 2
SCHEDULE 13D/A
CUSIP NO. 294273107 PAGE 2 OF 4 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Grace Brothers, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(See
Instructions)
(a)/ /
(b)/ /
3 SEC USE ONLY
4 SOURCE OF FUNDS(See Instructions)
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)/ /
6 CITIZENSHIP OR PLACE OR ORGANIZATION
ILLINOIS LIMITED PARTNERSHIP
7 SOLE VOTING POWER
NUMBER OF 5,332,693 SHARES
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 5,332,693 SHARES
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,332,693 SHARES
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES(See Instructions)/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.5%
14 TYPE OF REPORTING PERSON*
BD,PN
<PAGE 3>
Page 3 of 4 Pages
Item 1. Security and Issuer
This statement relates to the common stock, par value $.01
per share (the "Common Stock"), issued by Epoch
Pharmaceuticals, Inc., a Delaware corporation (the
"Company"), whose principal executive offices are located at
1725 220th Street, Southeast, No.104, Botthel, WA 98021.
Item 2. Identity and Background
(a) The statement is filed by Grace Brothers, Ltd., an
Illinois limited partnership ("Grace"). The foregoing
persons are hereafter referred to as the "Filers". Bradford
T. Whitmore ("Whitmore") and Spurgeon Corporation
("Spurgeon") are the general partners of Grace.
(b) The business address of Grace and Whitmore is 1560
Sherman Avenue, Suite 900, Evanston, Illinois 60201. The
business address of Spurgeon is 290 South County Farm Road,
Third Floor, Wheaton, Illinois 60187.
(c) The principal business of Grace is to purchase, sell,
invest and trade in securities. Whitmore's principal
occupation is that of being a general partner of Grace. The
principal business of Spurgeon is that of being a general
partner of Grace.
(d) None of the persons referred to in this Item 2 has,
during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the persons referred to in this Item 2 has,
during the last five years, 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 judgement, 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) Grace is an Illinois limited partnership and Spurgeon is
an Illinois Corporation. Whitmore is a citizen of the United
States.
Item 4. Purpose of Transaction
As reported in a previous 13(d) filing, in February 1999 the
company agreed to allow a representative of Grace to serve as
a board observer to the Company's Board of Directors.
This Schedule 13(d) amendment is bing filed as a result of
the following:
On April 3, 2000, Grace informed the Company that since
the Company had achieved objectives important to Grace,
including hiring a full-time President, raising additinal
funds and applying for a listing on NASDAQ, there was no need
for the Grace representative to participate as an observer of
the Company Board of Directors any longer and therefore, the
observer status was relinquished. As a result, future
filings by the reporting person will be on form 13(g).
Grace does not have any present plans or proposals which
would result in any of the actions enumerated in
clauses (a) - (j) of Item 4 of Schedule 13D/A under the Act.
<PAGE 4>
Page 4 of 4 Pages
Item 5. Interest in Securities of the Issuer.
(a) As of the date of this filing, Grace owns 5,332,693
shares of Common Stock, representing approximately 22.5% of
the outstanding shares of Common Stock.
(b) Grace has the sole power to vote and dispose of the
Common Stock.
(c) There were no transactions in the Common Stock by the
Filers during the previous 60 days.
(d) No person other than Grace is known to have the right to
receive, or the power to direct the receipt of, dividends
from or the proceeds from the sale of such shares of Common
Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings or other
relationships with respect to any securities of the Company.
Item 7. Items to be filed as Exhibits.
None
SIGNATURE
Grace Brothers, Ltd., after reasonable inquiry and to the
best of its knowledge and belief, certifies that the
information set forth in this statement is true, complete and
correct.
Dated: April 5, 2000
Grace Brothers, Ltd.
By:/s/ Bradford T. Whitmore
------------------------
Bradford T. Whitmore
General Partner
