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Previous: FIRST BANCSHARES INC /MO/, 10QSB, 1997-02-14 |
Next: RENAISSANCERE HOLDINGS LTD, SC 13G/A, 1997-02-14 |
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
Arris Pharmaceutical Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
04269W107
(CUSIP Number)
Check the following box if a fee is being paid with the statement |_|. (A fee is
not required only if the filing 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).
*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. 04269W107 13G Page 2 of 16 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Venrock Associates
I.R.S. #13-6300995
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York, U.S.A.
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 0
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.00%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 16 pages
<PAGE>
CUSIP No. 04269W107 13G Page 3 of 16 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Venrock Associates II, L.P.
I.R.S. #13-3844754
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York, U.S.A.
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 0
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.00%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 3 of 16 pages
<PAGE>
CUSIP No. 04269W107 13G Page 4 of 16 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter O. Crisp
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 5 SOLE VOTING POWER
SHARES 25,409
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 25,409
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,409
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.18%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 4 of 16 pages
<PAGE>
CUSIP No. 04269W107 13G Page 5 of 16 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Anthony B. Evnin
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 5 SOLE VOTING POWER
SHARES 25,330
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 25,330
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,330
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.18%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 5 of 16 pages
<PAGE>
CUSIP No. 04269W107 13G Page 6 of 16 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David R. Hathaway
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 5 SOLE VOTING POWER
SHARES 15,395
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 15,395
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,395
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.11%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 6 of 16 pages
<PAGE>
CUSIP No. 04269W107 13G Page 7 of 16 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Patrick F. Latterell
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 5 SOLE VOTING POWER
SHARES 21,401
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 21,407
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,401
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.15%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 7 of 16 pages
<PAGE>
CUSIP No. 04269W107 13G Page 8 of 16 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ted H. McCourtney
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 5 SOLE VOTING POWER
SHARES 25,705
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 25,705
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,705
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.18%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 8 of 16 pages
<PAGE>
CUSIP No. 04269W107 13G Page 9 of 16 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ray A. Rothrock
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 0
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.00%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 9 of 16 pages
<PAGE>
CUSIP No. 04269W107 13G Page 10 of 16 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kimberley A. Rummelsburg
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 1,800
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 0
WITH
8 SHARED DISPOSITIVE POWER
1,800
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,800
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.01%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 10 of 16 pages
<PAGE>
CUSIP No. 04269W107 13G Page 11 of 16 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Anthony Sun
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 22,912
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 0
WITH
8 SHARED DISPOSITIVE POWER
22,912
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,912
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.16%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 11 of 16 pages
<PAGE>
Introduction: This Amendment No. 2 amends a Statement on
Schedule 13G (the "Schedule") filed with the Securities and Exchange Commission
on February 15, 1994 on behalf of Venrock Associates, a limited partnership
organized under the laws of the State of New York, Peter O. Crisp, Anthony B.
Evnin, David R. Hathaway, Patrick F. Latterell, Ted H. McCourtney, Kimberley A.
Rummelsburg and Anthony Sun in respect of shares of Common Stock of Arris
Pharmaceutical Corporation. This Schedule was amended by Amendment No. 1, filed
on February 14, 1996, on behalf of Venrock Associates II, L.P., a limited
partnership organized under the laws of the State of New York, as well as the
parties named above.
The Schedule is amended as follows:
Item 1(a) Name of Issuer
Arris Pharmaceutical Corporation
Item 1(b) Address of Issuer's Principal Executive Offices
385 Oyster Point Boulevard, Suite 3
South San Francisco, California 94080-2603
Item 2(a) Name of Person Filing
Venrock Associates ("Venrock")
Venrock Associates II, L.P. ("Venrock II")
Peter O. Crisp
Anthony B. Evnin
David R. Hathaway
Patrick F. Latterell
Ted H. McCourtney
Ray A. Rothrock
Kimberley A. Rummelsburg
Anthony Sun
Item 2(b) Address of Principal Business Office or, if none, Residence
30 Rockefeller Plaza
Room 5508
New York, New York 10112
Item 2(c) Citizenship
Venrock and Venrock II are limited partnerships organized in
the State of New York. Peter O. Crisp, Anthony B. Evnin, David
R. Hathaway, Patrick F. Latterell, Ted H. McCourtney, Ray A.
Rothrock, Kimberley A. Rummelsburg and Anthony Sun are General
Partners of Venrock and Venrock II and all are citizens of the
United States of America.
Item 2(d) Title of Class of Securities
Common Stock
Item 2(e) CUSIP Number
04269W107
Page 12 of 16 pages
<PAGE>
Item 3 Not applicable.
Item 4 Ownership
(a) and (b)
Venrock and Venrock II beneficially own no shares of the
outstanding shares of common stock.
Peter O. Crisp beneficially owns 25,409 shares or 0.18% of the
outstanding shares of common stock. Anthony B. Evnin
beneficially owns 25,330 shares or 0.18% of the outstanding
shares of common stock. David R. Hathaway beneficially owns
15,395 shares or 0.11% of the outstanding shares of common
stock. Patrick F. Latterell beneficially owns 21,401 shares or
0.15% of the outstanding shares of common stock. Ted H.
McCourtney beneficially owns 25,705 shares or 0.18% of the
outstanding shares of common stock. Ray A. Rothrock
beneficially owns no shares or 0.00% of the outstanding shares
of common stock. Kimberley A. Rummelsburg beneficially owns
1,800 shares or 0.01% of the outstanding shares of common
stock. Anthony Sun beneficially owns 22,912 shares or 0.16 %
of the outstanding shares of common stock.
(c)
Peter O. Crisp has sole voting and dispositive power over
25,409 shares of common stock. Anthony B. Evnin has sole
voting and dispositive power over 25,330 shares of common
stock. David R. Hathaway has sole voting and dispositive power
over 15,395 shares of common stock. Patrick F. Latterell has
sole voting and dispositive power over 21,401 shares of common
stock. Ted H. McCourtney has sole voting and dispositive power
over 25,705 shares of common stock. Ray A. Rothrock has no
voting or dispositive power over any shares of common stock.
Kimberley A. Rummelsburg has shared voting and dispositive
power over 1,800 shares of common stock. Anthony Sun has
shared voting and dispositive power over 22,912 shares of
common stock.
Item 5 Ownership of Five Percent or Less of a Class
This Amendment No. 2 to the Schedule is being filed to report
the fact that each of the reporting persons has ceased to be
the beneficial owner of more than five percent of the
outstanding shares of common stock.
Item 6 Ownership of More than Five Percent on Behalf of Another
Person
No person, other than the General Partners of Venrock and
Venrock II, has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale
of, the shares of common stock owned by Venrock and Venrock
II.
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
This schedule is being filed pursuant to Rule 13d-1(c). The
identities of the eight General Partners of Venrock and
Venrock II are stated in Item 2.
Item 9 Notice of Dissolution of Group
Not applicable.
Page 13 of 16 pages
<PAGE>
Item 10 Certification
Not applicable.
Page 14 of 16 pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement in true,
complete and correct.
February 14, 1997 VENROCK ASSOCIATES
By: /s/ Ted H. McCourtney
-------------------------------
Ted H. McCourtney
General Partner
February 14, 1997 VENROCK ASSOCIATES II, L.P.
By: /s/ Ted H. McCourtney
-------------------------------
Ted H. McCourtney
General Partner
February 14, 1997 GENERAL PARTNERS
/s/ Peter O. Crisp
-----------------------------------
Peter O. Crisp
/s/ Anthony B. Evnin
-----------------------------------
Anthony B. Evnin
/s/ David R. Hathaway
-----------------------------------
David R. Hathaway
/s/ Patrick F. Latterell
-----------------------------------
Patrick F. Latterell
/s/ Ted H. McCourtney
-----------------------------------
Ted H. McCourtney
/s/ Ray A. Rothrock
-----------------------------------
Ray A. Rothrock
/s/ Kimberley A. Rummelsburg
-----------------------------------
Kimberley A. Rummelsburg
/s/ Anthony Sun
-----------------------------------
Anthony Sun
<PAGE>
Exhibit 1
AGREEMENT
Pursuant to Rule 13d-1(f) promulgated pursuant to the
Securities Exchange Act of 1934, as amended, the undersigned agree that the
attached Schedule 13G is being filed on behalf of each of the undersigned.
February 14, 1997 VENROCK ASSOCIATES
By: /s/ Ted H. McCourtney
-------------------------------
Ted H. McCourtney
General Partner
February 14, 1997 VENROCK ASSOCIATES II, L.P.
By: /s/ Ted H. McCourtney
-------------------------------
Ted H. McCourtney
General Partner
February 14, 1997 GENERAL PARTNERS
/s/ Peter O. Crisp
-----------------------------------
Peter O. Crisp
/s/ Anthony B. Evnin
-----------------------------------
Anthony B. Evnin
/s/ David R. Hathaway
-----------------------------------
David R. Hathaway
/s/ Patrick F. Latterell
-----------------------------------
Patrick F. Latterell
/s/ Ted H. McCourtney
-----------------------------------
Ted H. McCourtney
/s/ Ray A. Rothrock
-----------------------------------
Ray A. Rothrock
/s/ Kimberley A. Rummelsburg
-----------------------------------
Kimberley A. Rummelsburg
/s/ Anthony Sun
-----------------------------------
Anthony Sun
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