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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3 )*
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SangStat Medical Corporation
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
801003-10-4
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(CUSIP Number)
Check the following box if a fee is being paid with this 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.)
*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).
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13G
CUSIP NO: 801003-10-4 PAGE 2 OF 8 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
Frederick R. Adler
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
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(b) X
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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Number of SOLE VOTING POWER
Shares 5 0 shares
Beneficially -----------------------------------------------------------------
Owned By Each SHARED VOTING POWER
Reporting 6 0 shares - But may be deemed to have shared
Person With power to vote a total of 39,971 shares by reason
of being a General Partner of the Partnership
that serves as a General Partner of
Euro-America-I L.P., ("Euro-America"), a Cayman
Island B.W.I. Limited Partnership.
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7 SOLE DISPOSITIVE POWER
0 shares
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8 SHARED DISPOSITIVE POWER
0 shares - But may be deemed to have shared power to
dispose a total of 39,971 shares by reason of being a
General Partner of the Partnership that serves as a
General Partner of Euro-America.
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares, except that Mr. Adler may be deemed to beneficially own a
total of 39,971 shares by reason of being a General Partner of the
Partnership that serves as a General Partner of Euro-America. Mr.
Adler expressly disclaims beneficial ownership of such shares.
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* / X /
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
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12 TYPE OF REPORTING PERSON*
IN
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13G
CUSIP NO: 801003-10-4 PAGE 3 OF 8 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
Euro-America-I, L.P. ("Euro-America")
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) -----
(b) X
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands B.W.I.
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Number of SOLE VOTING POWER
Shares 5 39,971 shares - except that Frederick R. Adler as a General
Beneficially Partner of a General Partner of Euro-America may be deemed
Owned By Each to have shared power to vote these shares.
Reporting
Person With ----------------------------------------------------------------
SHARED VOTING POWER
6 0 shares (see response to Row 5 above)
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SOLE DISPOSITIVE POWER
7 39,971 shares - except that Frederick R. Adler as a General
Partner of a General Partner of EuroAmerica may be deemed
to have shared power to dispose these shares.
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8 SHARED DISPOSITIVE POWER
0 shares (See response to Row 7 above)
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,971 shares
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* / /
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1%
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12 TYPE OF REPORTING PERSON*
PN
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Page 4 of 8 Pages
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Item 1 (a). Name of Issuer:
SangStat Medical Corporation (the "Company")
Item 1 (b). Address of Issuer's Principal Executive Office:
1505-B Adams Drive
Menlo Park, California 94025
Item 2 (a). Name of Person Filing:
This statement is filed by Euro-America-I, L.P.
("Euro-America") and Frederick R. Adler ("Mr. Adler").
Euro-America and Mr. Adler are sometimes collectively referred
to as the "Reporting Persons".
The Reporting Persons may be deemed to be a "group"
for the purposes of Section 13(d) and 13(g) of the
Securities Exchange Act of 1934, as amended (the
"Act"), and the rules thereunder, although each
expressly disclaims any assertion or presumption
that it or any other persons on whose behalf this
Statement and the Agreement attached as Exhibit 1
hereto should not be construed to be an admission
that any of the Reporting Persons is a member of a
"group" consisting of one or more persons.
Item 2 (b). Address of Principle Business Office or, if none, Residence:
The address of the principal business office of Mr. Adler is
c/o Adler & Company, 1520 South Ocean Boulevard, Palm Beach, FL
33480 and of Euro-America is c/o Midland Trust Corporation
(Cayman) Limited, P.O. Box 1109, Grand Cayman, B.W.I.
Item 2(c). Citizenship:
Mr. Adler is a United States citizen. Euro-America is a Cayman
Islands B.W.I. Limited Partnership.
Item 2 (d). Title of Class of Securities:
Common Stock, no par value per share ("Common Stock")
Item 2(e). CUSIP Number:
801003-10-4
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Page 5 of 8 Pages
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Item 3. Description of Person Filing:
Not Applicable.
Item 4. Ownership:
The following information with respect to ownership of Common
Stock of the Company by the persons filing this Statement is
provided as of December 31, 1996, the last day of the year
covered by this Statement.
(a) Amount beneficially owned: See Row 9 of cover
page for each Reporting Person.
(b) Percent of class:
See Row 11 of cover page for each Reporting
Person.
(C) Number of shares as to which such person has:
(I) Sole power to vote or to direct
the vote: See Row 5 of cover page
for each Reporting Person.
(ii) Shared power to vote or to direct
the vote: See Row 6 of cover page
for each Reporting Person.
(iii) Sole power to dispose or direct
the disposition of: See Row 7 of
cover page for each Reporting
Person.
(iv) Shared power to dispose or direct
the disposition of: See Row 8 of
cover page for each Reporting
Person.
Item 5. Ownership of Five Percent or Less of a Class:
If this Statement is being filed to report the fact that as of
the date hereof, the Reporting Persons have ceased to be the
beneficial owners of more than five percent of the Common
Stock, check the following: X
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
To the best knowledge of each of the Reporting Persons, no
person other than each of the Reporting Persons will have the
right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of the Common
Stock owned by each of the Reporting Persons, respectively,
except that Mr. Adler may be deemed to have such rights and
powers with respect to the shares beneficially owned by
Euro-America solely by reason of his being the General Partner
of a General Partner of Euro-America.
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Page 6 of 8 Pages
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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:
Frederick R. Adler is the General Partner of Adler Group, a
General Partner of Euro-America-I, L.P. Euro-America-I, L.P. is
a Cayman Islands B.W.I. Limited Partnership.
The Reporting Persons may be deemed to be a "group" for the
purposes of Sections 13(d) and 13 (g) of the Act and the rules
thereunder, although each expressly disclaims any assertion or
presumption that it or any of the other persons on whose behalf
this Statement is filed constitutes a "group". The filing of
this statement should not be construed to be an admission that
any of the Reporting Persons is a member of a "group"
consisting of one or more persons.
Item 9. Notice of Dissolution of Group:
Not applicable.
Item 10. Certification:
Not applicable.
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Page 7 of 8 Pages
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this Statement is true, complete and
correct.
February 14, 1997
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Frederick R. Adler, in his individual capacity,
and in his capacity as a General Partner of the
General Partner of Euro-America-I, L.P.
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Page 8 of 8 Pages EXHIBIT I
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AGREEMENT TO FILE JOINT
STATEMENT ON SCHEDULE 13G
AGREEMENT, this 14th day of February, 1997, by and among
Euro-America-I, L.P. ("Euro-America"), a Cayman Islands B.W.I. Limited
Partnership and Frederick R. Adler ("Mr. Adler") on behalf of himself and as
General Partner of the Partnership that serves as General Partner of
Euro-America.
WHEREAS, the Common Stock has been registered by SangStat
Medical Corporation under Section 12(g) of the Securities Exchange Act of
1934, as amended (the "Act");
WHEREAS, pursuant to Rule 13d-1 under the Act, any person who
holds more than five percent (5%) of such a class of registered equity
securities as of the end of any calendar year is permitted to file with the
Securities and Exchange Commission a statement on Schedule 13G in certain
circumstances; and
WHEREAS, Rule 13d-1 (f) under the law provides that whenever
two or more persons are permitted to file a statement on Schedule 13G with
respect to the same securities, only one such statement need be filed,
provided such persons agree in writing that such statement is filed on behalf
of each of them.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein, the parties hereby agree as
follows:
EURO-AMERICA AND MR. ADLER hereby agree, in accordance with
Rule 13d-1 (f) under the Act, to file the statement on Schedule 13G (the
"Statement") with respect to the Common Stock beneficially owned or that may
be deemed to be beneficially owned by each of them pursuant to Sections 13(d)
and 13(g) of the Act and the rules thereunder.
EURO-AMERICA AND MR. ADLER hereby agree that this Statement
shall be filed on behalf of each of them and that a copy of this Agreement
shall be filed as an Exhibit thereto in accordance with Rule 13d-(f) (iii)
under the Act.
This Agreement and the filing of the Statement shall not be
construed to be an admission that any of EuroAmerica and Mr. Adler are members
of a "group" pursuant to Sections 13(d) and 13 (g) of the Act and the rules
thereunder consisting of one or more such persons.
IN WITNESS WHEREOF, the parties have executed this Agreement or
caused this Agreement to be signed on their behalf by their duly authorized
representatives as of the date first written above.
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Frederick R. Adler, in his individual capacity,
and in his capacity as the General Partner of
the General Partner of Euro-America-I, L.P.
