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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. 1)*
Name of Issuer: TF Purifiner, Inc.
Title of Class of Securities: Common Stock
CUSIP Number: 872405998
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Garo H. Armen
c/o Armen Partners, L.P.
630 Fifth Avenue, Suite 918
New York, New York 10111
(Date of Event which Requires Filing of this Statement)
December 28, 1998
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 line if a fee is being paid with this
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 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
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Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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CUSIP No. 872405998
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Garo H. Armen
2. Check the appropriate box if a member of a group
a.
b.
3. SEC Use Only
4. SOURCE OF FUNDS
WC, AF, PF
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) of 2(e)
6. Citizenship or Place of Organization
U.S.
7. Sole Voting Power
12,500 (represents warrants to purchase 12,500
shares of Common Stock)
8. Shared Voting Power
437,500 (represents warrents to purchase 437,500
shares of Common Stock)
9. Sole Dispositive Power
12,500 (represents warrants to purchase 12,500
shares of Common Stock)
10. Shared Dispositive Power
437,500 (represents warrants to purchase 437,500
shares of Common Stock)
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11. Aggregate Amount Beneficially Owned by Each Reporting
Person
450,000 (represents warrants to purchase 450,000
shares of Common Stock)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
8.0%
14. Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES
TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE,
AND THE SIGNATURE ATTESTATION.
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CUSIP No. 872405998
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Armen Partners, L.P.
2. Check the appropriate box if a member of a group
a.
b.
3. SEC Use Only
4. SOURCE OF FUNDS
WC
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) of 2(e)
6. Citizenship or Place of Organization
Organized under the laws of Delaware
7. Sole Voting Power
162,500 (represents warrants to purchase 162,500
shares of Common Stock)
8. Shared Voting Power
9. Sole Dispositive Power
162,500 (represents warrants to purchase 162,500
shares of Common Stock)
10. Shared Dispositive Power
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11. Aggregate Amount Beneficially Owned by Each Reporting
Person
162,500 (represents warrants to purchase 162,500
shares of Common Stock)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
2.9%
14. Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES
TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE,
AND THE SIGNATURE ATTESTATION.
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The purpose of this Amendment No. 1 to the
previously filed Schedule 13D is to report that
Armen Partners, L.P. (the "Partnership") is no
longer a greater than five percent owner and that
the beneficial ownership of Dr. Garo H. Armen has
decreased from 15.2% to 8.0% in the common stock
(the "Common Stock") of TF Purifiner, Inc.
Item 1. SECURITY AND ISSUER
No change.
Item 2. IDENTITY AND BACKGROUND
No change.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, Dr. Armen is deemed to
beneficially own 450,000 shares of Common Stock
which represent warrants to purchase 450,000 shares
of Common Stock. The Common Stock is held by
(i) the Partnership, and (ii) GHA Management
Corporation (the "Corporation"), a corporation
wholly-owned by Dr. Armen. The funds for the
purchase of the warrants held by Armen Capital
Management Corp. came from working capital.
Item 4. PURPOSE OF TRANSACTION
No change.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
As of the date hereof, Dr. Armen is deemed to be
the beneficial owner of 450,000 shares of Common
Stock which represent warrants to purchase 450,000
shares of Common Stock of TF Purifiner, of which
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the Partnership holds 162,500 shares of Common
Stock which also represent warrants to purchase
162,500 shares of Common Stock. Based on
information provided by the management of TF
Purifiner (and assuming the warrants owned by the
reporting persons are exercised), there are
believed to be 5,656,379 shares of Common Stock of
TF Purifiner outstanding. Therefore, Dr. Armen
beneficially owns approximately 8.0% of the
outstanding shares of Common Stock, of which the
Partnership beneficially owns 2.9%. Dr. Armen and
the Partnership have the power to vote and dispose
of or direct the disposition and direct the vote of
all of the shares of Common Stock of which they are
currently deemed to beneficially own.
As of December 28, 1999, the Partnership has ceased
to be a beneficial owner of more than five percent
of the Common Stock.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF
THE ISSUER
No change.
Item 7. Material to be Filed as Exhibits
1. An agreement relating to the filing of a joint
statement as required by rule 13D-1(f) under
the Securities Exchange Act of 1934 is filed
herewith as Exhibit A.
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2. Attached hereto as Exhibit B is a description
of the transactions in the Shares that were
effected by the Reporting Person since the
most recent filing on Schedule 13D.
Signature
The undersigned, after reasonable inquiry and to
the best of his knowledge and belief, certifies
that the information set forth in this statement is
true, complete and correct.
February 24, 1999
/s/ Garo H. Armen
Garo H. Armen
ARMEN PARTNERS, L.P.
By: /s/Garo H. Armen
Garo H. Armen
General Partner
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EXHIBIT A
AGREEMENT
The undersigned agree that this Schedule 13D dated
February 24, 1999 relating to the Common Stock of TF
Purifiner, Inc. shall be filed on behalf of the undersigned.
/s/ Garo H. Armen
Garo H. Armen
ARMEN PARTNERS, L.P.
By: /s/Garo H. Armen
Garo H. Armen
General Partner
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00875001.AL2
EXHIBIT A
SCHEDULE OF TRANSACTIONS
Shares Acquired Price Per Share
Date or (Sold) (Excluding Commissions)
12/17/98 (20,000) $0.2500
12/28/98 (380,000) 0.0345
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00875001.AL2
