-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SvZBgFfupaE2/IhUUMcwmiypcjKH9C+/coZspvuTRCr5nThZ/f4lAG0m+mp3qmqR xWhKZxiB0ZwY3Q/cgMzFlA== 0000950136-97-000140.txt : 19970222 0000950136-97-000140.hdr.sgml : 19970222 ACCESSION NUMBER: 0000950136-97-000140 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970214 SROS: NASD GROUP MEMBERS: ADLER FREDERICK R GROUP MEMBERS: EURO-AMERICA - I, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SANGSTAT MEDICAL CORP CENTRAL INDEX KEY: 0000913610 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 943076069 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45205 FILM NUMBER: 97533226 BUSINESS ADDRESS: STREET 1: 1505 ADAMS DR CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 4153280300 MAIL ADDRESS: STREET 1: 1505 ADAMS DR CITY: MENLO PARK STATE: CA ZIP: 94025 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ADLER FREDERICK R CENTRAL INDEX KEY: 0000919039 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1520 SOUTH OCEAN BLVD CITY: PALM BEACH STATE: FL ZIP: 33480 BUSINESS PHONE: 4076592001 MAIL ADDRESS: STREET 1: 1520 SOUTH OCEAN BLVD CITY: PALM BEACH STATE: FL ZIP: 33480 SC 13G/A 1 AMENDMENT TO SCHEDULE 13G ----------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3 )* --- SangStat Medical Corporation - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, no par value - ------------------------------------------------------------------------------- (Title of Class of Securities) 801003-10-4 - ------------------------------------------------------------------------------- (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). 13G CUSIP NO: 801003-10-4 PAGE 2 OF 8 PAGES --- --- ============================================================================== 1 NAME OF REPORTING PERSON S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON Frederick R. Adler - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ----- (b) X ----- - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States ============================================================================== 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. ----------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER 0 shares ----------------------------------------------------------------- 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. ============================================================================== 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. - ------------------------------------------------------------------------------ 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / X / ------ - ------------------------------------------------------------------------------ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% - ------------------------------------------------------------------------------ 12 TYPE OF REPORTING PERSON* IN ============================================================================== 13G CUSIP NO: 801003-10-4 PAGE 3 OF 8 PAGES ----- ----- ============================================================================== 1 NAME OF REPORTING PERSON S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON Euro-America-I, L.P. ("Euro-America") - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ----- (b) X ----- - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands B.W.I. ============================================================================== 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) ----------------------------------------------------------------- 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. ------------------------------------------------------------------ 8 SHARED DISPOSITIVE POWER 0 shares (See response to Row 7 above) ============================================================================== 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 39,971 shares - ------------------------------------------------------------------------------ 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / ---- - ------------------------------------------------------------------------------ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1% - ------------------------------------------------------------------------------ 12 TYPE OF REPORTING PERSON* PN ============================================================================== Page 4 of 8 Pages ----- ----- 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 Page 5 of 8 Pages ----- ----- 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. Page 6 of 8 Pages ------ ----- 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. Page 7 of 8 Pages ----- ----- 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 -------------------------------------------------- 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. Page 8 of 8 Pages EXHIBIT I ------ ------- 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. ----------------------------------------------- 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. -----END PRIVACY-ENHANCED MESSAGE-----