-----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, WoD9hkFWcNP1sGkYa6Gjfd6/SkUKNc/52O12RpcVGfTW2cz8+5ut5Phyfc2ZZK3K L+0isK2qHawrZ/qDwzNGKA== 0000919574-99-000436.txt : 19990225 0000919574-99-000436.hdr.sgml : 19990225 ACCESSION NUMBER: 0000919574-99-000436 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990224 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PURADYN FILTER TECHNOLOGIES INC CENTRAL INDEX KEY: 0001019787 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 141708544 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-50877 FILM NUMBER: 99549102 BUSINESS ADDRESS: STREET 1: 3020 HIGH RIDGE ROAD STE 100 CITY: BOYTON BEACH STATE: FL ZIP: 33426 BUSINESS PHONE: 4075479499 MAIL ADDRESS: STREET 1: 3020 HIGH RIDGE ROAD STE 100 CITY: BOYTON BEACH STATE: FL ZIP: 33426 FORMER COMPANY: FORMER CONFORMED NAME: T F PURIFINER INC DATE OF NAME CHANGE: 19960726 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARMEN GARO H CENTRAL INDEX KEY: 0000935679 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 135 EAST 57TH ST CITY: NEW YORK STATE: NY ZIP: 10022 MAIL ADDRESS: STREET 1: 630 FIFTH AVENUE STREET 2: SUITE 918 CITY: NEW YORK STATE: NY ZIP: 10111 SC 13D/A 1 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 Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 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) 3 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. 4 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 5 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. 6 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 7 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. 8 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 9 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 10 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 11 00875001.AL2 -----END PRIVACY-ENHANCED MESSAGE-----