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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2 )*
Vivus, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
928551100
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(CUSIP Number)
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* 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 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).
SCHEDULE 13G
CUSIP No. 928551100
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Trustees of General Electric Pension Trust
I.R.S. #14-6015763
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2 Check the Appropriate Box If a Member of a Group* a. |_|
b. |_|
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3 SEC Use Only
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4 Citizenship or Place of Organization
State of New York
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5 Sole Voting Power
Number of
Shares 319,900
Beneficially --------------------------------------------------------
Owned By 6 Shared Voting Power
Each
Reporting 0
Person --------------------------------------------------------
With 7 Sole Dispositive Power
319,900
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8 Shared Dispositive Power
0
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9 Aggregate Amount Beneficially Owned by Each Reporting Person
319,900
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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)
2.0%
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12 Type of Reporting Person*
EP
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 7 Pages
Item 1(a) Name of Issuer
Vivus, Inc.
Item 1(b) Address of Issuer's Principal Executive Office
545 Middlefield Road, Suite 200
Menlo Park, California 94025
Item 2(a) Name of Person Filing
Trustees of General Electric Pension Trust ("GEPT")
(See Schedule 1)
Item 2(b) Address of Principal Business Office
3003 Summer Street
Stamford, Connecticut 06904
Item 2(c) Citizenship
New York State
Item 2(d) Title of Class of Securities
Common Stock
Item 2(e) CUSIP Number
928551100
Item 3 If this statement is filed pursuant to Rules 13d- 1(b) or
13d-2(b), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section
15 of the Act
(b) [ ] Bank as defined in Section 3(a) of the
Act
(c) [ ] Insurance Company as defined in Section
3(a)(19) of the Act
(d) [ ] Investment Company registered under
Section 8 of the Investment Company Act
Page 3 of 7 Pages
(e) [ ] Investment Adviser registered under
Section 203 of the Investment Advisers
Act of 1940
(f) [X] Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see ss.240.13d-
1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance
with ss.240.13d-1(b)(ii)(G) (Note: See Item
7)
(h) [ ] Group, in accordance with ss.240.13d-
1(b)(1)(ii)(H)
Item 4 Ownership
(a) Amount Beneficially Owned: As of December 31,
1996, GEPT is deemed to be the beneficial
owner of 319,000 shares of Common Stock.
(b) Such 319,000 shares of Common Stock represent approximately
2.0% of the outstanding Common Stock.
(c) Number of shares as to which such person has:
(i) sole power to vote or direct the vote:
319,000
(ii) shared power to vote or direct the vote:
0
(iii) sole power to dispose or direct the
disposition of: 319,000
(iv) shared power to dispose or to direct the
disposition of: 0
Item 5 Ownership of Five Percent of Less of a Class
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following [X].
Item 6 Ownership of More than Five Percent on Behalf of
Another Person
Not applicable
Page 4 of 7 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
Not applicable
Item 9 Notice of Dissolution of Group
Not applicable
Item 10 Certification
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of
and do not have the effect of changing or influencing the control of
the issuer of such securities and were not acquired in connection
with or as a participant in any transaction having such purpose or
effect.
Page 5 of 7 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
February 14, 1997 TRUSTEES OF GENERAL ELECTRIC PENSION
TRUST
By: /s/ Alan M. Lewis
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Alan M. Lewis
Trustee
SCHEDULE I
TRUSTEES OF
GENERAL ELECTRIC PENSION TRUST
3003 Summer Street, P.O. Box 7900
Stamford, Connecticut 06904
The names of the Trustees of General Electric Pension
Trust are as follows:
EUGENE K. BOLTON
MICHAEL J. COSGROVE
RALPH R. LAYMAN
ALAN M. LEWIS
ROBERT A. MACDOUGALL
JOHN H. MYERS
DONALD W. TOREY