UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------- SCHEDULE 13G (Rule 13d-102) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2 )* Vivus, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 928551100 - -------------------------------------------------------------------------------- (CUSIP Number) - ---------- * 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 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 2 Check the Appropriate Box If a Member of a Group* a. |_| b. |_| - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Citizenship or Place of Organization State of New York - -------------------------------------------------------------------------------- 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 -------------------------------------------------------- 8 Shared Dispositive Power 0 - -------------------------------------------------------------------------------- 9 Aggregate Amount Beneficially Owned by Each Reporting Person 319,900 - -------------------------------------------------------------------------------- 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* |_| - -------------------------------------------------------------------------------- 11 Percent of Class Represented By Amount in Row (9) 2.0% - -------------------------------------------------------------------------------- 12 Type of Reporting Person* EP - -------------------------------------------------------------------------------- *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 -------------------------- 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