-----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, UnpFKT8h0ReX7RMm63iYHQC+NoMEVc2pt7+4j0TayveQU6PDeeuTvftFGt7BsXHM DySgeVnGLcdDo/ZKZXNnDw== 0000950136-07-003952.txt : 20070605 0000950136-07-003952.hdr.sgml : 20070605 20070605060025 ACCESSION NUMBER: 0000950136-07-003952 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070605 DATE AS OF CHANGE: 20070605 GROUP MEMBERS: SCO SECURITIES LLC GROUP MEMBERS: STEVEN H. ROUHANDEH SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BIOENVISION INC CENTRAL INDEX KEY: 0001028205 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 113375915 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78274 FILM NUMBER: 07899319 BUSINESS ADDRESS: STREET 1: 345 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-750-6700 MAIL ADDRESS: STREET 1: 345 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10154 FORMER COMPANY: FORMER CONFORMED NAME: ASCOT GROUP INC DATE OF NAME CHANGE: 19961205 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCO CAPITAL PARTNERS LLC CENTRAL INDEX KEY: 0001225978 IRS NUMBER: 522247879 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1285 AVE OF THE AMERICAS STREET 2: 35TH FL. CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125544158 MAIL ADDRESS: STREET 1: 1285 AVE OF THE AMERICAS STREET 2: 35TH FL. CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 file1.htm FORM SC 13D/A



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13D
                                 (Rule 13d-101)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
            TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
                                  RULE 13d-2(a)

                                (Amendment No. 3)

                                BIOENVISION, INC.
                                (Name of Issuer)

                         COMMON STOCK, PAR VALUE $0.001
                         (Title of Class of Securities)

                                   09059N 10 0
                                 (CUSIP Number)

                               Steven H. Rouhandeh
                            SCO Capital Partners LLC
                     1285 Avenue of the Americas, 35th Floor
                            New York, New York 10019
                                 (212) 554-4158
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                  June 5, 2007
              (Date of Event Which Requires Filing This Statement)

     If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].

                         (Continued on following pages)


                                 (Page 1 of 11)



CUSIP NO. 09059N 10 0                  13D                   PAGE 2 OF 11 PAGES


THIS SCHEDULE 13D AMENDMENT NO. 3 IS BEING FILED, AMONG OTHER THINGS, TO PROVIDE
AN UPDATE REGARDING SCO CAPITAL PARTNERS LLC'S POSITION WITH RESPECT TO THE
ISSUER'S PROPOSED MERGER TRANSACTION WITH GENZYME CORPORATION. AS MORE FULLY
DESCRIBED IN ITEM 4 BELOW, ON JUNE 5, 2007, SCO CAPITAL PARTNERS LLC SENT AN
ADDITIONAL LETTER TO THE BOARD OF DIRECTORS OF THE ISSUER SETTING FORTH IN
FURTHER DETAIL SCO CAPITAL PARTNERS LLC'S POSITION WITH RESPECT TO THE
TRANSACTION. A COPY OF THE LETTER IS ATTACHED HERETO AS EXHIBIT B.



CUSIP NO. 09059N 10 0                  13D                    PAGE 3 OF 11 PAGES


- --------------------------------------------------------------------------------
1.   NAMES OF REPORTING PERSONS
     IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

     SCO Capital Partners LLC
- --------------------------------------------------------------------------------
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                    (a) [_]
     (see instructions)                                                  (b) [X]
- --------------------------------------------------------------------------------
3.   SEC USE ONLY
- --------------------------------------------------------------------------------
4.   SOURCE OF FUNDS (see instructions)

     OO
- --------------------------------------------------------------------------------
5.   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEM 2(d) or 2(e)                                           [_]
- --------------------------------------------------------------------------------
6.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware
- --------------------------------------------------------------------------------
 NUMBER OF    7.   SOLE VOTING POWER                                   6,977,389
   SHARES     ------------------------------------------------------------------
BENEFICIALLY  8.   SHARED VOTING POWER                                   231,942
  OWNED BY    ------------------------------------------------------------------
    EACH      9.   SOLE DISPOSITIVE POWER                              6,977,389
 REPORTING    ------------------------------------------------------------------
PERSON WITH   10.  SHARED DISPOSITIVE POWER                              231,942
- --------------------------------------------------------------------------------
11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     7,209,331
- --------------------------------------------------------------------------------
12.  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
     CERTAIN SHARES (see instructions)                                       [_]
- --------------------------------------------------------------------------------
13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

     13.4%
- --------------------------------------------------------------------------------
14.  TYPE OF REPORTING PERSON (see instructions)

     PN
- --------------------------------------------------------------------------------



CUSIP NO. 09059N 10 0                  13D                    PAGE 4 OF 11 PAGES


- --------------------------------------------------------------------------------
1.   NAMES OF REPORTING PERSONS
     IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

     SCO Securities LLC
- --------------------------------------------------------------------------------
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                    (a) [_]
     (see instructions)                                                  (b) [X]
- --------------------------------------------------------------------------------
3.   SEC USE ONLY
- --------------------------------------------------------------------------------
4.   SOURCE OF FUNDS (see instructions)

     OO
- --------------------------------------------------------------------------------
5.   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEM 2(d) or 2(e)                                           [_]
- --------------------------------------------------------------------------------
6.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware
- --------------------------------------------------------------------------------
 NUMBER OF    7.   SOLE VOTING POWER                                           0
   SHARES     ------------------------------------------------------------------
BENEFICIALLY  8.   SHARED VOTING POWER                                         0
  OWNED BY    ------------------------------------------------------------------
    EACH      9.   SOLE DISPOSITIVE POWER                                      0
 REPORTING    ------------------------------------------------------------------
PERSON WITH   10.  SHARED DISPOSITIVE POWER                                    0
- --------------------------------------------------------------------------------
11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     0
- --------------------------------------------------------------------------------
12.  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
     CERTAIN SHARES  (see instructions)                                      [_]
- --------------------------------------------------------------------------------
13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

     0%
- --------------------------------------------------------------------------------
14.  TYPE OF REPORTING PERSON (see instructions)

     BD
- --------------------------------------------------------------------------------



CUSIP NO. 09059N 10 0                  13D                    PAGE 5 OF 11 PAGES


- --------------------------------------------------------------------------------
1.   NAMES OF REPORTING PERSONS
     IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

     Steven H. Rouhandeh
- --------------------------------------------------------------------------------
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                    (a) [_]
     (see instructions)                                                  (b) [X]
- --------------------------------------------------------------------------------
3.   SEC USE ONLY
- --------------------------------------------------------------------------------
4.   SOURCE OF FUNDS (see instructions)

     OO
- --------------------------------------------------------------------------------
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEM 2(d) or 2(e)                                           [_]
- --------------------------------------------------------------------------------
6.   CITIZENSHIP OR PLACE OF ORGANIZATION

     United States
- --------------------------------------------------------------------------------
 NUMBER OF    7.   SOLE VOTING POWER                                   6,977,389
   SHARES     ------------------------------------------------------------------
BENEFICIALLY  8.   SHARED VOTING POWER                                   231,942
  OWNED BY    ------------------------------------------------------------------
    EACH      9.   SOLE DISPOSITIVE POWER                              6,977,389
 REPORTING    ------------------------------------------------------------------
PERSON WITH   10.  SHARED DISPOSITIVE POWER                              231,942
- --------------------------------------------------------------------------------
11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     7,209,331
- --------------------------------------------------------------------------------
12.  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
     CERTAIN SHARES (see instructions)                                       [_]
- --------------------------------------------------------------------------------
13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

     13.4%
- --------------------------------------------------------------------------------
14.  TYPE OF REPORTING PERSON (see instructions)

     IN
- --------------------------------------------------------------------------------



CUSIP NO. 09059N 10 0                  13D                    PAGE 6 OF 11 PAGES


ITEM 1. SECURITY AND ISSUER.

This Amendment No. 3 to Schedule 13D ("Schedule 13D") is being filed to amend
Amendment No. 2 to Schedule 13D filed on May 30, 2007 with respect to the common
stock, par value $.001 per share (the "Common Stock") of Bioenvision, Inc., a
Delaware corporation ("Bioenvision" or the "Company"). The principal executive
offices of the Company are located at 345 Park Avenue, 41st Floor, New York, New
York 10154.

This Schedule 13D, as amended, is being filed pursuant to Section 13(d) of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder (the "Exchange Act").

ITEM 2. IDENTITY AND BACKGROUND.

(a) This Schedule 13D is filed by (i) Steven H. Rouhandeh ("Mr. Rouhandeh"),
(ii) SCO Capital Partners LLC, a limited liability company organized under the
laws of the State of Delaware ("SCO"), and (iii) SCO Securities LLC, a limited
liability company organized under the laws of the State of Delaware ("SCO
Securities"). Mr. Rouhandeh, SCO and SCO Securities are collectively referred to
herein as the "Reporting Persons."

(b) The Reporting Persons' business address is 1285 Avenue of the Americas, 35th
Floor, New York, New York 10019.

(c) The principal business of Mr. Rouhandeh is to serve as the Chairman and
managing member of SCO and managing member of the entity that serves as sole
member of SCO Securities. The principal business of SCO is to invest in
biotechnology companies. The principal business of SCO Securities is to provide
certain broker-dealer services to biotechnology companies.

(d) During the last five years, none of the Reporting Persons have been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).

(e) During the last five years, none of the Reporting Persons have been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction that resulted in a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.

(f) Mr. Rouhandeh is a United States citizen. SCO and SCO Securities are each a
limited liability company organized under the laws of the State of Delaware.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

On May 1, 2007, SCO exercised in full the warrant to purchase 688,333 shares of
Common Stock that it received in connection with the Bioenvision's May 8, 2002
private placement transaction (as described below). Pursuant to such warrant
exercise, SCO received 688,333 shares of Common Stock at a purchase price of
$1.50 per share which SCO paid in cash. The issuance of these shares of Common
Stock was exempt from registration under Regulation D promulgated under the
Securities Act or Section 4(2) of the Securities Act. The source of funds for
the warrant exercise was internal capital of an affiliated entity.

On November 1, 2006, SCO exercised in full the warrant to purchase 1,200,000
shares of Common Stock that it received in connection with Bioenvision's
November 16, 2001 revolving credit facility transaction



CUSIP NO. 09059N 10 0                  13D                    PAGE 7 OF 11 PAGES


(as described below). SCO exercised this warrant pursuant to a cashless exercise
provision at a purchase price of $1.25 per share and received a total of 927,768
shares of Common Stock with the remaining 272,232 shares of Common Stock
issuable pursuant to such warrant paid to Bioenvision in consideration of such
exercise. The issuance of these shares of Common Stock was exempt from
registration under Regulation D promulgated under the Securities Act or Section
4(2) of the Securities Act.

On November 1, 2006, SCO Securities exercised in full the warrant to purchase
90,000 shares of Common Stock that it received in connection with the execution
of the engagement letter between SCO Securities and Bioenvision (as described
below). SCO Securities exercised this warrant pursuant to a cashless exercise
provision at a purchase price of $1.25 per share and received a total of 69,583
shares of Common Stock with the remaining 20,417 shares of Common Stock issuable
pursuant to such warrant paid to Bioenvision in consideration of such exercise.
On February 21, 2007, the 69,583 shares of Common Stock were transferred to SCO.
The issuance of these shares of Common Stock was exempt from registration under
Regulation D promulgated under the Securities Act or Section 4(2) of the
Securities Act.

On November 1, 2006, the Sophie C. Rouhandeh Trust (the "SR Trust") exercised in
full the warrant that it received in connection with Bioenvision's November 16,
2001 revolving credit facility transaction (as described below). The SR Trust
exercised this warrant pursuant to a cashless exercise provision at a purchase
price of $1.25 per share and received a total of 115,971 shares of Common Stock
with the remaining 34,029 shares of Common Stock issuable pursuant to such
warrant paid to Bioenvision in consideration of such exercise. The issuance of
these shares of Common Stock was exempt from registration under Regulation D
promulgated under the Securities Act or Section 4(2) of the Securities Act.

On November 1, 2006, the Chloe H. Rouhandeh Trust (the "CR Trust" and, together
with the SR Trust, the "Trusts") exercised in full the warrant that it received
in connection with Bioenvision's November 16, 2001 revolving credit facility
transaction (as described below). The CR Trust exercised this warrant pursuant
to a cashless exercise provision at a purchase price of $1.25 per share and
received a total of 115,971 shares of Common Stock with the remaining 34,029
shares of Common Stock issuable pursuant to such warrant paid to Bioenvision in
consideration of such exercise. The issuance of these shares of Common Stock was
exempt from registration under Regulation D promulgated under the Securities Act
or Section 4(2) of the Securities Act.

On May 14, 2004 and on March 22, 2004, upon closings of private placement
financings pursuant to which SCO Securities acted as placement agent. As
consideration for services rendered, Bioenvision issued to SCO Securities
warrants to purchase an aggregate of 170,092 shares of Common Stock at an
exercise price of $6.25 per share, subject to certain anti-dilution adjustments.
SCO Securities allocated these warrants to SCO. The warrants expire five years
from the date of issuance. The issuance of these warrants was exempt from
registration under Regulation D promulgated under the Securities Act or Section
4(2) of the Securities Act. No cash consideration was paid by SCO or SCO
Securities to the Company in connection with the issuance of these warrants.

On May 8, 2002, Bioenvision consummated a private placement transaction pursuant
to which Bioenvision raised $17.75 million in equity financing. SCO Securities
acted as Bioenvision's financial advisor in connection with this equity
offering. As consideration for services rendered, SCO received a warrant to
purchase 688,333 shares of Common Stock at an exercise price of $1.50 per share.
The warrants expire five years from the date of issuance. This warrant was
exercised on May 1, 2007 as described above. The issuance of these warrants was
exempt from registration under Regulation D promulgated under the Securities Act
or Section 4(2) of the Securities Act. No cash consideration was paid by SCO or
SCO Securities to the Company in connection with the issuance of these warrants.



CUSIP NO. 09059N 10 0                  13D                    PAGE 8 OF 11 PAGES


On February 1, 2002, Bioenvision issued an aggregate of 7,000,000 shares of
Common Stock to the former stockholders of Pathagon, Inc., in connection with
the consummation of a merger transaction. Of this amount, SCO received 5,121,613
shares of Common Stock as consideration in the merger transaction. The issuance
of these shares was exempt from registration under Regulation D promulgated
under the Securities Act or Section 4(2) of the Securities Act.

On November 16, 2001, Bioenvision and SCO entered into a revolving credit
facility pursuant to which Bioenvision could borrow up to $1 million from SCO.
In connection with this revolving credit facility, Bioenvision issued (i) to SCO
a warrants to purchase 1,200,000 shares of Common Stock at an exercise price of
$1.25 per share, subject to certain anti-dilution adjustments, and (ii) to each
of the SR Trust and the CR Trust, with respect to both of which Mr. Rouhandeh,
Chairman of SCO, serves as a trustee, a warrant to purchase 150,000 shares of
Common Stock at an exercise price of $1.25 per share, subject to certain
anti-dilution adjustments. All of the foregoing warrants expire five years from
the date of issuance. All of these warrants were exercised by their respective
holders on November 1, 2006 as described above. The issuance of these warrants
was exempt from registration under Regulation D promulgated under the Securities
Act or Section 4(2) of the Securities Act. As a trustee of the Trusts, Mr.
Rouhandeh has shared voting power and shared investment power with respect to
these shares, but disclaims any beneficial ownership thereof.

On November 16, 2001, Bioenvision entered into an engagement letter with SCO
Securities pursuant to which SCO Securities acted as Bioenvision's financial
advisor. In connection with this engagement letter and services rendered
pursuant thereto, Bioenvision issued to SCO Securities LLC, an affiliate of SCO,
a warrant to purchase 90,000 shares of Common Stock at an exercise price of
$1.25 per share, subject to certain anti-dilution adjustments. The warrant
expires five years from the date of issuance. This warrant was exercised on
November 1, 2006 as described above. The issuance of this warrant was exempt
from registration under Regulation D promulgated under the Securities Act or
Section 4(2) of the Securities Act.

ITEM 4. PURPOSE OF TRANSACTION.

Each of the Reporting Persons purchased their shares of Common Stock and
warrants to purchase Common Stock for investment purposes. Each of the Reporting
Persons may acquire additional shares of Common Stock from time to time, in open
market purchases, negotiated transactions or otherwise, and may sell any or all
of such shares of Common Stock at any time.

On May 29, 2007, Bioenvision announced that it had entered into an Agreement and
Plan of Merger (the "Merger Agreement") with Genzyme Corporation, a
Massachusetts corporation ("Genzyme") and Wichita Bio Corporation, a Delaware
corporation and a wholly-owned subsidiary of Genzyme (the "Purchaser") pursuant
to which the Purchaser will commence a tender offer for all of the outstanding
shares of Common Stock and all of the outstanding shares of Series A Convertible
Participating Preferred Stock of Bioenvision at a purchase price of $5.60 per
share of Common Stock. The Reporting Persons do not believe that the purchase
price adequately values Bioenvision. Consequently, based on the currently
available information and terms, the Reporting Persons intend at this time not
to tender their shares in connection with such transaction and not to vote in
favor of such transaction if such vote is requested.

On May 29, 2007, SCO delivered a letter to Bioenvision's board of directors
outlining its objections to the transaction contemplated by the Merger
Agreement. A copy of the letter is attached hereto as Exhibit A and is
incorporated herein by reference.



CUSIP NO. 09059N 10 0                  13D                    PAGE 9 OF 11 PAGES


On June 5, 2007, SCO delivered an additional letter to Bioenvision's board of
directors providing further detail as to its objections to the transaction
contemplated by the Merger Agreement. A copy of the letter is attached hereto as
Exhibit B and is incorporated herein by reference.

Other than as set forth in the preceding paragraphs of this Item 4, each of the
Reporting Persons does not have any plans or proposals which relate to or would
result in any of the matters enumerated in clauses (a) through (j), inclusive,
of Item 4 of Schedule 13D, namely: (a) the acquisition by any person of
additional securities of the Company or the disposition of securities of the
Company; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Company or any of
its subsidiaries; (d) any change in the present Board of Directors or management
of the Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Board; (e) any material
change in the present capitalization or dividend policy of the Company; (f) any
other material change in the Company's business or corporate structure; (g)
changes in the Company's charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Company by any
person; (h) causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or
(j) any action similar to any of those enumerated above.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a) As of the date hereof, (i) each of the two Trusts owns 115,971 shares of
Common Stock, (ii) SCO owns 6,807,297 shares of Common Stock, and warrants to
purchase an aggregate of 170,092 shares of Common Stock, and (iii) SCO
Securities owns no Common Stock or warrants to purchase Common Stock. These
securities in the aggregate represent beneficial ownership of 13.4% of the
outstanding Common Stock of Bioenvision as of May 3, 2007 (as set forth in its
Form 10-Q filed on May 9, 2007). In his capacity as Chairman and managing member
of SCO, Mr. Rouhandeh may be deemed beneficially to own the 6,807,297 shares of
Common Stock and warrants to purchase 170,092 shares of Common Stock owned
directly by SCO.

(b) As a trustee of each Trust, Mr. Rouhandeh has shared power with his brother
and spouse to vote 231,942 shares of Common Stock held by the Trusts. Mr.
Rouhandeh, in his capacity as Chairman and managing member of SCO, has the sole
power to direct the vote and disposition of the 6,807,297 shares of Common Stock
owned by SCO and, upon conversion of warrants, Mr. Rouhandeh has the sole power
to direct the vote and disposition of an additional 170,092 shares of Common
Stock underlying warrants owned by SCO. SCO and SCO Securities disclaim
beneficial ownership of the warrants held by the Trusts.

(c) Reference is made to the Reporting Persons' responses to Item 3.

(d) Not applicable.

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.

Reference is made to the Reporting Persons' responses to Item 3.



CUSIP NO. 09059N 10 0                  13D                   PAGE 10 OF 11 PAGES


ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Exhibit A-- May 29, 2007 Letter from SCO Capital Partners LLC to the Board of
            Directors of Bioenvision, Inc.*

Exhibit B--June 5, 2007 Letter from SCO Capital Partners LLC to the Board of
           Directors of Bioenvision, Inc.

* Incorporated by reference to Schedule 13D Amendment No. 2 filed by the
Reporting Persons on May 30, 2007.



CUSIP NO. 09059N 10 0                  13D                   PAGE 11 OF 11 PAGES


                                   SIGNATURES

     After reasonable inquiry and to the best of each of our knowledge and
belief, we certify that the information set forth in this statement is true,
complete and correct.

Dated: June 5, 2007

                                          SCO CAPITAL PARTNERS LLC


                                          By: /s/ Steven H. Rouhandeh
                                              ----------------------------------
                                              Steven H. Rouhandeh
                                              Chairman


                                          SCO SECURITIES LLC


                                          By: /s/ Steven H. Rouhandeh
                                              ----------------------------------
                                              Steven H. Rouhandeh
                                              Chairman


                                              /s/ Steven H. Rouhandeh
                                              ----------------------------------
                                              Steven H. Rouhandeh

EX-99.(B) 2 file2.htm JUNE 5, 2007 LETTER TO BOARD OF DIRECTORS



                            SCO CAPITAL PARTNERS LLC

                                        June 5, 2007

Board of Directors
Bioenvision, Inc.
345 Park Avenue, 41st Floor
New York, New York 10154

Bioenvision Board Members:

     In our initial letter to you dated May 29, 2007, we expressed our
disappointment and lack of support of the recent Genzyme offer. After further
consideration, we remain extremely concerned about the valuation and timing of
the transaction, and what appears to be a lack of a formal sale or auction
process. Further, we are extremely concerned about the appearance of conflicts
of interest among the board of directors and the holder of the Series A
Preferred Stock, namely Perseus-Soros Biopharmaceutical Fund L.P.
("Perseus-Soros"), and therefore whether the board has properly carried out its
fiduciary duties to all shareholders.

VALUATION & TIMING ISSUES

     It would appear, based on a series of communications, market conditions and
anticipated events, that the timing of this proposed sale and the proposed
valuation could not be worse. Why did the board approve this proposal when:

     o    Clofarabine appears to be readied for market approval in Adult AML in
          Europe and the US within the next six-to-twelve months. This is
          supported by communications by Bioenvision and Genzyme that multiple
          pivotal trials in Adult AML have shown "dramatic" complete response
          rates, in an indication with few good clinical treatments. The Adult
          AML market is several times larger than the pediatric ALL market,
          where the EMEA and FDA have already approved clofarabine (and
          presumably safety in children is of utmost importance). Management has
          disclosed that the regulatory process in Europe is on-track, and in
          fact better than expected.

     o    Bioenvision stock is trading near a four-year low, exacerbated by an
          ill-timed and extremely dilutive public equity offering announced on
          April 2, 2007 which drove the Bioenvision stock to new lows. The
          expressed purpose for the financing was to get the company to
          profitability and well into 2009.

     o    The valuation of less than $300 million after backing out in excess of
          $50 million in cash, appears to be less than one-time revenues of
          clofarabine in leukemia alone. And, this is based on Genzyme
          projections, not the

        1285 AVENUE OF THE AMERICAS, 35TH FLOOR, NEW YORK, NEW YORK 10019
                    Telephone: 212-554-4158 Fax: 212-554-4058



          substantially higher projections of independent research analysts on
          Wall Street. Additionally, it gives no value to clofarabine's
          potential in a variety of other indications, such as myelodysplastic
          syndromes, non-Hodgkins lymphoma and bone marrow transplants where up
          to an additional 25 clinical trials are either planned or ongoing. The
          market for these assets is not one-time revenues, but rather in the
          range of four-to-eight times revenues.

     o    The presentation of clinical data on clofarabine at this week's
          American Society of Clinical Oncology (ASCO) meeting will likely
          further illustrate to the market the value of clofarabine in leukemia
          and a wide variety of other clinical indications.

     o    The biotechnology indices of the AMEX and NASDAQ have recently broke
          out to the upside of two-year trading ranges, perhaps signaling the
          beginning of a biotechnology bull market. This would coincide,
          serendipitously, with approvals of clofarabine in adult AML both in
          Europe and the US.

LACK OF A FORMAL SALES OR AUCTION PROCESS

     There was not sufficient time between the April financing and the
announcement of the Genzyme transaction to hire an investment bank, initiate a
formal sale or auction process, identify and contact alternative bidders on a
global scale, enter into confidentiality agreements, conduct a thorough due
diligence process, and then conclude a process whereby Genzyme was the final
bidder.

     o    We question whether, under Delaware Corporate Law, the board and
          management has properly fulfilled its fiduciary duties to all
          shareholders by not undertaking a formal sale or auction process.

     o    Additionally, including a termination fee in the merger agreement,
          particularly in the instance where a formal sales or auction process
          was not run, is likely to dissuade alternative bidders.

APPEARANCE OF CONFLICTS ON THE BOARD AND THE ROLE OF PERSEUS-SOROS

     It appears from the SEC-filed merger agreement that Perseus-Soros and its
employees and board designees have already entered into an agreement to support
the Genzyme tender offer. We question whether the directors affiliated with
Perseus-Soros were conflicted when they approved this transaction at the board
level:

     o    Given the lack of a formal sale or auction process, and the fact that
          Perseus-Soros and its employees and designees have agreed to the
          proposed offer, it would appear that Perseus-Soros may have simply
          grown tired of its investment in Bioenvision and brokered a "quick
          sale" to Genzyme, a corporate entity with which Perseus-Soros has had
          previous business dealings

        1285 AVENUE OF THE AMERICAS, 35TH FLOOR, NEW YORK, NEW YORK 10019
                    TELEPHONE: 212-554-4158 FAX: 212-554-4058



          and for which individuals at Perseus-Soros have previously acted as
          investment bankers.

     o    Perseus-Soros' cost basis in Bioenvision is likely to be substantially
          lower than most common stock shareholders, and while a quick sale at
          $5.60 may be deemed as a satisfactory outcome for themselves, it would
          seem to represent a transaction where the best interests of all equity
          shareholders was not fully considered.

     We have been inundated with calls from institutional and individual
shareholders that vehemently oppose the Genzyme offer on the grounds that it is
inadequate, and express the same reservations concerning timing and the lack of
a formal auction process. Clearly, with over 20 million shares trading above the
$5.60 offer price since its announcement, the market does not support this
transaction. If Perseus-Soros wants an exit strategy, they should sell their
shares to other investors rather than orchestrating a poorly-timed and
inadequately priced tender offer.

                                        Sincerely,


                                        /s/ Steven H. Rouhandeh
                                        ----------------------------------------
                                        Steven H. Rouhandeh
                                        Chairman

        1285 AVENUE OF THE AMERICAS, 35TH FLOOR, NEW YORK, NEW YORK 10019
                    TELEPHONE: 212-554-4158 FAX: 212-554-4058

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