-----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, Hjv6croq6vVSkS5uhoGI4vmbfW+LDRRmOQqPoEvhd5Vg5QxkcpAlayphIbtmqsb1 ihwGkh99YQfwvIo0rSvQOA== 0001193125-10-128514.txt : 20100526 0001193125-10-128514.hdr.sgml : 20100526 20100525212143 ACCESSION NUMBER: 0001193125-10-128514 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100526 DATE AS OF CHANGE: 20100525 GROUP MEMBERS: DANIEL S. OCH GROUP MEMBERS: OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC GROUP MEMBERS: OCH-ZIFF HOLDING CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OSI PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000729922 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 133159796 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37954 FILM NUMBER: 10858180 BUSINESS ADDRESS: STREET 1: 41 PINELAWN ROAD CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 631-962-2000 MAIL ADDRESS: STREET 1: 41 PINELAWN ROAD CITY: MELVILLE STATE: NY ZIP: 11747 FORMER COMPANY: FORMER CONFORMED NAME: ONCOGENE SCIENCE INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OZ MANAGEMENT LP CENTRAL INDEX KEY: 0001054587 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET, 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2127900165 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET, 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: OZ MANAGEMENT LLC DATE OF NAME CHANGE: 19980204 SC 13D/A 1 dsc13da.htm AMENDMENT NO. 1 TO SCHEDULE 13D Amendment No. 1 to Schedule 13D

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

OSI PHARMACEUTICALS INC

(Name of Issuer)

 

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

671040103

(CUSIP Number)

Joel M. Frank

OZ Management, LP

9 West 57th Street, 39th Floor

New York, NY 10019

212-790-0000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 18, 2010

(Date of Event Which Requires Filing of this Statement)

 

 

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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

 

*   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 purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

 

 

 


CUSIP No. 671040103   Schedule 13D   Page 2 of 11 pages

 

  1.   

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

 

OZ Management LP

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)   ¨

 

  3.  

SEC USE ONLY

 

  4.  

Source of Funds (See Instructions)

 

     OO. See Item 3.

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  6.  

Citizenship or Place of Organization

 

    Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

with

     7.    

Sole Voting Power

 

    721,700

     8.   

Shared Voting Power

 

    0

     9.   

Sole Dispositive Power

 

    721,700

   10.   

Shared Dispositive Power

 

    0

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    721,700

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

    1.21%

14.

 

Type of Reporting Person (See Instructions)

 

    IA

 


CUSIP No. 671040103   Schedule 13D   Page 3 of 11 pages

 

  1.   

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

 

Och-Ziff Holding Corporation

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)   ¨

 

  3.  

SEC USE ONLY

 

  4.  

Source of Funds (See Instructions)

 

     OO. See Item 3.

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  6.  

Citizenship or Place of Organization

 

    Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

with

     7.    

Sole Voting Power

 

    721,700

     8.   

Shared Voting Power

 

    0

     9.   

Sole Dispositive Power

 

    721,700

   10.   

Shared Dispositive Power

 

    0

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    721,700

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

    1.21%

14.

 

Type of Reporting Person (See Instructions)

 

    CO

 


CUSIP No. 671040103   Schedule 13D   Page 4 of 11 pages

 

  1.   

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

 

Och-Ziff Capital Management Group LLC

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)   ¨

 

  3.  

SEC USE ONLY

 

  4.  

Source of Funds (See Instructions)

 

    OO. See Item 3.

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  6.  

Citizenship or Place of Organization

 

    Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

with

     7.    

Sole Voting Power

 

    750,000

     8.   

Shared Voting Power

 

    0

     9.   

Sole Dispositive Power

 

    750,000

   10.   

Shared Dispositive Power

 

    0

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    750,000

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

    1.26%

14.

 

Type of Reporting Person (See Instructions)

 

    OO

 


CUSIP No. 671040103   Schedule 13D   Page 5 of 11 pages

 

  1.   

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

 

Daniel S. Och

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)   ¨

 

  3.  

SEC USE ONLY

 

  4.  

Source of Funds (See Instructions)

 

    OO. See Item 3.

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  6.  

Citizenship or Place of Organization

 

    United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

with

     7.    

Sole Voting Power

 

    750,000

     8.   

Shared Voting Power

 

    0

     9.   

Sole Dispositive Power

 

    750,000

   10.   

Shared Dispositive Power

 

    0

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    750,000

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

    1.26%

14.

 

Type of Reporting Person (See Instructions)

 

    IN

 


CUSIP No. 671040103   Schedule 13D   Page 6 of 11 pages

 

Item 1. Security and Issuer.

This statement on Schedule 13D relates to the shares (the “Shares”) of common stock, $0.01 par value (the “Common Stock”), of OSI PHARMACEUTICALS INC (the “Issuer”). The principal executive office of the Issuer is located at 41 Pinelawn Road, Melville, New York 11747.

 

Item 2. Identity and Background.

 

(a) This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”:

(i) OZ Management LP (“OZ”) and OZ Management II LP (“OZII”), Delaware limited partnerships, are the principal investment managers to a number of investment funds and discretionary accounts managed by OZ and OZII (the “Accounts) with respect to the Shares reported in this Schedule 13D.

(ii) Och-Ziff Holding Corporation (“OZHC”), a Delaware corporation, which serves as the general partner of OZ, with respect to the Shares report in this Schedule 13D managed by OZ, OZII, and held by the Accounts.

(iii) Och-Ziff Holding Capital Management Group LLC (“OZM”), a Delaware limited liability company, is a holding company which owns 100% of OZHC and Och-Ziff Holding LLC, a Delaware limited liability company, which serves as the general partner of another investment fund with respect to the Shares reported in this Schedule 13D managed by OZ, OZII, and held by the accounts.

(iv) Daniel S. Och is the Chief Executive Officer of OZHC and OZM, with respect to the Shares reported in this Schedule 13D managed by OZ, OZII, and held by the Accounts.

 

(b) The address of the principal business office of each of the Reporting Persons is 9 West 57th Street, 39th Floor, New York, NY 10019.

 

(c) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(d) None of the Reporting Persons has, during the last five years, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which 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 violations with respect to such laws.

 

(e) The citizenship of OZ, OZHC, and OZM is set forth above. Daniel S. Och is a United States citizen.

 

Item 3. Source and Amount of Funds or Other Consideration.

The Shares reported in Item 5 as beneficially owned by the Reporting Persons were acquired with funds of approximately $1,008,600 million (including brokerage commissions). All funds to acquire the Shares were provided from capital of the Accounts.

The Shares reported herein were acquired by the Reporting Persons for investment purposes and not with a view towards changing or influencing control of the Issuer. The Issuer is subject to a Tender Offer to Acquire all outstanding shares of the Issuer by Ruby Acquisition, Inc., a wholly-owned subsidiary of


CUSIP No. 671040103   Schedule 13D   Page 7 of 11 pages

 

Astellas US Holding, Inc. as of March 1, 2010. Since some of the Shares were acquired following the public announcement of the tender offer, under interpretations of the Staff of the Securities and Exchange Commission, the Reporting Persons may be deemed to have acquired the Shares in connection with the proposed takeover.

The Reporting Persons reserve the right to acquire, or cause to be acquired, additional securities of the Issuer or derivatives or other instruments related thereto, to dispose of, or cause to be disposed of, such securities, derivatives or other instruments at any time and to formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment and trading policies of the Reporting Persons, market conditions or other factors.

Except as set forth herein, the Reporting Persons do not have any plans or proposals at this time that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

 

Item 5. Interest in Securities of the Issuer.

 

(a) The aggregate percentage of Shares reported to be beneficially owned by the Reporting Persons is based upon 61,207,646 shares of Common Stock outstanding as of May 3, 2010 as reflected in the Form 10Q filed by the Company for the quarterly period ended March 31, 2010.

As of the date of this filing:

(i) OZ and OZHC may be deemed to beneficially own 721,700* shares of Common Stock, constituting approximately 1.21%* of the shares of Common Stock outstanding.

(ii) OZM and Mr. Och may be deemed to beneficially own 750,000* shares of Common Stock, constituting approximately 1.26%* of the shares of Common Stock outstanding

*Includes 750,000 shares of Common Stock receivable upon the exercise of call options held by the Reporting Persons.

 

(b) Sole voting and dispositive powers of the Reporting Persons:

(i) OZ and OZHC have sole voting and dispositive powers over the 721,700* Shares reported herein.

(ii) OZM as the sole shareholder of both OZHC and Och-Ziff Holding LLC and may be deemed to control voting and dispositive power over the 750,000* Shares reported herein.

(iii) Mr. Och, as Chief Executive Officer of OZM may be deemed to control voting and dispositive power over the 750,000* Shares reported herein.

 

(c) Information concerning transactions in the Shares during the past sixty days effected by the Accounts for which the Reporting Persons have management and discretionary authority is set forth in Schedule I hereto and is incorporated herein by reference.

 

(d) No person other than the Accounts of OZ has the right to receive or the power to direct the receipt of dividends from, or the proceeds of the sale, of the securities being reported herein.

 

(e) Not applicable.


CUSIP No. 671040103   Schedule 13D   Page 8 of 11 pages

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The Reporting Persons may, from time to time, enter into and dispose of cash-settled equity swap or other similar derivative transactions with one or more counterparties that are based upon the value of Common Stock of the Issuer, which transactions may be significant in amount. The profit, loss and/or return on such contracts may be wholly or partially dependent on the market value of the Common Stock, the relative value of Common Stock in comparison to one or more other financial instruments, indexes or securities, a basket or group of securities in which Common Stock may be included, or a combination of any of the foregoing. These contracts will not give the Reporting Persons direct or indirect voting, or dispositive control over any securities of the Issuer and do not require the counterparties thereto to acquire, hold, vote or dispose of any securities of the Issuer. Accordingly, the Reporting Persons disclaim any beneficial ownership in any securities that may be referenced in such contracts or that may be held from time to time by any counterparties to such contracts.

Except as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any other securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.

 

Item 7. Materials to Be Filed as Exhibits.

1. Joint Acquisition Statement Pursuant to Rule 13d-1(k).


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.

 

/S/    DANIEL S. OCH

OZ MANAGEMENT LP

By Och-Ziff Holding Corporation,

its general partner;

By Daniel S. Och
Chief Executive Officer

/S/    DANIEL S. OCH

Och-Ziff Holding Corporation
By Daniel S. Och
Chief Executive Officer

/S/    DANIEL S. OCH

Och-Ziff Capital Management Group LLC
By Daniel S. Och
Chief Executive Officer

/S/    DANIEL S. OCH

Daniel S. Och

Dated: May 26, 2010


SCHEDULE I

TRANSACTIONS IN THE PAST SIXTY DAYS BY THE ACCOUNTS

Unless otherwise indicated, each of the transactions described below was effected for cash on the New York Stock Exchange.

 

Date

   Purchase / Sale    Number of Shares    Price per Share

3/1/2010

   Purchase    175,000    $ 55.55

3/1/2010

   Purchase    342,178    $ 55.62

3/3/2010

   Purchase    407,787    $ 56.80

3/3/2010

   Purchase    75,000    $ 57.00

3/4/2010

   Purchase    122,392    $ 56.44

3/4/2010

   Purchase    120,000    $ 56.53

3/4/2010

   Purchase    78,769    $ 56.55

3/4/2010

   Purchase    697    $ 56.69

3/5/2010

   Purchase    159,780    $ 56.41

3/5/2010

   Purchase    1,149    $ 56.81

3/11/2010

   Sale    50,412    $ 57.30

3/15/2010

   Purchase    7,900    $ 58.03

3/15/2010

   Purchase    160,929    $ 58.16

3/16/2010

   Purchase    3,069    $ 57.89

3/16/2010

   Purchase    55,000    $ 57.99

3/17/2010

   Purchase    471    $ 58.16

3/17/2010

   Purchase    414,721    $ 58.19

3/18/2010

   Purchase    59,293    $ 58.49

3/30/2010

   Purchase    114,300    $ 59.52

3/30/2010

   Purchase    176,600    $ 59.68

3/30/2010

   Sale    5,953    $ 60.21

3/30/2010

   Sale    2,944    $ 60.26

3/30/2010

   Sale    9,413    $ 60.29

4/1/2010

   Purchase    60,000    $ 59.57

4/1/2010

   Purchase    56,327    $ 59.60

5/11/2010

   Purchase    68,100    $ 57.04

5/11/2010

   Purchase    28,449    $ 57.02

5/12/2010

   Purchase    89,814    $ 57.23

5/13/2010

   Purchase    55,000    $ 57.07

5/13/2010

   Purchase    71,014    $ 57.32

5/13/2010

   Purchase    25,000    $ 57.38

5/14/2010

   Sale    60,025    $ 59.60

5/18/2010

   Sale    850,000    $ 57.35

5/19/2010

   Sale    449,992    $ 57.33

5/19/2010

   Sale    1,500,000    $ 57.34


EXHIBIT 1

JOINT ACQUISITION STATEMENT

PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D, is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13D, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness or accuracy of the information concerning the others, except to the extent that he or it know or has reason to believe that such information is inaccurate.

 

/S/    DANIEL S. OCH

OZ MANAGEMENT LP

By Och-Ziff Holding Corporation,

its general partner;

By Daniel S. Och
Chief Executive Officer

/S/    DANIEL S. OCH

Och-Ziff Holding Corporation
By Daniel S. Och
Chief Executive Officer

/S/    DANIEL S. OCH

Och-Ziff Capital Management Group LLC
By Daniel S. Och
Chief Executive officer and
Executive Managing Director and

/S/    DANIEL S. OCH

Daniel S. Och

Dated: May 26, 2010

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