-----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, K2PVtBc9S4Cht08Df5RT/eNvfF3zC/cHINaiTR0y2GAp8LEQZa/rqL44ivZHEws9 MVxvjY1xqlNyvHpTlOqNIg== 0001092307-03-000013.txt : 20030127 0001092307-03-000013.hdr.sgml : 20030127 20030127161420 ACCESSION NUMBER: 0001092307-03-000013 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030127 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EMISPHERE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000805326 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 133306985 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40729 FILM NUMBER: 03526105 BUSINESS ADDRESS: STREET 1: 765 OLD SAW MILL RIVER ROAD CITY: TARRYTOWN STATE: NY ZIP: 10591 BUSINESS PHONE: 9143472220 MAIL ADDRESS: STREET 1: 765 OLD SAW MILL RIVER ROAD CITY: TARRYTOWN STATE: NY ZIP: 10591 FORMER COMPANY: FORMER CONFORMED NAME: CLINICAL TECHNOLOGIES ASSOCIATES INC DATE OF NAME CHANGE: 19920128 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TAUNUS CORP CENTRAL INDEX KEY: 0001092307 IRS NUMBER: 134060471 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 31 W 52ND STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2124698000 MAIL ADDRESS: STREET 1: 31 W 52ND STREET CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G/A 1 emisphere.txt 13G TERMINATION Taunus Corp 31 West 52nd Street New York, New York 10019 Jeffrey A. Ruiz Vice President Telephone: (212) 469-3667 January 27, 2003 Securities and Exchange Commission SEC Document Control 450 Fifth Street, N.W. Washington, DC 20549 Attn: Filing Desk Dear Sir or Madame: Re: Filing of Schedule 13G - Emisphere Technologies Incorporated Pursuant to Rule 13d-1 of the Securities Exchange Act of 1934, attached is one copy of Schedule 13G with respect to the common stock of the above referenced corporation. Please acknowledge your receipt of the Schedule 13G by return e-mail confirmation. Sincerely, Jeffrey A. Ruiz Enclosures UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Emisphere Technologies Inc. --------------------------------------- NAME OF ISSUER: Common Stock ($0.001 Par Value) --------------------------------------- TITLE OF CLASS OF SECURITIES 291345106 --------------------------------------- CUSIP NUMBER December 31, 2002 --------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ]Rule 13d-1(c) [ ]Rule 13d-1(d) 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Taunus Corporation 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF 5. SOLE VOTING POWER SHARES 10,400 BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 0 EACH 7. SOLE DISPOSITIVE POWER REPORTING 10,400 PERSON WITH 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.06% 12. TYPE OF REPORTING PERSON HC, CO, BK Item 1(a). Name of Issuer: Emisphere Technologies Inc. (" the Issuer ") Item 1(b). Address of Issuer's Principal Executive Offices: The address of the Issuer's principal executive offices is: Old Saw Mill River Road, Tarrytown, NY 10591 Item 2(a). Name of Person Filing: This statement is filed on behalf of Taunus Corporation, ("Reporting Person"). Item 2(b). Address of Principal Business Office or, if none, Residence: The principal place of business of the Reporting Person is: 31 West 52nd Street New York, New York 10019 Item 2(c). Citizenship: The citizenship of the Reporting Person is set forth on the cover page. Item 2(d). Title of Class of Securities: The title of the securities is common stock, $0.001 par value ("Common Stock"). Item 2(e). CUSIP Number: The CUSIP number of the Common Stock is set forth on the cover page. Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), 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)(6) 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 of 1940; (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan, or endowment fund in accordance with Rule 13d-1 (b)(1)(ii)(F); (g) [X] Parent holding company or control person in accordance with Rule 13d-1 (b)(1)(ii)(G); (h) [ ] A savings association as defined in section 3(b) of the Federal Deposit Insurance Act; (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; (j) [ ] Group, in accordance with Rule 13d-1 (b)(1)(ii)(J). Item 4. Ownership. (a) Amount beneficially owned: The Reporting Person owns the amount of the Common Stock as set forth on the cover page. (b) Percent of class: The Reporting Person owns the percentage of the Common Stock as set forth on the cover page. (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: The Reporting Person has the sole power to vote or direct the vote of the Common Stock as set forth on the cover page. (ii) shared power to vote or to direct the vote: The Reporting Person has the shared power to vote or direct the vote of the Common Stock as set forth on the cover page. (iii) sole power to dispose or to direct the disposition of: The Reporting Person has the sole power to dispose or direct the disposition of the Common Stock as set forth on the cover page. (iv) shared power to dispose or to direct the disposition of: The Reporting Person has the shared power to dispose or direct the disposition of the Common Stock as set forth on the cover page. Item 5. Ownership of Five Percent or 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. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. 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 and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 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. TAUNUS CORPORATION By: /s/ James T. Byrne, Jr. -------------------- Name: James T. Byrne, Jr. Title: Secretary Dated: 1/27/03 -----END PRIVACY-ENHANCED MESSAGE-----