-----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, NhbjDJmcP+demVTuOck1I107L09evTsmNShbekxugQjlTbVja2lgtdCvWhReV90r gUyRyM9xSvkg8HX7709fxg== 0001348883-06-000074.txt : 20060710 0001348883-06-000074.hdr.sgml : 20060710 20060710150320 ACCESSION NUMBER: 0001348883-06-000074 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060710 DATE AS OF CHANGE: 20060710 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Aphton CORP CENTRAL INDEX KEY: 0000840319 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 953640931 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44793 FILM NUMBER: 06953705 BUSINESS ADDRESS: STREET 1: 1628 JFK BOULEVARD STREET 2: SUITE 501 CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2152184340 MAIL ADDRESS: STREET 1: 1628 JFK BOULEVARD STREET 2: SUITE 501 CITY: PHILADELPHIA STATE: PA ZIP: 19103 FORMER COMPANY: FORMER CONFORMED NAME: APHTON CORP DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAM North America, LLC CENTRAL INDEX KEY: 0001348883 IRS NUMBER: 010846058 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 800-691-6959 MAIL ADDRESS: STREET 1: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 aphton.txt APHTON CORP Securities and Exchange Commission Washington, D. C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) APHTON CORP Common Stock CUSIP Number 03759P101 Date of Event Which Requires Filing of this Statement: June 30, 2006 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) - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - CUSIP No. 03759P101 1) Name of reporting person: CAM North America, LLC Tax Identification No.: 01-0846058 2) Check the appropriate box if a member of a group: a) x b) n/a 3) SEC use only 4) Place of organization: DE Number of shares beneficially owned by each reporting person with: 5) Sole voting power: - 0 - 6) Shared voting power: - 0 - 7) Sole dispositive power: - 0 - 8) Shared dispositive power:- 0 - 9) Aggregate amount beneficially owned by each reporting person: - 0 - 10) Check if the aggregate amount in row (9) excludes certain shares: n/a 11) Percent of class represented by amount in row (9): 0.00% 12) Type of reporting person: IA CUSIP No. 03759P101 1) Name of reporting person: Smith Barney Fund Management LLC Tax Identification No.: 13-2616913 2) Check the appropriate box if a member of a group: a) x b) n/a 3) SEC use only 4) Place of organization: DE Number of shares beneficially owned by each reporting person with: 5) Sole voting power: - 0 - 6) Shared voting power: 7,396,224 7) Sole dispositive power: - 0 - 8) Shared dispositive power: 7,396,224 9) Aggregate amount beneficially owned by each reporting person: 7,396,224 10) Check if the aggregate amount in row (9) excludes certain shares: n/a 11) Percent of class represented by amount in row (9): 10.16% 12) Type of reporting person: IA CUSIP No. 03759P101 1) Name of reporting person: Salomon Brothers Asset Management Inc Tax Identification No.: 13-3440564 2) Check the appropriate box if a member of a group: a) x b) n/a 3) SEC use only 4) Place of organization: DE Number of shares beneficially owned by each reporting person with: 5) Sole voting power: - 0 - 6) Shared voting power: - 0 - 7) Sole dispositive power: - 0 - 8) Shared dispositive power: - 0 - 9) Aggregate amount beneficially owned by each reporting person: - 0 - 10) Check if the aggregate amount in row (9) excludes certain shares: n/a 11) Percent of class represented by amount in row (9): 0.00% 12) Type of reporting person: IA - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Item 1a) Name of issuer: APHTON CORP Item 1b) Address of issuer's principal executive offices: PO BOX 1049 STE 51-507 WOODLAND, CA 95776 Item 2a) Name of person filing: CAM North America, LLC Smith Barney Fund Management LLC Salomon Brothers Asset Management Inc Item 2b) Address of principal business office: 399 Park Avenue New York, NY 10022 Item 2c) Citizenship: CAM North America, LLC A Delaware Limited Liability Corporation Smith Barney Fund Management LLC A Delaware Limited Liability Corporation Salomon Brothers Asset Management Inc. A Delaware Corporation Item 2d) Title of class of securities: Common Stock Item 2e) CUSIP number: 03759P101 Item 3) If this statement is filed pursuant to Rule 13d-1(b), or 13d 2(b), check whether the person filing is a: (a) [ ] Broker or dealer 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)(6) of the Act. (d) [ ] Investment Company registered under Section 8 of the Investment Company Act. (e) [ ] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. (f) [ ] Employee Benefit Plan, Pension Fund which is subject to ERISA of 1974 or Endowment Funds; see 240.13d-1(b)(ii)(F). (g) [ ] Parent holding company, in accordance with 240.13d-1(b)(ii)(G), (h) [X] Group, in accordance with 240.13d-1(b)(1)(ii)(J). Item 4) Ownership: (a) Amount beneficially owned: 7,396,224 (b) Percent of Class: 10.16% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: - 0 - (ii) shared power to vote or to direct the vote: 7,396,224* (iii) sole power to dispose or to direct the disposition of: - 0 - (iv) shared power to dispose or to direct the disposition of: 7,396,224* *The Reporting Persons beneficially own an aggregate of 7,396,224 shares of Common Stock. The Common Stock reported in this Amendment No. 2 to Schedule 13G includes 5,000,000 shares of Common Stock issuable upon the conversion of shares of Series A-1 Convertible Preferred Stock held by the Reporting Persons. Item 5) Ownership of Five Percent or less of a class: n/a Item 6) Ownership of more than Five Percent on behalf of another person: n/a Item 7) Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company: n/a Item 8) Identification and classification of members of the group: CAM North America, LLC Smith Barney Fund Management LLC Salomon Brothers Asset Management Inc Item 9) Notice of dissolution of group: n/a 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. -------------------------------- Date - July 10, 2006 CAM North America, LLC By: /s/ George Shively George Shively, Secretary Smith Barney Fund Management LLC By: /s/ Michael Kocur Michael Kocur, Assistant Secretary Salomon Brothers Asset Management Inc By: /s/ George Shively George Shively, Secretary Exhibit A Joint Filing Agreement - -------------------------------------- This Joint Filing Agreement confirms the agreement by and among the undersigned that the Schedule 13G is filed on behalf of (i) each member of the group identified in Item 8 and (ii) the other reporting person(s) identified in Item 6 that may be deemed to beneficially own more than five percent of the issuer's outstanding equity securities. CAM North America, LLC By: /s/ George Shively George Shively, Secretary Smith Barney Fund Management LLC By: /s/ Michael Kocur Michael Kocur, Assistant Secretary Salomon Brothers Asset Management Inc By: /s/ George Shively George Shively, Secretary -----END PRIVACY-ENHANCED MESSAGE-----