SCHEDULE 13G

-----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, OrpssYC0Spd0Shs1p7b6KQjgTo5yUzjNRa27boMS90jNwV3SNbklNXUkF6MhUPyL tIokUPs+/nFjGgV3pHyreA== 0000891836-09-000025.txt : 20090130 0000891836-09-000025.hdr.sgml : 20090130 20090130162857 ACCESSION NUMBER: 0000891836-09-000025 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090130 DATE AS OF CHANGE: 20090130 GROUP MEMBERS: ANDREW H. TISCH GROUP MEMBERS: DANIEL R. TISCH GROUP MEMBERS: JAMES S. TISCH GROUP MEMBERS: JOAN H. TISCH SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEUROGEN CORP CENTRAL INDEX KEY: 0000849043 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 222845714 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41776 FILM NUMBER: 09558665 BUSINESS ADDRESS: STREET 1: 35 NORTHEAST INDUSTRIAL RD CITY: BRANFORD STATE: CT ZIP: 06405 BUSINESS PHONE: 2034888201 MAIL ADDRESS: STREET 1: 35 NORTHEAST INDUSTRIAL RD CITY: BRANFORD STATE: CT ZIP: 06405 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TISCH THOMAS J CENTRAL INDEX KEY: 0001081916 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O B.L. BLOOM STREET 2: 667 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10021 BUSINESS PHONE: 2127521850 MAIL ADDRESS: STREET 1: 667 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10021 SC 13G/A 1 sc0015.htm AMENDMENT NO. 1 SCHEDULE 13G
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G/A
Under the Securities Exchange Act of 1934

(Amendment No. 2)

NEUROGEN CORPORATION

(Name of Issuer)

Common Stock, par value $0.025 per share

(Title of Class of Securities)

64124E-10-6

(CUSIP Number)

December 31, 2008

(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)

*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 (the “Act”) 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).

Page 1 of 11 Pages

CUSIP No. 64124E-10-6

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Andrew H. Tisch

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) [ ]
(b) [X]

3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 947,108
	6	SHARED VOTING POWER -0-
	7	SOLE DISPOSITIVE POWER 947,108
	8	SHARED DISPOSITIVE POWER -0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 947,108

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

[ ]

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.4%

12	TYPE OF REPORTING PERSON (See Instructions) IN

Page 2 of 11 Pages

CUSIP No. 64124E-10-6

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Daniel R. Tisch

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) [ ]
(b) [X]

3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 947,108
	6	SHARED VOTING POWER -0-
	7	SOLE DISPOSITIVE POWER 947,108
	8	SHARED DISPOSITIVE POWER -0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 947,108

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

[ ]

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.4%

12	TYPE OF REPORTING PERSON (See Instructions) IN

Page 3 of 11 Pages

CUSIP No. 64124E-10-6

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) James S. Tisch

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) [ ]
(b) [X]

3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 947,108
	6	SHARED VOTING POWER -0-
	7	SOLE DISPOSITIVE POWER 947,108
	8	SHARED DISPOSITIVE POWER -0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 947,108

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

[ ]

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.4%

12	TYPE OF REPORTING PERSON (See Instructions) IN

Page 4 of 11 Pages

CUSIP No. 64124E-10-6

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Thomas J. Tisch

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) [ ]
(b) [X]

3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 3,747,112
	6	SHARED VOTING POWER -0-
	7	SOLE DISPOSITIVE POWER 3,747,112
	8	SHARED DISPOSITIVE POWER -0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,747,112

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

[ ]

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.5%

12	TYPE OF REPORTING PERSON (See Instructions) IN

Page 5 of 11 Pages

CUSIP No. 64124E-10-6

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Joan H. Tisch

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) [ ]
(b) [X]

3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 24,100
	6	SHARED VOTING POWER -0-
	7	SOLE DISPOSITIVE POWER 24,100
	8	SHARED DISPOSITIVE POWER -0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,100

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

[ ]

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%

12	TYPE OF REPORTING PERSON (See Instructions) IN

Page 6 of 11 Pages

Item 1(a)

Name of Issuer:

Neurogen Corporation

Item 1(b)

Address of Issuer’s Principal Executive Offices:

35 Northeast Industrial Road,
Branford, Connecticut 06405.

Item 2(a)

Name of Person Filing:

This Schedule 13G is being filed jointly by Andrew H. Tisch, Daniel R. Tisch, James S. Tisch, Thomas J. Tisch and Joan H. Tisch (the “Reporting Persons”).

Item 2(b)

Address of Principal Business Office or, if none, Residence:

	Name		Business Address
	Andrew H. Tisch		667 Madison Avenue New York, New York 10065
	Daniel R. Tisch		c/o TowerView LLC 500 Park Avenue New York, New York 10021
	James S. Tisch		667 Madison Avenue New York, New York 10065
	Thomas J. Tisch		667 Madison Avenue New York, New York 10065
	Joan H. Tisch		c/o Barry L. Bloom 655 Madison Avenue, 19^th Floor New York, New York 10065

Item 2(c)

Citizenship:

Each of the Reporting Persons is a United States citizen.

Item 2(d)

Title of Class of Securities:

Common Stock, par value $0.025 per share

Item 2(e)

CUSIP Number:

64124E-10-6

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or (c), check
whether the person filing is a: N/A

(a)

[ ]

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

[ ]

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

Page 7 of 11 Pages

(c)

[ ]

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

[ ]

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

[ ]

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

[ ]

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

[ ]

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

[ ]

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(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 (15 U.S.C. 80a-3);

(j)

[ ]

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership.

Because of family relationships among the Reporting Persons, they are filing as if they constitute a group solely for informational purposes. By signing this statement, each Reporting Person agrees that this Statement is filed on his or her behalf. The filing of this statement is not an admission by any Reporting Person that such Reporting Person and any other Reporting Person or Reporting Persons constitute a “group” for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, or Rule 13d-5 thereunder. Each Reporting Person disclaims beneficial ownership of any shares of Common Stock owned by any other Reporting Person, except to the extent that beneficial ownership is expressly reported herein.

Set forth in the table below is the aggregate number of shares of Common Stock held as of December 31, 2008 by each of the following, together with the percentage of outstanding shares of Common Stock that such number represents based upon 68,043,279 shares outstanding as of November 5, 2008, as reported in the Company’s Form 10-Q for the quarter ended September 30, 2008.

Name	Number of Shares	Percent of Class Outstanding
Andrew H. Tisch	694,803	1.0%
Andrew H. Tisch 1995 Issue Trust 1	126,153	0.2%
Andrew H. Tisch 1995 Issue Trust 2	126,152	0.2%
Daniel R. Tisch	694,803	1.0%
Daniel R. Tisch 1999 Issue Trust	252,305	0.4%
Four-Fourteen Partners, LLC	2,800,004	4.1%
James S. Tisch	694,803	1.0%
James S. Tisch 1995 Issue Trust	252,305	0.4%

Page 8 of 11 Pages

Joan H. Tisch	24,100	0.0%
Thomas J. Tisch	694,803	1.0%
Thomas J. Tisch 1994 Issue Trust	252,305	0.4%

Total	6,612,536	9.7%

The beneficial owners of the shares listed above that are held by Trusts and by Four-Fourteen Partners, LLC are as follows:

(1)

By virtue of their status as trustees of the respective Trusts referred to above in which their respective names appear, each of Andrew H. Tisch, Daniel R. Tisch, James S. Tisch and Thomas J. Tisch may be deemed to be the beneficial owner of securities held by those Trusts and to have sole power to vote or direct the vote of and to dispose or direct the disposition of such securities.

(2)

By virtue of his status as manager of Four-Fourteen Partners, LLC, Thomas J. Tisch may be deemed to be the beneficial owner of securities owned by Four-Fourteen Partners, LLC and to have power to vote or direct the vote of and to dispose or direct the disposition of such securities.

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 [ ]. 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 or
Control Person.

N/A

Item 8.

Identification and Classification of Members of the Group.

N/A

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 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.

Page 9 of 11 Pages

SIGNATURE

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

Dated January 30, 2009

	/s/ Andrew H. Tisch

	Andrew H. Tisch

	/s/ Daniel R. Tisch

	Daniel R. Tisch

	/s/ James S. Tisch

	James S. Tisch

	/s/ Thomas J. Tisch

	Thomas J. Tisch

	/s/ Joan H. Tisch

	Joan H. Tisch

Page 10 of 11 Pages

AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Statement on Schedule 13G relating to the Common Stock of Neurogen Corporation is being filed with the Securities and Exchange Commission on behalf of each of them.

Dated January 30, 2009

	/s/ Andrew H. Tisch

	Andrew H. Tisch

	/s/ Daniel R. Tisch

	Daniel R. Tisch

	/s/ James S. Tisch

	James S. Tisch

	/s/ Thomas J. Tisch

	Thomas J. Tisch

	/s/ Joan H. Tisch

	Joan H. Tisch

Page 11 of 11 Pages

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