-----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, QHZDblBkVRPmhJXshO7YAbeisakX3+ozakFA2F19da+Qg/hykbDnu5WHAX/eVORd WTl9yyZeOxmwV+c330VmOA== 0000874963-96-000045.txt : 19960506 0000874963-96-000045.hdr.sgml : 19960506 ACCESSION NUMBER: 0000874963-96-000045 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960503 SROS: NASD GROUP MEMBERS: D.H. BLAIR HOLDINGS, INC. GROUP MEMBERS: D.H. BLAIR INVESTMENT BANKING CORP. GROUP MEMBERS: DAVIS J MORTON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERNEURON PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000854222 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 043047911 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41015 FILM NUMBER: 96556095 BUSINESS ADDRESS: STREET 1: ONE LEDGEMONT CENTER STREET 2: 99 HAYDEN AVE CITY: LEXINGTON STATE: MA ZIP: 02173 BUSINESS PHONE: 6178618444 MAIL ADDRESS: STREET 1: ONE LEDGEMONT CENTER STREET 2: 99 HAYDEN AVE CITY: LEXINGTON STATE: MA ZIP: 02173 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DAVIS J MORTON CENTRAL INDEX KEY: 0000900184 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 44 WAY STREET STREET 2: 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 MAIL ADDRESS: STREET 1: 44 WALL STREET STREET 2: 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 SC 13D/A 1 AMENDED SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 19) -------------------- Interneuron Pharmaceuticals, Inc. ----------------------------------------------------- (Name of Issuer) Common Stock, $.001 par value -------------------------------------------------------- (Title of Class of Securities) 460573108 ---------------------------------------------------------- (CUSIP Number) Nadine Shaoul, D.H. Blair Investment Banking Corp. 44 Wall Street, New York, NY 10005 (212) 495-4163 ------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 1, 1996 ----------------------------------------------------------- (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 Rule 13d-1(b) (3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [ ].(A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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 the disclosures provided in a prior cover page. The information required in 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 ("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 9 pages Exhibit Index - Page 6 CUSIP No. 460573108 13D Page 2 of 9 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON J. Morton Davis - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 Source of Funds See Item #3 herein. - ------------------------------------------------------------------------------- 5 Check Box 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 7 SOLE VOTING POWER SHARES 10,060,393 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 0 REPORTING -------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 10,060,393 -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,039,758 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* X - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT CUSIP No. 460573108 13D Page 3 of 9 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON D.H. Blair Holdings, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 Source of Funds See Item #3 herein. - ------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is required pursuant to Items 2(d) or 2(e) - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 0 REPORTING -------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 0 -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* X - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT CUSIP No. 460573108 13D Page 4 of 9 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON D.H. Blair Investment Banking Corp. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 Source of Funds See Item #3 herein. - ------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is required pursuant to Items 2(d) or 2(e) - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 8,772,993 REPORTING -------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 0 -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 8,772,993 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,772,993 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* X - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* BD - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT Page 5 of 9 Pages J. Morton Davis, D.H. Blair Holdings, Inc. ("Blair Holdings"), and D.H. Blair Investment Banking Corp. ("Blair Investment"), (collectively, the "Reporting Parties") hereby amend the following items in their statement on Schedule 13D relating to the common stock, $.001 par value ("shares") of Interneuron Pharmaceuticals, Inc. (the "Issuer") as follows: Item 2. (c) is hereby amended in its entirety as follows: Mr. Davis is an investment banker and sole shareholder of Blair Investment (1), a broker-dealer registered under the Securities Exchange Act of 1934. Prior to May 1, 1996, Blair Holdings (2) was solely owned by Mr. Davis, and Blair Investment was a wholly-owned subsidiary of Blair Holdings. As of May 1, 1996, Blair Holdings merged into Blair Investment, with Blair Investment being the surviving corporation. Item 3. is hereby amended by adding the following new paragraph thereto: Since the previously filed Schedule 13D, Amendment No. 18, dated July 29, 1994, Blair Investment used its general funds to (i) effect the exercise of a Unit Purchase Option to purchase 96,100 Units (4) at a total exercise price of $807,240.00, (ii) effect the exercise of 288,300 Class A Warrants for a total exercise price of $634,260.00, (iii) effect the exercise of 288,300 Class B Warrants at a total exercise price of $1,369,425; and (iv) purchase 153,020 shares at a total purchase price of $789,928.00. Since the previously filed Schedule 13D, Amendment No. 18, Rivkalex Corporation (3) used its general funds to exercise 23,000 Class B Warrants at a total exercise price of $109,250.00. Since the previously filed Schedule 13D, Amendment No. 18, Rosalind Davidowitz used her personal funds to purchase an additional 9,700 shares at an approximate total purchase price of $91,001.00. Item 4. is hereby partially amended by deleting the first sentence and and substituting the following sentence therein: This Amendment is filed solely to report that Blair Holdings has ceased to be a beneficial owner of more than five percent of the Issuer's securities as a result of its merger into its subsidiary, Blair Investment. __________________________________________________________________________ (1) See attached Exhibit B indicating the executive officers and directors of Blair Investment and providing information called for by Items 2-6 of this Schedule 13D. (2) See attached Exhibit C indicating the executive officers and directors of Blair Holdings and providing information called for by Items 2-6 of this Schedule 13D. (3) Rivkalex Corporation ("Rivkalex") is a private corporation owned by Mr. Davis' wife, Rosalind Davidowitz. Filing of this statement shall not be deemed an admission by J. Morton Davis that he beneficially owns the securities attributed to Rivkalex or Rosalind Davidowitz for any purpose. J. Morton Davis expressly disclaims beneficial ownership of all securities held by Rivkalex or Rosalind Davidowitz for any purpose. (4) Each Unit consisted of three shares and three Class A Warrants. The Class A Warrants were immediately exercisable and separately transferable from the Common Stock, and each Class A Warrant entitled the holder thereof to purchase one share and one Class B Warrant at an exercise price of $2.20 at any time through March 15, 1996. Each Class B Warrant entitled the holder to purchase one share at an exercise price of $4.75 through March 15, 1995. Page 6 of 9 pages Item 5. (a) is hereby amended in its entirety as follows: As of May 1, 1996, Mr. Davis may be deemed to beneficially own (5) 11,039,758 shares or 29.5% of the Issuer's shares issued and outstanding as follows: (i) 1,043,500 shares owned directly Mr. Davis, (ii) 8,772,993 shares owned by Blair Investment, (iii) 243,900 shares owned by Engex, Inc. (6), (iv) 321,500 shares owned by Rosalind Davidowitz, and (v) 657,865 shares owned by Rivkalex Corporation. As of May 1, 1996, Blair Holdings does not beneficially own any of the Issuer's shares issued and outstanding, and Blair Investment may be deemed to beneficially own 8,772,993 shares or 23.4% of the Issuer's shares issued and outstanding as indicated in (ii) above. Item 5. (b) is hereby amended in its entirety as follows: Mr. Davis has sole power to vote or to direct the vote, to dispose or to direct the disposition of those shares owned directly by him and those owned by Blair Investment. Rosalind Davidowitz has sole power to dispose or to direct the disposition of those shares owned directly by her and those owned by Rivkalex Corporation. Voting and dispositive decisions regarding shares owned by Engex are made by Mr. Davis as Chairman of the Board. Item 5. (c) is hereby amended by adding the following paragraphs and tables thereto: In the sixty days prior to May 1, 1996, the following transactions occurred: (i) on March 15, 1996, Blair Investment effected the exercise of 288,300 Class B Warrants at $4.75 per share at a total exercise price of $1,369,425.00, and (ii) on March 15, 1996, Rivkalex Corporation effected the exercise of 23,000 Class B Warrants at $4.75 per share at a total exercise price of $109,250.00. As of May 1, 1996, Blair Holdings was merged into its subsidiary, Blair Investment and is no longer in existence. On January 10, 1996, Blair Investment transferred 1,043,500 of the Issuer's shares to Mr. Davis. Item 5. (e) is hereby amended by adding the following paragraph thereto: On May 1, 1996, Blair Holdings ceased to be a beneficial owner of more than five percent of the Issuer's securities. Exhibit B - Exhibit B is hereby amended in its entirety and attached hereto. Exhibit C - Exhibit C is hereby amended in its entirety and attached hereto. ____________________________________________________________________________ (5) Not included herein are 3,600 shares owned by Kinder Investments, L.P. ("Kinder"). Kenton E. Wood, the general partner of Kinder, is the Chairman and Chief Executive Officer of D.H. Blair & Co., Inc. ("Blair") and a stock- holder and Director of Blair. Certain limited partners of Kinder are stockholders of Blair. The limited partners of Kinder are the children and grandchildren of Mr. Davis. Blair Investment, Blair Holdings, and Mr. Davis disclaim for purposes of Section 13 or otherwise beneficial ownership of any Interneuron Pharmaceuticals, Inc. shares owned by Kinder, Blair, or Mr. Wood. Kinder disclaims for purposes of Section 13 or otherwise ownership of any Interneuron Pharmaceuticals, Inc. shares owned by Blair, Blair Investment, Blair Holdings, or Mr. Davis. (6) Engex, Inc. ("Engex") is an investment company registered under Section 8 of the Investment Company Act. Mr. Davis is reporting as a beneficial owner of the securities owned by Engex because of his role as investment advisor to Engex. Filing of this statement shall not be deemed an admission by J. Morton Davis that he beneficially owns the securities attributed to Engex for any purpose. J. Morton Davis expressly disclaims beneficial ownership of all securities held by Engex for any purpose. Page 7 of 9 pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. /s/ J. Morton Davis Date: May 1, 1996 _____________________________ New York, New York J. Morton Davis D.H. BLAIR HOLDINGS, INC. /s/ David Nachamie Date: May 1, 1996 by_____________________________ New York, New York David Nachamie Treasurer D.H. BLAIR INVESTMENT BANKING CORP. /s/ David Nachamie Date: May 1, 1996 by_____________________________ New York, New York David Nachamie Treasurer EX-99 2 EXHIBIT Page 8 of 9 pages EXHIBIT B The name and principal occupation or employment, which in each instance is with D.H. Blair Investment Banking Corp. ("Blair Investment") located at 44 Wall Street, New York, New York, 10005, of each executive officer and director of Blair Investment is as follows: PRINCIPAL OCCUPATION NAME OR EMPLOYMENT Davis, Joseph Morton President, Chief Executive Officer, Director, Chairman of the Board Nachamie, David Treasurer Bell, Martin A. Vice Chairman, General Counsel Wasserman, Brian A. Senior Vice President, Chief Financial Officer Item 2. During the last five years, none of the above persons (to the best of Blair Investments' knowledge) was convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result or such proceeding was or is subject to 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. Item 3. - 6. herein are amended by adding the following paragraphs thereto: See Mr. Davis' responses herein. On March 11, 1996, Mr. Bell sold 800 Class B Warrants in the open market at a sale price of $25.48 for a total sale price of $20,384.50. As of March 11, 1996, he no longer owned any of the Issuer's securities. As of May 1, 1996, Mr. Nachamie may be deemed to be the beneficial owner of 11,500 shares as follows; (i) 5,500 shares owned directly by him, (ii) 1,500 shares owned jointly with his wife, Evelyn Nachamie, and (iii) 4,500 shares owned directly by Mrs. Nachamie. Mr. Nachamie disclaims beneficial ownership of the securities owned by his wife for any purpose. He owns these securities for investment purposes only, and has sole voting and dispositive control over any securities owned by him. On March 15, 1996, Mr. Nachamie used his personal funds to exercise 1,500 Class B Warrants at $4.75 per share, and Mrs. Nachamie used her personal funds to exercise 1,500 Class B Warrants at $4.75 per share, for a total exercise price of $7,125.00, respectively. On April 30, 1996, Mr. Nachamie sold 1,000 shares at $41.484375 per share on the open market. Mr. Wasserman does not beneficially own any of the Issuer's shares. EX-99 3 EXHIBIT Page 9 of 9 pages EXHIBIT C The name and principal occupation or employment, which in each instance is with D.H. Blair Holdings, Inc. ("Blair Holdings") located at 44 Wall Street, New York, New York, 10005, of each executive officer and director of Blair Investment is as follows: PRINCIPAL OCCUPATION NAME OR EMPLOYMENT Davis, Joseph Morton President, Chief Executive Officer, Director, Chairman of the Board Nachamie, David Treasurer Bell, Martin A. Vice Chairman, General Counsel Wasserman, Brian A. Senior Vice President, Chief Financial Officer Item 2. During the last five years, none of the above persons (to the best of Blair Investments' knowledge) was convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result or such proceeding was or is subject to 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. Item 3. - 6. herein are amended by adding the following paragraphs thereto: See Mr. Davis' responses herein. On March 11, 1996, Mr. Bell sold 800 Class B Warrants in the open market at a sale price of $25.48 for a total sale price of $20,384.50. As of March 11, 1996, he no longer owned any of the Issuer's securities. As of May 1, 1996, Mr. Nachamie may be deemed to be the beneficial owner of 11,500 shares as follows; (i) 5,500 shares owned directly by him, (ii) 1,500 shares owned jointly with his wife, Evelyn Nachamie, and (iii) 4,500 shares owned directly by Mrs. Nachamie. Mr. Nachamie disclaims beneficial ownership of the securities owned by his wife for any purpose. He owns these securities for investment purposes only, and has sole voting and dispositive control over any securities owned by him. On March 15, 1996, Mrs. Nachamie used his personal funds to exercise 1,500 Class B Warrants at $4.75 per share, and Mrs. Nachamie used her personal funds to exercise 1,500 Class B Warrants at $4.75 per share, for a total exercise price of $7,125.00, respectively. On April 30, 1996, Mr. Nachamie sold 1,000 shares at $41.484375 per share on the open market. Mr. Wasserman does not beneficially own any of the Issuer's shares. -----END PRIVACY-ENHANCED MESSAGE-----