-----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, TuekofO95OYXUrrDW7q6RM3Ovp24mco3lP4yYbhMRJ1hPzbdz7IQ+iT3+Kzrqhcj pkYfmyrQqSb1bxsoVPCDYQ== 0000357235-06-000172.txt : 20060214 0000357235-06-000172.hdr.sgml : 20060214 20060214073858 ACCESSION NUMBER: 0000357235-06-000172 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEGG MASON CAPITAL MANAGEMENT INC CENTRAL INDEX KEY: 0000820330 IRS NUMBER: 521268629 STATE OF INCORPORATION: MD FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 100 LIGHT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 MAIL ADDRESS: STREET 1: 100 LIGHT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CELL GENESYS INC CENTRAL INDEX KEY: 0000865231 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943061375 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43085 FILM NUMBER: 06606781 BUSINESS ADDRESS: STREET 1: 500 FORBES BOULEVARD CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 6502663000 MAIL ADDRESS: STREET 1: 500 FORBES BOULEVARD CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 SC 13G/A 1 cellgenesys.txt CELL GENESYS Securities and Exchange Commission Washington, D. C. 20549 Schedule 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2) Cell Genesys, Inc. Common Stock CUSIP Number 150921104 Date of Event Which Requires Filing of this Statement: December 31, 2005 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. 150921104 1) Name of reporting person: Legg Mason Capital Management, Inc. Tax Identification No.: 52-1268629 2) Check the appropriate box if a member of a group: a) n/a b) n/a 3) SEC use only 4) Place of organization: Maryland Number of shares beneficially owned by each reporting person with: 5) Sole voting power: - 0 - 6) Shared voting power: 3,792,000 7) Sole dispositive power: - 0 - 8) Shared dispositive power: 3,792,000 9) Aggregate amount beneficially owned by each reporting person: 3,792,000 10)Check if the aggregate amount in row (9) excludes certain shares: n/a 11) Percent of class represented by amount in row (9): 8.33% 12) Type of reporting person: IA, CO CUSIP No. 150921104 1) Name of reporting person: Legg Mason Special Investment Trust, Inc. Tax Identification No.: 52-1433357 2) Check the appropriate box if a member of a group: a) n/a b) n/a 3) SEC use only 4) Place of organization: Maryland Number of shares beneficially owned by each reporting person with: 5) Sole voting power: - 0 - 6) Shared voting power: 3,500,000 7) Sole dispositive power - 0 - 8) Shared dispositive power: 3,500,000 9) Aggregate amount beneficially owned by each reporting person: 3,500,000 10) Check if the aggregate amount in row (9) excludes certain shares: n/a 11) Percent of class represented by amount in row (9): 7.68% 12) Type of reporting person: IV, CO - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Item 1a) Name of issuer: Cell Genesys, Inc. Item 1b) Address of issuer's principal executive offices: 500 Forbes Boulevard South San Francisco, CA 94080 Item 2a) Name of person filing: Legg Mason Capital Management, Inc. Item 2b) Address of principal business office: 100 Light Street Baltimore, MD 21202 Item 2c) Citizenship: Legg Mason Capital Management, Inc. Maryland corporation Item 2d) Title of class of securities: Common Stock Item 2e) CUSIP number: 150921104 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)[x] 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)[ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J). Item 4) Ownership: (a) Amount beneficially owned: 3,792,000 (b) Percent of Class: 8.33% (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: 3,792,000 (iii)sole power to dispose or to direct the disposition of: - 0 - (iv) shared power to dispose or to direct the disposition of: 3,792,000 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: The interest of one account, Legg Mason Special Investment Trust, Inc. an investment company registered under the Investment Company Act of 1940 and managed by Legg Mason Capital Management, Inc., amounted to 3,500,000 shares or 7.68% of the total shares outstanding. 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: 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 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 - February 14, 2006 Legg Mason Capital Management, Inc. By___________________________________________ Andrew J. Bowden, Senior Vice President 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 each of the reporting person(s) identified below. Legg Mason Capital Management, Inc. By__________________________________________________ Andrew J. Bowden, Senior Vice President Legg Mason Special Investment Trust, Inc. By___________________________________________________ Gregory T. Merz, Vice President -----END PRIVACY-ENHANCED MESSAGE-----