-----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, NAV4+c/uKVDIsZq1M0HlIeGSn4KcvLlV6qEgfvDiz/irYacvkxBgqP3MOzIu5W4A w73ZfmwYnXlrKoSbjJi5Zw== 0001021224-01-500003.txt : 20010123 0001021224-01-500003.hdr.sgml : 20010123 ACCESSION NUMBER: 0001021224-01-500003 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010109 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CEPHALON INC CENTRAL INDEX KEY: 0000873364 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 232484489 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-41753 FILM NUMBER: 1504540 BUSINESS ADDRESS: STREET 1: 145 BRANDYWINE PKWY CITY: WEST CHESTER STATE: PA ZIP: 19380 BUSINESS PHONE: 6103440200 MAIL ADDRESS: STREET 1: 145 BRANDYWINE PARKWAY CITY: WEST CHESTER STATE: PA ZIP: 19380 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DKR MANAGEMENT CO INC /CT CENTRAL INDEX KEY: 0001021224 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 223302338 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1281 E MAIN ST CITY: STAMDORD STATE: CT ZIP: 06902 BUSINESS PHONE: 2033248400 MAIL ADDRESS: STREET 1: 1281 E MAIN ST CITY: STAMFORD STATE: CT ZIP: 06902 FORMER COMPANY: FORMER CONFORMED NAME: AIG INTERNATIONAL MANAGEMENT CO INC/CT DATE OF NAME CHANGE: 19981223 SC 13G 1 cphlmci.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c)AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) Under the Securities Exchange Act of 1934 (Amendment No. __ )* CEPHALON INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 156708109 (CUSIP Number) DKR Management Company Inc. 1281 EAST MAIN STREET STAMFORD, CONNECTICUT 06902 (203) 324-8400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 4, 2000 (Date of Event Which Requires Filing of this Statement) Check the following 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 the disclosure provided in a prior cover page. The information required in the remainder of this cover page shall 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). CUSIP No. 156708109 1. NAME OF REPORTING PERSONS DKR Management Company Inc. (formerly AIG International Management Company Inc.) SS OR IRS IDENTIFICATION NO. OF ABOVE PERSONS 22-3095881 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* See Attached (a) (b) 3. SEC USE ONLY 4. CITIZEN OR PLACE OF ORGANIZATION Corporation organized in Delaware. Number of Shares Beneficially Owned By Each Reporting Person With: 5. SOLE VOTING POWER 1,314,840 shares of Cephalon Preferred Security convertible into 3,668,403.6 common stock 6. SHARED VOTING POWER N/A 7. SOLE DISPOSITION POWER 1,314,840 shares of Cephalon Preferred Security convertible into 3,668,403.6 common stock 8. SHARED DISPOSITION POWER N/A 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,314,840 shares of Cephalon Preferred Security convertible into 3,668,403.6 common stock 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* N/A 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.13% 12. TYPE OF REPORTING PERSON* DKR Management Company, Inc., a registered Investment Adviser (IA). Item 1: Security and Issuer 1(a) Name of Issuer Cephalon Inc. 1(b) Address of Issuer's Principal Executive Offices 145 Brandywine Parkway West Chester, PA 19380 United States Item 2: Identity and Background 2(a) Name of person Filing DKR Management Company, Inc. 2(b) Address of Principal Business Office or, if none, Residence 1281 East Main Street, Stamford, CT 06902 2(c) Citizenship/ Corporation organized A corporation organized in Delaware 2(d) Title of Class of Security Cephalon Inc. 2(e) Cusip Number 156708109 Item 3: If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), the person filing is a: DKR Management Company, Inc. is filing Form 13G as a Qualified Institutional Investor pursuant to Rule 13d-1(b). Item 4: Ownership Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1: 4(a) Amount Beneficially Owned 1,314,840 shares of preferred security convertible into 3,668,403.60 shares of common stock 4(b) Percent of Class 8.13% (see Item 11 footnote for clarification on the number) 4(c) Number of shares as to which the person has (i) Sole Power to vote or to direct the vote 1,314,840 shares of preferred security convertible into 3,668,403.60 shares of common stock (ii) Shared power to vote or to direct the vote (iii) Sole power to dispose or to direct the disposition of 1,314,840 shares of preferred security convertible into 3,668,403.60shares of common stock (iv) Shared power to dispose or to direct the disposition of See above 4(c)(ii) Instruction: For computation regarding securities which represent a right to Acquire an underlying security see Rule 13d-3(d)(1). 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 Instruction: Dissolution of a group requires a response to this item. Item 6: Ownership of More than Five percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest related to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. The shares of Cephalon are held indirectly by DKR Management Company, Inc. ("DKRMCI"), a registered Investment Advisor, which serves as the Investment Manager to certain funds including AIG SoundShore Holdings Ltd. (collectively, the "Funds"). Basso Securities Ltd. ("Basso") has entered into an Advisory Service Agreement with DKRMCI, to act as a portfolio manager to the Funds. As such, DKRMCI, the filer and the registered Investment Manager, Basso Securities Ltd., and AIG SoundShore Holdings Ltd., each has more than five percent interest in the security and has the right to receive or the power to direct the receipt from or the proceeds from the sale of such security. Item 7: Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. If a parent holding company has filed this schedule, pursuant to Rule 13d- 1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c), attach an exhibit stating the identity of each member of the group. Not Applicable Item 8: Identification and Classification of Members of the Group. If a group his filed this schedule pursuant to Rule 13d-1(b)(ii)(H), so indicate under item 3(h) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d-1(c), attach an exhibit stating the identity of each member of the group. Item 9: Notice of Dissolution of Group Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of he group, in their individual capacity. See item 5. Not Applicable Item 10: Certification The following certification shall be included if the statement is filed pursuant to Rule 13D-1(b): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such 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: January 8, 2001 /s/ Barbara Burger Vice President & Counsel Name/Title The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. The shares of the Cephalon Inc. ("Cephalon") are held indirectly by DKR Management Company, Inc. ("DKRMCI"), a registered Investment Advisor, which serves as the Investment Manager to certain funds, including AIG SoundShore Holdings Ltd. (collectively, the "Funds"). Basso Securities Ltd. ("Basso") has entered into an Advisory Service Agreement with AIGMCI, to act as a portfolio manager to the Funds. DKRMCI disclaims any beneficial ownership of the securities to which this Form relates for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, except as to Cephalon representing the undersigneds' interest in the profits of the Funds. The percentage was calculated by dividing 3,668,403.60 shares which the preferred securities held by Basso Securities Ltd. would be exercisable into by 45,075,403.60 (which represents the sum of 41,407,000 shares (outstanding based on the latest information provided by Bloomberg) and 3,668,403.6 shares (representing the number of shares that would be held by Basso Securities upon the exercise ofthe preferred security)). -----END PRIVACY-ENHANCED MESSAGE-----