-----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, CpbNGo4psgrF0Ckyl2mwK835Hv1BU6ofzA7NV5MTfz1QULMlMheFSJ0FgojG1zbm Oh7hRxFDQ4ZotgdsCMEwiA== 0001013594-98-000047.txt : 19980708 0001013594-98-000047.hdr.sgml : 19980708 ACCESSION NUMBER: 0001013594-98-000047 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980707 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VION PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000944522 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 133671221 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-46031 FILM NUMBER: 98661087 BUSINESS ADDRESS: STREET 1: 4 SCIENCE PARK CITY: NEW HAVEN STATE: CT ZIP: 06511 BUSINESS PHONE: 2034984210 MAIL ADDRESS: STREET 1: FOUR SCIENCE PARK CITY: NEW HAVEN STATE: CT ZIP: 06511 FORMER COMPANY: FORMER CONFORMED NAME: ONCORX INC DATE OF NAME CHANGE: 19950615 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ELLIOTT ASSOCIATES LP CENTRAL INDEX KEY: 0000904495 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 222140975 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125062999 MAIL ADDRESS: STREET 1: ELLIOTT ASSOCIATES LP STREET 2: 712 5TH AVE CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) Information to be included in statements filed pursuant to 13d-1(b), (c) and (d) and amendments thereto filed pursuant to 13d-2(b) (Amendment No. )* Vion Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 927624106 (CUSIP Number) Martin D. Sklar, Esq., Kleinberg, Kaplan, Wolff & Cohen, P.C., 551 Fifth Avenue, 18th Floor, New York, New York 10176, Tel: (212) 986-6000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 30, 1998 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: Rule 13d-1(b) Rule 13d-1(c) Rule 13d-1(d) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-7(b) 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 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 ("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). (Continued on the Following Pages) (Page 1 of 10 Pages) 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Elliott Associates, L.P., a Delaware Limited Partnership 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 994,129 6 SHARED VOTING POWER 0 7 SOLE DISPOSITIVE POWER 994,129 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 994,129 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.26% 12 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-10 (INCLUDING THE CERTIFICATION IN ITEM 10(a) or 10(b) AS APPLICABLE), AND THE SIGNATURE ATTESTATION. 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Westgate International, L.P., a Cayman Islands Limited Partnership 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, British West Indies NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER 996,545 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 996,545 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 996,545 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.28% 12 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-10 (INCLUDING THE CERTIFICATION IN ITEM 10(a) or 10(b) AS APPLICABLE), AND THE SIGNATURE ATTESTATION. 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Martley International, Inc., a Delaware corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER 996,545 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 996,545 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 996,545 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.28% 12 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-10 (INCLUDING THE CERTIFICATION IN ITEM 10(a) or 10(b) AS APPLICABLE), AND THE SIGNATURE ATTESTATION. ITEM 1(a).Name of Issuer: Vion Pharmaceuticals, Inc. (the "Issuer") Item 1(b).Address of Issuer's Principal Executive Offices: 4 Science Park New Haven, Connecticut 06511 Item 2(a).Name of Person Filing: The names of the persons filing this statement on Schedule 13G are: Elliott Associates, L.P., a Delaware limited partnership, and its wholly-owned subsidiaries ("Elliott"), Westgate International, L.P., a Cayman Islands limited partnership ("Westgate"), and Martley International, Inc., a Delaware corporation ("Martley"). Paul E. Singer ("Singer") and Braxton Associates, L.P., a Delaware limited partnership ("Braxton LP"), which is controlled by Singer, are the general partners of Elliott. Hambledon, Inc., a Cayman Islands corporation ("Hambledon"), is the sole general partner of Westgate. Martley is the investment manager for Westgate. Martley expressly disclaims equitable ownership of and pecuniary interest in any Common Stock. Item 2(b).Address of Principal Business Office or, if None, Residence: ELLIOTT The business address of Elliott is 712 Fifth Avenue, 36th Floor, New York, New York 10019. SINGER The business address of Singer is 712 Fifth Avenue, 36th Floor, New York, New York 10019. BRAXTON LP The business address of Braxton LP is 712 Fifth Avenue, 36th Floor, New York, New York 10019. WESTGATE The business address of Westgate is Westgate International, L.P., c/o Midland Bank Trust Corporation (Cayman) Limited, P.O. Box 1109, Mary Street, Grand Cayman, Cayman Islands, British West Indies. HAMBLEDON The business address of Hambledon is Hambledon, Inc., c/o Midland Bank Trust Corporation (Cayman) Limited, P.O. Box 1109, Mary Street, Grand Cayman, Cayman Islands, British West Indies. MARTLEY The business address of Martley is 712 Fifth Avenue, 36th Floor, New York, New York 10019. Item 2(c).Citizenship: Elliott is a limited partnership formed under the laws of Delaware. Westgate is a limited partnership formed under the laws of the Cayman Islands, British West Indies. Martley is a corporation formed under the laws of Delaware. Item 2(d).Title of Class of Securities Common Stock, $.01 par value (the "Common Stock") Item 2(e).CUSIP Number: 927624106 Item 3. If This Statement is Filed Pursuant to Rule 13d- 1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) Broker or dealer registered under Section 15 of the Exchange Act. (b) Bank as defined in Section 3(a)(6) of the Exchange Act. (c) Insurance company defined in Section 3(a)(19) of the Exchange Act. (d) Investment company registered under Section 8 of the Investment Company Act. (e) An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). (f) An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). (g) A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). (h) A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box 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. (a) Amount beneficially owned: Pursuant to the Certificate of Designation for each of the Class B Preferred Stock and 5% Preferred Stock (each as defined below), the Reporting Persons aggregate percentage ownership of Common Stock is limited to 9.9% of the outstanding shares of Common Stock (the "Ownership Limitation"). In accordance with the Ownership Limitation, the Reporting Persons beneficially own an aggregate of 1,395,257 shares of Common Stock. Elliott owns outright 1 share of Common Stock. In addition, Elliott owns 992 shares of the Issuer's Class B Convertible Preferred Stock, $.01 par value ("Class B Preferred Stock") and 2,500 shares of the Issuer's 5% Convertible Preferred Stock Series 1998, par value $.01 ("5% Preferred Stock"). Together, these preferred shares are convertible into 994,128 shares of Common Stock. Westgate and Martley together own 1,000 shares of Class B Preferred Stock and 2,500 shares of 5% Preferred Stock. Together, these preferred shares are convertible into 996,545 shares of Common Stock. (b) Percent of class: Elliott's aggregate beneficial ownership of 994,129 shares of Common Stock constitutes 7.26% of all of the outstanding shares of Common Stock. Westgate and Martley's aggregate beneficial ownership of 996,545 shares of Common Stock, constitutes 7.28% of all of the outstanding shares of Common Stock. Together, and in accordance with the Ownership Limitation, the Reporting Persons have beneficial ownership of 9.9% of all of the outstanding shares of Common Stock. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote Elliott has sole power to vote or direct the vote of 994,129 shares of Common Stock. (ii) Shared power to vote or to direct the vote Westgate and Martley together have shared power to vote or direct the vote of 996,545 shares of Common Stock. (iii) Sole power to dispose or to direct the disposition of Elliott has sole power to dispose or direct the disposition of 994,129 shares of Common Stock. (iv) Shared power to dispose or to direct the disposition of Westgate and Martley together have shared power to dispose or direct the disposition of 996,545 shares of Common Stock. 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 [ ]. Item 6. Ownership of More than Five Percent on Behalf of Anther Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. 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. SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct. Dated: July 6, 1998 ELLIOTT ASSOCIATES, L.P. By: Braxton Associates, L.P., as general partner By: Braxton Associates, Inc., as general partner By:/s/ Ralph DellaCamera Ralph DellaCamera Vice-President WESTGATE INTERNATIONAL, L.P. By: Martley International, Inc., as Investment Manager By:/s/ Ralph DellaCamera Ralph DellaCamera Vice-President MARTLEY INTERNATIONAL, INC. By:/s/ Ralph DellaCamera Ralph DellaCamera Vice-President EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Vion Pharmaceuticals, Inc., dated July 6, 1998 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. Dated: July 6, 1998 ELLIOTT ASSOCIATES, L.P. By: Braxton Associates, L.P., as general partner By: Braxton Associates, Inc., as general partner By:/s/ Ralph DellaCamera Ralph DellaCamera Vice-President WESTGATE INTERNATIONAL, L.P. By: Martley International, Inc., as Investment Manager By:/s/ Ralph DellaCamera Ralph DellaCamera Vice-President MARTLEY INTERNATIONAL, INC. By:/s/ Ralph DellaCamera Ralph DellaCamera Vice-President -----END PRIVACY-ENHANCED MESSAGE-----