0000928464-17-000043.txt : 20170920 0000928464-17-000043.hdr.sgml : 20170920 20170920170835 ACCESSION NUMBER: 0000928464-17-000043 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20170920 DATE AS OF CHANGE: 20170920 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CADUS CORP CENTRAL INDEX KEY: 0000911148 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 133660391 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46485 FILM NUMBER: 171094544 BUSINESS ADDRESS: STREET 1: 767 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2127024367 MAIL ADDRESS: STREET 1: 777 OLD SAW MILL RIVER ROAD CITY: TARRYTOWN STATE: NY ZIP: 10591-6705 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ICAHN CARL C CENTRAL INDEX KEY: 0000921669 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O ICAHN ASSOCIATES HOLDING LLC STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 212-702-4300 MAIL ADDRESS: STREET 1: C/O ICAHN ASSOCIATES HOLDING LLC STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 FORMER COMPANY: FORMER CONFORMED NAME: ICAHN CARL C ET AL DATE OF NAME CHANGE: 19950612 SC 13D/A 1 kdussch13damd3092017.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

Cadus Corporation
(Name of Issuer)

Common Stock, $0.01 Par Value
(Title of Class of Securities)

127639102
(CUSIP Number)

Andrew Langham, Esq.
Icahn Associates LLC
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4300
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

September 20, 2017
(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 that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / /.

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d‑7 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).
SCHEDULE 13D

Item 1. Security and Issuer

The Schedule 13D filed with the Securities and Exchange Commission on April 23, 2002 (as amended by Amendment No. 1 to Schedule 13D filed with Securities and Exchange Commission on March 12, 2009 and Amendment No. 2 to Schedule 13D filed with Securities and Exchange Commission on June 9, 2014, the "Schedule 13D") by High River Limited Partnership, a Delaware limited partnership ("High River"), Hopper Investments LLC, a Delaware limited liability company ("Hopper"), Barberry Corp., a Delaware corporation ("Barberry") and Carl C. Icahn, a citizen of the United States of America ("Icahn", and together with High River, Hopper and Barberry, the "Reporting Persons"), with respect to the shares of common stock, $0.01 par value ("Common Stock"), of Cadus Corporation, a Delaware corporation (the "Issuer"), is hereby amended to furnish the additional information set forth herein.  All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.



Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended by adding the following:

On September 20, 2017, certain of the Reporting Persons delivered a letter to the Issuer's board of directors regarding a potential acquisition of the remaining shares of the Issuer's Common Stock by the Reporting Persons in a merger transaction. A copy of this letter is filed herewith as an exhibit and incorporated herein by reference.



Item 7. Material to be Filed as Exhibits

1.
Letter from certain of the Reporting Persons to the Board of Directors of the Issuer.



SIGNATURE

After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: September 20, 2017


BARBERRY CORP.

By:  /s/Edward E. Mattner
Name:  Edward E. Mattner
Title:  Authorized Signatory


HOPPER INVESTMENTS LLC

By:  Barberry Corp., its sole member

By:  /s/Edward E. Mattner
Name:  Edward E. Mattner
Title:  Authorized Signatory


HIGH RIVER LIMITED PARTNERSHIP

By:  HOPPER INVESTMENTS LLC, its general partner

By:  BARBERRY CORP., its sole member

By:  /s/Edward E. Mattner
Name:  Edward E. Mattner
Title:  Authorized Signatory



/s/ Carl C. Icahn 
CARL C. ICAHN



[Signature Page of Amendment No. 3 to Schedule 13D – Cadus Corporation]
 EX-1 2 kdussch13damd3092017ex1.htm

Exhibit 1

BARBERRY CORP.
HIGH RIVER LIMITED PARTNERSHIP

September 20, 2017

Board of Directors
Cadus Corporation
767 Fifth Avenue
New York, New York 10153

Ladies & Gentlemen:

As you know, Barberry Corp. ("Barberry") and High River Limited Partnership ("High River" and, together with Barberry, "us" or "we") collectively beneficially own 17,824,678 shares of common stock, $0.01 par value, of Cadus Corporation ("Cadus"), or approximately 67.8% of Cadus's outstanding shares of common stock. We would like to discuss a potential acquisition of the remaining shares of Cadus common stock by High River in a merger transaction pursuant to which Cadus shareholders would receive $1.30 per share in cash for their Cadus shares.

In addition to customary conditions, closing of this transaction would be subject to the following non-waivable conditions:

·
First, the transaction must be approved by a special committee of independent directors of Cadus that has been empowered to freely select its own advisors and to reject the transaction definitively should that be its business judgment; and

·
Second, the transaction must be approved by an informed vote of, or tender by, the holders of a majority of the shares of common stock of Cadus held by shareholders who are not affiliated with us.

We will not move forward with the transaction unless both of these non-waivable conditions are satisfied. We look forward to hearing from you.


Very truly yours,

BARBERRY CORP.
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, its general partner
By: Barberry Corp., its sole member

By: /s/ Keith Cozza
       Name:  Keith Cozza
       Title:  Secretary; Treasurer