-----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, S79QVqOFcxmYYnd8+/n0jj8r255UBjKApjWqGKl3MKL4t4vankIg3++0LFslkeU3 XCtQd37vn4pLkQY00PDyoQ== 0000928475-07-000192.txt : 20070606 0000928475-07-000192.hdr.sgml : 20070606 20070606094433 ACCESSION NUMBER: 0000928475-07-000192 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070606 DATE AS OF CHANGE: 20070606 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TELIK INC CENTRAL INDEX KEY: 0001109196 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 930987903 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60385 FILM NUMBER: 07902758 BUSINESS ADDRESS: STREET 1: 3165 PORTER DRIVE CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 6508457700 MAIL ADDRESS: STREET 1: 3165 PORTER DRIVE CITY: PALO ALTO STATE: CA ZIP: 94304 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ICAHN CARL C ET AL 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 CORP. STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2127024300 MAIL ADDRESS: STREET 1: C/O ICAHN ASSOCIATES CORP. STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 SC 13D/A 1 sch13damd1060507.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Telik, Inc. (Name of Issuer) Common Stock, Par Value $.01 (Title of Class of Securities) 87959M109 (CUSIP Number) Marc Weitzen, Esq. General Counsel Icahn Associates Corp. & affiliated companies 767 Fifth Avenue, 47th Floor New York, New York 10153 (212) 702-4388 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 5, 2007 (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 (the "SEC") by the Reporting Persons on January 16, 2007 (as amended, the "Initial 13D"), with respect to the shares of Common Stock, par value $.01 (the "Shares"), issued by Telik, Inc. (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 Initial 13D. Item 4. Purpose of Transaction The information set forth below in Item 6 is hereby incorporated herein by reference. Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer Item 6 of the Initial 13D is hereby amended by the addition of the following: On June 5, 2007, certain affiliates of the Reporting Persons entered into certain derivative agreements, commonly known as Total Return Swaps, with counterparties, which agreements provide that the profit to such affiliates of the Reporting Persons shall be based upon the increase in value of 1,835,000 Shares and the loss to such affiliates of the Reporting Persons shall be based upon the decrease in the value of 1,835,000 Shares, during the period from inception of the agreement to its termination. As a result, in addition to the Shares which they beneficially own as shown in Item 3 of the Initial 13D, the Reporting Persons, through such affiliates, have long economic exposure to an aggregate of 1,835,000 Shares through all such agreements. The agreements provide that they settle only in cash. These agreements do not give the Reporting Persons or such affiliates direct or indirect voting, investment or dispositive control over the Shares to which these agreements relate and, accordingly, Reporting Persons and such affiliates disclaim any beneficial ownership in the Shares to which these agreements relate. 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: June 6, 2007 HIGH RIVER LIMITED PARTNERSHIP By: Hopper Investments LLC, general partner By: Barberry Corp., sole member By: /s/ Edward E. Mattner --------------------- Name: Edward E. Mattner Title: Authorized Signatory HOPPER INVESTMENTS LLC By: Barberry Corp., sole member By: /s/ Edward E. Mattner --------------------- Name: Edward E. Mattner Title: Authorized Signatory BARBERRY CORP. By: /s/ Edward E. Mattner --------------------- Name: Edward E. Mattner Title: Authorized Signatory ICAHN PARTNERS MASTER FUND LP By: /s/ Vincent J. Intrieri ----------------------- Name: Vincent J. Intrieri Title: Managing Director ICAHN PARTNERS MASTER FUND II L.P. By: /s/ Vincent J. Intrieri ----------------------- Name: Vincent J. Intrieri Title: Managing Director ICAHN PARTNERS MASTER FUND III L.P. By: /s/ Vincent J. Intrieri ----------------------- Name: Vincent J. Intrieri Title: Managing Director [Telik, Inc. -- Signature Page of Amendment No. 1 to Schedule 13D] ICAHN OFFSHORE LP By: /s/ Vincent J. Intrieri ----------------------- Name: Vincent J. Intrieri Title: Managing Director CCI OFFSHORE CORP. By: /s/ Vincent J. Intrieri ----------------------- Name: Vincent J. Intrieri Title: Managing Director ICAHN PARTNERS LP By: /s/ Vincent J. Intrieri ----------------------- Name: Vincent J. Intrieri Title: Managing Director ICAHN ONSHORE LP By: /s/ Vincent J. Intrieri ----------------------- Name: Vincent J. Intrieri Title: Managing Director CCI ONSHORE CORP. By: /s/ Vincent J. Intrieri ----------------------- Name: Vincent J. Intrieri Title: Managing Director [Telik, Inc. -- Signature Page of Amendment No. 1 to Schedule 13D] /s/ Carl C. Icahn - ----------------- CARL C. ICAHN [Telik, Inc. -- Signature Page of Amendment No. 1 to Schedule 13D] -----END PRIVACY-ENHANCED MESSAGE-----