-----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, WjeZSfO2t1d80DOOMgDggkMG3dl0e3iFCyawTUT+OTpg933XndOQkgbjSsuHqLfq ooGkWVMxNFfaM8eEEN76Tw== 0001013594-08-000819.txt : 20081119 0001013594-08-000819.hdr.sgml : 20081119 20081119132631 ACCESSION NUMBER: 0001013594-08-000819 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081119 DATE AS OF CHANGE: 20081119 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENZON PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000727510 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 222372868 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35587 FILM NUMBER: 081200376 BUSINESS ADDRESS: STREET 1: 685 ROUTE 202/206 CITY: BRIDGEWATER STATE: NJ ZIP: 08807 BUSINESS PHONE: 908 541 8671 MAIL ADDRESS: STREET 1: 685 ROUTE 202/206 STREET 2: ATT: GENERAL COUNSEL CITY: BRIDGEWATER STATE: NJ ZIP: 08807 FORMER COMPANY: FORMER CONFORMED NAME: ENZON PHARMACEUTICALS INC DATE OF NAME CHANGE: 20021211 FORMER COMPANY: FORMER CONFORMED NAME: ENZON PHARMACEUTICAL INC DATE OF NAME CHANGE: 20021210 FORMER COMPANY: FORMER CONFORMED NAME: ENZON INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DellaCamera Capital Management, LLC CENTRAL INDEX KEY: 0001391052 IRS NUMBER: 061757281 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 200 PARK AVENUE, SUITE 3300 CITY: NEW YORK STATE: NY ZIP: 10166 BUSINESS PHONE: (212) 808-3590 MAIL ADDRESS: STREET 1: 200 PARK AVENUE, SUITE 3300 CITY: NEW YORK STATE: NY ZIP: 10166 SC 13D/A 1 enzon13da-111908.htm NOVEMBER 19, 2008

 


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

Enzon Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

293904-10-8

(CUSIP Number)

Christopher P. Davis, Esq.

Kleinberg, Kaplan, Wolff & Cohen, P.C.

551 Fifth Avenue, New York, New York 10176

Tel: (212) 986-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 19, 2008

(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 §§ 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 § 240.13d-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 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

CUSIP No. 293904-10-8

 

 

 

1

NAME OF REPORTING PERSON

DellaCamera Capital Master Fund, Ltd.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF SHARES BENEFI-CIALLY OWNED BY EACH REPORT-ING PERSON WITH

7

SOLE VOTING POWER

            0

8

SHARED VOTING POWER

           3,553,558

9

SOLE DISPOSITIVE POWER

            0

10

SHARED DISPOSITIVE POWER

           3,553,558

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                3,553,558

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                7.8%

14

TYPE OF REPORTING PERSON

                CO

 

 


1

NAME OF REPORTING PERSON

DellaCamera Capital Fund, Ltd.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF SHARES BENEFI-CIALLY OWNED BY EACH REPORT-ING PERSON WITH

7

SOLE VOTING POWER

            0

8

SHARED VOTING POWER

           3,553,558

9

SOLE DISPOSITIVE POWER

            0

10

SHARED DISPOSITIVE POWER

           3,553,558

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                3,553,558

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                7.8%

14

TYPE OF REPORTING PERSON

CO

 

 


1

NAME OF REPORTING PERSON

DellaCamera Capital Management, LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS


                AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o

6

CITIZENSHIP OR PLACE OF ORGANIZATION


                Delaware

NUMBER OF SHARES BENEFI-CIALLY OWNED BY EACH REPORT-ING PERSON WITH

7

SOLE VOTING POWER

            0

8

SHARED VOTING POWER

           3,553,558

9

SOLE DISPOSITIVE POWER

            0

10

SHARED DISPOSITIVE POWER
           
           3,553,558

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                3,553,558

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                7.8%

14

TYPE OF REPORTING PERSON

00

 

 


1

NAME OF REPORTING PERSON

Ralph DellaCamera, Jr.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF SHARES BENEFI-CIALLY OWNED BY EACH REPORT-ING PERSON WITH

7

SOLE VOTING POWER

            0

8

SHARED VOTING POWER

           3,553,558

9

SOLE DISPOSITIVE POWER

            0

10

SHARED DISPOSITIVE POWER
           
           3,553,558

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                3,553,558

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                7.8%

14

TYPE OF REPORTING PERSON

IN, HC

 

 


1

NAME OF REPORTING PERSON


                Andrew Kurtz

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF SHARES BENEFI-CIALLY OWNED BY EACH REPORT-ING PERSON WITH

7

SOLE VOTING POWER

            0

8

SHARED VOTING POWER

           3,553,558

9

SOLE DISPOSITIVE POWER

            0

10

SHARED DISPOSITIVE POWER
           
           3,553,558

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                3,553,558

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                7.8%

14

TYPE OF REPORTING PERSON

IN, HC

 

 


1

NAME OF REPORTING PERSON


                Vincent Spinnato

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF SHARES BENEFI-CIALLY OWNED BY EACH REPORT-ING PERSON WITH

7

SOLE VOTING POWER

            0

8

SHARED VOTING POWER

           3,553,558

9

SOLE DISPOSITIVE POWER

            0

10

SHARED DISPOSITIVE POWER
           
           3,553,558

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                3,553,558

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                7.8%

14

TYPE OF REPORTING PERSON

IN, HC

 

 


This statement is filed with respect to the shares of the common stock, $0.01 par value (the “Common Stock”), of Enzon Pharmaceuticals, Inc. (the “Issuer”), beneficially owned by the Reporting Persons (as defined below) as of November 19, 2008 and amends and supplements the Schedule 13D filed originally on December 19, 2007, as previously amended (collectively, the “Schedule 13D”). Except as set forth herein, the Schedule 13D is unmodified.

The names of the persons filing this statement on Schedule 13D are: DellaCamera Capital Master Fund, Ltd., a Cayman Islands exempted company (the “Master Fund”), DellaCamera Capital Fund, Ltd., a Cayman Islands exempted company (the “Offshore Fund”), DellaCamera Capital Management, LLC, a Delaware limited liability company (“DCM” and, collectively with the Master Fund and the Offshore Fund, the “Fund”), Ralph DellaCamera, Jr., a citizen of the United States (“Mr. DellaCamera”), Andrew Kurtz, a citizen of the United States (“Mr. Kurtz”) and Vincent Spinnato, a citizen of the United States (“Mr. Spinnato”) (together, the “Reporting Persons”).

Item 3. Source and Amount of Funds or Other Consideration

The Master Fund acquired the securities reported herein at an aggregate cost of $27,357,856. The funds used to purchase these securities were obtained from the general working capital of the Master Fund and margin account borrowings made in the ordinary course of business, although the Master Fund cannot determine whether any funds allocated to purchase such securities were obtained from any margin account borrowings.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D has been supplemented by adding the following:

DCM has engaged the investment banking firm Moelis & Company LLC to explore strategic alternatives with respect to the Reporting Persons’ investment in the Issuer.

Item 5. Interest in Securities of the Issuer

(a) The Reporting Persons as a group beneficially own 3,553,558 shares of Common Stock, representing 7.8% of the outstanding shares of Common Stock. The 3,553,558 shares of Common Stock beneficially owned by the Reporting Persons are comprised of: (a) 2,922,998 shares of Common Stock, (b) options exercisable for 107,000 shares of Common Stock and (c) 4% Convertible Senior Notes due 2013 convertible into 523,560 shares of Common Stock.

(b) None of the Reporting Persons has sole power to vote or to direct the vote or sole power to dispose or to direct the disposition of the shares of Common Stock beneficially owned by them.

Each of the Reporting Persons has shared power to vote and to direct the vote and shared power to dispose and to direct the disposition of the 3,553,558 shares of Common Stock beneficially owned by them.

(c) A list of the transactions in the Issuer’s Common Stock that were effected by the Reporting Persons during the past sixty days other than those previously reported on this Schedule 13D is attached hereto as Appendix I.

 


Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

DCM has entered into a letter agreement engaging the investment banking firm Moelis & Company LLC (“Moelis”) to explore strategic alternatives with respect to the Reporting Persons’ investment in the Issuer. Compensation for Moelis’ services may include, to the extent applicable, a percentage of certain gains on shares of Common Stock held by the Reporting Persons during a specified period of time.

Item 7. Material to Be Filed as Exhibits

The following documents are filed as exhibits:

Appendix I: List of the transactions in the Issuer’s Common Stock that were effected by the Reporting Persons during the past sixty days.

Appendix II: Joint Filing Agreement (previously filed).

Appendix III: Instruction C Person Information (previously filed).

Appendix IV : Letter to Issuer dated December 19, 2007 (previously filed).

Appendix V : Letter to Issuer dated January 11, 2008 (previously filed).

Appendix VI : Notice of Nomination of Stockholder Nominees dated January 14, 2008 (previously filed).

Appendix VII : Agreement among the Issuer, Master Fund, Offshore Fund and DCM dated February 11, 2008 (previously filed).

Appendix VIII : Letter to Issuer dated May 1, 2008 (previously filed)

Appendix IX: Letter to Issuer dated May 20, 2008 (previously filed)

Appendix X : Letter to the Issuer dated July 1, 2008 (previously filed)

Appendix XI: Letter to the Issuer dated October 6, 2008 (previously filed)

 


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.

Dated:  

November 19, 2008

 

DELLACAMERA CAPITAL MASTER FUND, LTD.

 

By:  /s/  Andrew Kurtz

Andrew Kurtz, Director

 

 

DELLACAMERA CAPITAL FUND, LTD.

 

By:  /s/  Andrew Kurtz

Andrew Kurtz, Director

 

 

DELLACAMERA CAPITAL MANAGEMENT, LLC

 

By:  /s/  Ralph DellaCamera, Jr.

Ralph DellaCamera, Jr., Managing Member

 

 

/s/  Ralph DellaCamera, Jr.

Ralph DellaCamera, Jr.

 

 

/s/  Andrew Kurtz

Andrew Kurtz

 

 

/s/  Vincent Spinnato

Vincent Spinnato

 

 

 

 


APPENDIX I

LIST OF TRANSACTIONS

Transactions Effected by DellaCamera Capital Master Fund, Ltd. in Common Stock

 

Date of transaction

Amount of securities

Bought/

(Sold)

Price per share or unit (excluding commissions)

Where and how the transaction was effected

10/17/2008   

14,800

$4.8457

Open Market

10/20/2008  

9,000

$4.9655

Open Market

10/22/2008   

10,908

$5.0762

Open Market

10/23/2008   

19,801

$5.0101

Open Market

10/27/2008   

25,000

$4.4746

Open Market

10/28/2008   

45,026

$4.3237

Open Market

11/03/2008     

800

$4.7250

Open Market

11/06/2008     

15,000

$4.4312

Open Market

11/07/2008     

15,000

$4.2115

Open Market

11/07/2008     

10,000

$4.1911

Open Market

11/12/2008   

13,900

$3.0147

Open Market

 

Transactions Effected by DellaCamera Capital Master Fund, Ltd. in Call Options at $7.50 Expiring on November 22, 2008

 

Date of transaction

Amount of securities

Bought/

(Sold)

Price per share or unit (excluding commissions)

Where and how the transaction was effected

11/11/2008

(4,500)

$0.01

Open Market

 

Transactions Effected by DellaCamera Capital Master Fund, Ltd. in 4% Convertible Senior Notes due 2013

 

Date of transaction

Amount of securities

Bought/

(Sold)

Price per share or unit (excluding commissions)

Where and how the transaction was effected

11/11/2008

$5,000,000

59.0%

Open Market

 

 

 

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