-----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, NbY/LfbJYi2OmjPWivIvDh2NVP/gIsb1wmQHZTMEEfrAhIS3DUGuvMVP1aDQS0N6 MHVJ459I5GBZTDEh5uuwNg== 0000928475-04-000053.txt : 20040603 0000928475-04-000053.hdr.sgml : 20040603 20040603163627 ACCESSION NUMBER: 0000928475-04-000053 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040603 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IMCLONE SYSTEMS INC/DE CENTRAL INDEX KEY: 0000765258 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 042834797 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42743 FILM NUMBER: 04847546 BUSINESS ADDRESS: STREET 1: 180 VARICK ST CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 2126451405 MAIL ADDRESS: STREET 1: 180 VARICK ST CITY: NEW YORK STATE: NY ZIP: 10014 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ICAHN CARL C ET AL CENTRAL INDEX KEY: 0000921669 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] 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 #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 #4700 CITY: NEW YORK STATE: NY ZIP: 10153 SC 13D/A 1 amendmentno1.txt AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Imclone Systems Incorporated (Name of Issuer) Common Stock, par value $.001 per share (Title of Class of Securities) 45245W109 (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 3, 2004 (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 Rule 13d- 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 CUSIP No. 45245W109 1 NAME OF REPORTING PERSON Carl C. Icahn S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 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) /X/ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 4,286,496 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 4,286,496 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,286,496 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6% 14 TYPE OF REPORTING PERSON IN SCHEDULE 13D CUSIP No. 45245W109 1 NAME OF REPORTING PERSON Barberry Corp. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 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) /X/ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 4,286,496 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 4,286,496 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,286,496 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6% 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. 45245W109 1 NAME OF REPORTING PERSON Icahn & Co., Inc. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 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) /X/ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 900,800 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 900,800 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 900,800 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.2% 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. 45245W109 1 NAME OF REPORTING PERSON High River Limited Partnership S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 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) /X/ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 3,085,696 8 SHARED VOTING POWER 300,000 9 SOLE DISPOSITIVE POWER 3,085,696 10 SHARED DISPOSITIVE POWER 300,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,385,696 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP No. 45245W109 1 NAME OF REPORTING PERSON Dixon Guarantor LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 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) /X/ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 300,000 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 300,000 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 300,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4% 14 TYPE OF REPORTING PERSON OO SCHEDULE 13D CUSIP No. 45245W109 1 NAME OF REPORTING PERSON Gail Golden S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /./ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 13,000 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 13,000 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0002% 14 TYPE OF REPORTING PERSON IN SCHEDULE 13D Item 1. Security and Issuer This Schedule 13D filed by the Registrants with the U.S. Securities and Exchange Commission on March 3, 2004, as amended on June 1, 2004, relates to the common shares, $.001 par value (the "Shares"), of Imclone Systems Incorporated, a Delaware corporation (the "Issuer"), is amended to furnish additional information set forth herein. All capitalized terms not otherwise defined shall have the meaning ascribed to such terms in the previously filed statement on Schedule 13D. Item 5. Interest in Securities of the Issuer (a) As of the close of the business day on June 3, 2004, the Registrants may be deemed to beneficially own, in the aggregate, 4,286,496 Shares, representing approximately 5.6% of the Issuer's outstanding Shares (based upon 76,341,004 Shares stated to be outstanding as of April 26, 2004 by the Issuer in the Issuer's Form 10Q filed with the Securities and Exchange Commission on April 30, 2004). (b) Each of Icahn & Co., High River, Dixon and Ms. Golden has sole voting power and sole dispositive power with regard to 900,800 Shares, 3,085,696 Shares, 300,000 Shares and 13,000 Shares, respectively. High River has shared voting power and shared dispositive power with regard to the 300,000 Shares directly beneficially owned by Dixon. Each of Barberry and Mr. Icahn has shared voting power and shared dispositive power with regard to all of 4,286,496 Shares beneficially owned by Icahn Entities. Each of Barberry and Mr. Icahn, by virtue of their relationships to High River and Icahn & Co. (as disclosed in Item 2), may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which each of High River and Icahn & Co. directly and indirectly beneficially owns. Each of Mr. Icahn and Barberry disclaims beneficial ownership of such Shares for all other purposes. High River, by virtue of its relationships to Dixon (as disclosed in Item 2), may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Dixon directly beneficially owns. High River disclaims beneficial ownership of such Shares for all other purposes. Mr. Icahn, by virtue of its relationships to Ms. Golden (as disclosed in Item 2), may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Ms. Golden directly beneficially owns. Mr. Icahn disclaims beneficial ownership of such Shares. (c) Item 5(c) is hereby amended to refer to Item 6 below. In addition, the following table sets forth all transactions with respect to the Shares effected since the last Schedule 13D filing by the Registrants. All such transactions were effected in the open market, the table excludes commissions paid. - ---------------------------- -------------------------- --------------------------- ------------------------- No. of Shares Price Name Date Sold Per Share - ---------------------------- -------------------------- --------------------------- ------------------------- - ---------------------------- -------------------------- --------------------------- ------------------------- High River 6/02/04 540,518 $75.148 High River 6/03/04 357,287 $73.9706 - ---------------------------- -------------------------- --------------------------- -------------------------
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer Item 6 is hereby amended to add the following: On June 2, 2004, High River purchased the following standardized put option contracts for the Shares in the open market: (i) 50 contracts with a Strike price of $60 per Share for the aggregate consideration of $1,000 (excluding commission), and (ii) 1,500 contracts with a Strike price of $65 per Share for the aggregate consideration of $97,155 (excluding commission). On June 2, 2004, High River sold the following standardized call option contracts for the Shares in the open market: (i) 50 contracts with a Strike price of $60 per Share for the aggregate consideration of $76,000 (excluding commission), and (ii) 1,500 contracts with a Strike price of $65 per Share for the aggregate consideration of $1,609,630 (excluding commission). Each of the foregoing contracts expires on June 19, 2004 and covers 100 Shares. 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 3, 2004 BARBERRY CORP. By: /s/ Edward E. Mattner Name: Edward E. Mattner Title: Authorized Signatory HIGH RIVER LIMITED PARTNERSHIP By: BARBERRY CORP., General Partner By: /s/ Edward E. Mattner Name: Edward E. Mattner Title: Authorized Signatory DIXON GUARANTOR LLC By: HIGH RIVER LIMITED PARTNERSHIP, Sole Member By: BARBERRY CORP., General Partner By: /s/ Edward E. Mattner Name: Edward E. Mattner Title: Authorized Signatory ICAHN & CO., INC. By: /s/ Carl C. Icahn Name: Carl C. Icahn Title: President /s/ Carl C. Icahn CARL C. ICAHN /s/ Gail Golden GAIL GOLDEN [Signatur0e Page Amendment No. 2 to Schedule 13D with respect to Imclone] -----END PRIVACY-ENHANCED MESSAGE-----