-----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, MfaQuI4bx5duhUxLpInVo+TwQqlHWCQuoHQHyPN40rc3wtz3AWvVmgUZAZCR3kA9 s7AY/mB5BtfvQCfR2N8rkg== /in/edgar/work/20000901/0001021102-00-000010/0001021102-00-000010.txt : 20000922 0001021102-00-000010.hdr.sgml : 20000922 ACCESSION NUMBER: 0001021102-00-000010 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000901 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CEPHALON INC CENTRAL INDEX KEY: 0000873364 STANDARD INDUSTRIAL CLASSIFICATION: [2834 ] IRS NUMBER: 232484489 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-41753 FILM NUMBER: 715601 BUSINESS ADDRESS: STREET 1: 145 BRANDYWINE PKWY CITY: WEST CHESTER STATE: PA ZIP: 19380 BUSINESS PHONE: 6103440200 MAIL ADDRESS: STREET 1: 145 BRANDYWINE PARKWAY CITY: WEST CHESTER STATE: PA ZIP: 19380 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AIG SOUNDSHORE HOLDINGS LTD CENTRAL INDEX KEY: 0001021102 STANDARD INDUSTRIAL CLASSIFICATION: [ ] IRS NUMBER: 980191909 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 29 RICHMOND ROAD STREET 2: PEMBROKE HM08 CITY: HAMILTON BERMUDA STATE: D0 BUSINESS PHONE: 4412952121 MAIL ADDRESS: STREET 1: 29 RICHMOND ROAD STREET 2: PEMBROKE HM11 CITY: BERMUDA STATE: D0 FORMER COMPANY: FORMER CONFORMED NAME: SOUNDSHORE HOLDINGS LTD DATE OF NAME CHANGE: 19981124 FORMER COMPANY: FORMER CONFORMED NAME: SOUNDSHORE PARTNERS LP /BD DATE OF NAME CHANGE: 19980309 FORMER COMPANY: FORMER CONFORMED NAME: SOUNDSHORE PARTNERS LP /BD DATE OF NAME CHANGE: 19980303 SC 13G/A 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* CEPHALON INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 156708109 (CUSIP Number) August 25, 2000 (We have decreased our Beneficial ownership of the security) (Date of Event Which Requires Filing of this Statement) Check the following box to designate the rule pursuant to which this Schedule is filed: Rule 13d-1(b) X Rule 13d-1(c)- Passive Investors Rule 13d-1(d) * 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 the disclosure provided in a prior cover page. The information required in the remainder of this cover page shall 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). CUSIP No. 156708109 1. NAME OF REPORTING PERSONS AIG SOUNDSHORE HOLDINGS LTD SS OR IRS IDENTIFICATION NO. OF ABOVE PERSONS 98-0191909 (There has been a name change from SoundShore Holdings Ltd., to AIG SoundShore Holdings Ltd.) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* N/A (a) (b) 3. SEC USE ONLY 4. CITIZEN OR PLACE OF ORGANIZATION CORPORATION ORGANIZED AND EXISTING UNDER THE COMPANIES ACT OF 1981 OF BERMUDA Number of Shares Beneficially Owned By Each Reporting Person With: 5. SOLE VOTING POWER 716,747 Cephalon 7.25% convertible into 1,999,724.13 common stock 6. SHARED VOTING POWER N/A 7. SOLE DISPOSITION POWER 716,747 Cephalon 7.25% convertible into 1,999,724.13 common stock 8. SHARED DISPOSITION POWER N/A 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON N/A 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* N/A 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.73% 12. TYPE OF REPORTING PERSON* CO Item 1: Security and Issuer 1(a) Name of Issuer Cephalon Inc. 1(b) Address of Issuer's Principal Executive Offices 145 Brandywine Parkway West Chester, PA 19380 Unites States Item 2: Identity and Background 2(a) Name of person Filing AIG SoundShore Holdings Ltd. 2(b) Address of Principal Business Office or, if none, Residence 29 Richmond Road, Pembroke HM08 Bermuda 2(c) Citizenship/ Corporation organized A corporation organized and existing under the Companies Act of 1981 of Bermuda. 2(d) Title of Class of Security Cephalon Inc. 2(e) Cusip Number 156708109 Item 3: If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), the person filing is a: AIG SoundShore Holdings Ltd, is filing Form 13G as a "Passive Investor". AIG SoundShore Holdings Ltd. does not seek to acquire or influence "control" of the issuer and owns less than 10% of the class of securities. 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: 4(a) Amount Beneficially Owned 716,747 Cephalon 7.25% convertible into 1,999,724.13 common stock 4(b) Percent of Class 5.73% 4(c) Number of shares as to which the person has (i) Sole Power to vote or to direct the vote 716,747 Cephalon 7.25% convertible into 1,999,724.13 common stock ii) Shared power to vote or to direct the vote NONE (iii) Sole power to dispose or to direct the disposition of 716,747 Cephalon 7.25% convertible into 1,999,724.13 common stock (iv) Shared power to dispose or to direct the disposition of NONE Instruction: For computation regarding securities which represent a right to acquire an underlying security see Rule 13d-3(d)(1). 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 Instruction: Dissolution of a group requires a response to this item. Item 6: Ownership of More than Five percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest related to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. Not Applicable Item 7: Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c), attach an exhibit stating the identity of each member of the group. Not Applicable Item 8: Identification and Classification of Members of the Group. If a group his filed this schedule pursuant to Rule 13d- 1(b)(ii)(H), so indicate under item 3(h) and attach an exhibit stating the identity had Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d-1(c), attach an exhibit stating the identity of each member of the group. Not Applicable Item 9: Notice of Dissolution of Group Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of he group, in their individual capacity. See item 5. Not Applicable Item 10: Certification The following certification shall be included if the statement is filed pursuant to Rule 13D-1(b): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. The following certification shall be included if the statement is filed pursuant to section 240.13d-1(c): 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 my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: August 31, 2000 Signature /s/ Anthony Giordano Anthony Giordano Director Name/Title The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. -----END PRIVACY-ENHANCED MESSAGE-----