-----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, B/YEZQW8yp6OAvpxB9o+Nc6R5RQnP93EblyI7tSQGCUsdIij7b+Ryq+SEBa5qoAH 7Q7dSkV0gi4uaq3084nhCA== 0001021224-02-000005.txt : 20020414 0001021224-02-000005.hdr.sgml : 20020414 ACCESSION NUMBER: 0001021224-02-000005 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CEPHALON INC CENTRAL INDEX KEY: 0000873364 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 232484489 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41753 FILM NUMBER: 02549463 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: DKR MANAGEMENT CO INC /CT CENTRAL INDEX KEY: 0001021224 IRS NUMBER: 223302338 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1281 E MAIN ST CITY: STAMDORD STATE: CT ZIP: 06902 BUSINESS PHONE: 2033248400 MAIL ADDRESS: STREET 1: 1281 E MAIN ST CITY: STAMFORD STATE: CT ZIP: 06902 FORMER COMPANY: FORMER CONFORMED NAME: AIG INTERNATIONAL MANAGEMENT CO INC/CT DATE OF NAME CHANGE: 19981223 SC 13G/A 1 cephalon.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c)AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) 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) DKR Management Company Inc. 1281 EAST MAIN STREET STAMFORD, CONNECTICUT 06902 (203) 324-8400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 31, 2001 (Date of Event Which Requires Filing of this Statement) Check the following box to designate the rule pursuant to which this Schedule is filed: X Rule 13d-1(b) Rule 13d-1(c) 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 DKR Management Company Inc. SS OR IRS IDENTIFICATION NO. OF ABOVE PERSONS 22-3095881 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* See Attached (a) _______________________________________ (b) _______________________________________ 3. SEC USE ONLY 4. CITIZEN OR PLACE OF ORGANIZATION Corporation organized in Delaware. Number of Shares Beneficially Owned By Each Reporting Person With: 5. SOLE VOTING POWER None 6. SHARED VOTING POWER None 7. SOLE DISPOSITION POWER None 8. SHARED DISPOSITION POWER None 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None 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 0% 12. TYPE OF REPORTING PERSON* DKR Management Company, Inc. 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 United States Item 2: Identity and Background 2(a) Name of person Filing DKR Management Company, Inc. 2(b) Address of Principal Business Office or, if none, Residence 1281 East Main Street Stamford, CT 06902 2(c) Citizenship/ Corporation organized A corporation organized in Delaware 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: DKR Management Company, Inc. is filing Form 13G as a Qualified Institutional Investor pursuant to Rule 13d-1(b). 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 None 4(b) Percent of Class 0% 4(c) Number of shares as to which the person has (i) Sole Power to vote or to direct the vote None (ii) Shared power to vote or to direct the vote None (iii) Sole power to dispose or to direct the disposition of None (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 X 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. 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 and 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. 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. 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: February 13, 2002 /s/ _____________________________ Barbara Burger Vice President & Counsel Senior Vice President 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-----