-----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, W08nedDjTLNJ7zzvDu0+0JyZV1i4CdTyW+8ZauQJVQzgbxHmLI34HVCC8br0jcyE QFZiYJaB4b+SgRPhIdSmCQ== 0000921749-97-000038.txt : 19970303 0000921749-97-000038.hdr.sgml : 19970303 ACCESSION NUMBER: 0000921749-97-000038 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970228 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CADUS PHARMACEUTICAL CORP CENTRAL INDEX KEY: 0000911148 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 133660391 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-46485 FILM NUMBER: 97546345 BUSINESS ADDRESS: STREET 1: 777 OLD SAW MILL RIVER ROAD CITY: TARRYTOWN STATE: NY ZIP: 10591-6705 BUSINESS PHONE: 9143453344 MAIL ADDRESS: STREET 1: 777 OLD SAW MILL RIVER ROAD CITY: TARRYTOWN STATE: NY ZIP: 10591-6705 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 13G BUSINESS ADDRESS: STREET 1: 100 SOUTH BEDFORD ROAD CITY: MT KISCO STATE: NY ZIP: 10549 BUSINESS PHONE: 9142427700 MAIL ADDRESS: STREET 1: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 SC 13G 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Cadus Pharmaceutical Corporation (Name of Issuer) Common Stock ($.01 par value) (Title of Class of Securities) 127637102 (CUSIP Number) *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). Page 1 of 8 Pages SCHEDULE 13G CUSIP No. 230029100 Page 2 of 8 Pages 1 NAME OF REPORTING PERSON Icahn, Carl C. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 1,102,426 6 SHARED VOTING POWER 2,258,790 shares of Common Stock 7 SOLE DISPOSITIVE POWER 1,102,426 8 SHARED DISPOSITIVE POWER 2,258,790 shares of Common Stock 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,361,216 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 27.87% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13G CUSIP No. 230029100 Page 3 of 8 Pages 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) /X/ (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER 2,258,790 shares of Common Stock 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 2,258,790 shares of Common Stock 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,258,790 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 18.73% 12 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13G CUSIP No. 230029100 Page 4 of 8 Pages 1 NAME OF REPORTING PERSON Riverdale LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER 2,258,790 shares of Common Stock 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 2,258,790 shares of Common Stock 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,258,790 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 18.73% 12 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13G ITEM 1 (a) Name of Issuer: Cadus Pharmaceutical Corporation (b) Address of Issuers Principal Executive Offices: 777 Old Saw Mill River Road Tarrytown, New York 10591 ITEM 2 Name, Address and Citizenship of Persons Filing (a) - (c) The persons filing this statement are High River Limited Partnership ("High River"), a Delaware limited partnership, Riverdale LLC (Riverdale"), a New York limited liability corporation and Carl C. Icahn, a citizen of the United States of America (collectively, the "Registrants"). The principal busines address and the address of the principal office of the Registrants is 100 South Bedford Road, Mount Kisco, New York 10549, with the exception of Carl C. Icahn, whose address is c/o Icahn Associates Corp., 114 West 47th Street, 19th Floor, New York, New York 10036. (d) Title of Class of Securities: Common Stock, par value $.01 (e) CUSIP Number: 127639102 ITEM 3 If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: Page 6 of 8 Pages (a) / / Broker or Dealer registered under Section 15 of the Act (b) / / Bank as defined in Section 3(a)(6) of the Act (c) / / Insurance company as defined in Section 3(a)(19) of the Act (d) / / Investment Company registered under Section 8 of the Investment Company Act (e) / / Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 (f) / / Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F) (g) / / Parent Holding Company, in accordance with Section 240.13d-1(b)(ii)(G) (h) / / Group, in accordance with Section 240.13d-1(b)(1)(ii)(H) NOT APPLICABLE ITEM 4 Ownership Ownership as of the filing date: As of the filing date, Carl C. Icahn was the beneficial owner of 3,361,216 shares of Common Stock comprising 27.87 percent of the class. Mr. Icahn has the sole power to vote or direct the vote and the sole power to dispose or direct the disposition of 1,102,426 shares and he has shared power to vote/direct the vote and shared power to dispose/direct the disposition of 2,258,790 shares. As of the filing date, High River was the beneficial owner of 2,258,790 shares of Common Stock comprising 18.73 percent of the class. High River has shared power to vote/direct the vote and shared power to dispose/direct the disposition of 2,258,790 shares. As of the filing date, Riverdale was the beneficial owner of 2,258,790 shares of Common Stock comprising 18.73 percent of the class. Highcrest has shared power to vote/direct the vote and shared power to dispose/direct the disposition of 2,258,790 shares. Page 7 of 8 Pages 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. [ ] NOT APPLICABLE ITEM 6 Ownership of More than Five Percent on Behalf of Another Person Other than Registrants, no 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 the securities. ITEM 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company NOT APPLICABLE ITEM 8 Identification and Classification of Members of the Group High River's general partner is Riverdale. Carl C. Icahn is a 99.5% member of Riverdale. ITEM 9 Notice of Dissolution of Group NOT APPLICABLE ITEM 10 Certification This statement is not filed pursuant to Rule 13d-1(b); therefore, the Certification is NOT APPLICABLE Page 8 of 8 Pages SIGNATURES After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement on Schedule 13G concerning the Common Stock, par value $.01 per share, of Cadus Pharmaceutical Corporation is true, complete and correct. Dated: February 27, 1997 /s/ Carl C. Icahn --------------------------------- Carl C. Icahn RIVERDALE LLC By: /s/ Carl C. Icahn ----------------------------- Carl C. Icahn Manager HIGH RIVER LIMITED PARTNERSHIP By: Riverdale LLC By: /s/ Carl C. Icahn ---------------------------- Carl C. Icahn Manager (Signature page of Schedule 13G - Cadus) EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, par value $.01 per share of Cadus Pharmaceutical Corporation and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 27th day of February, 1997. Dated: February 27, 1997 By: /s/ Carl C. Icahn Carl C. Icahn RIVERDALE LLC By: /s/Carl C. Icahn ----------------------------- Carl C. Icahn Manager HIGH RIVER LIMITED PARTNERSHIP By: Riverdale LLC By: /s/Carl C. Icahn ---------------------------- Carl C. Icahn Manager (Signature page of Schedule 13G - Joint Filing Agreement for Cadus) -----END PRIVACY-ENHANCED MESSAGE-----