SC 13G/A 1 enviro13g.txt ENVIROGEN INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A (Amendment No. 1) Under the Securities Exchange Act of 1934 Envirogen Inc. --------------------------------- (Name of Issuer) Common ---------------------------------- (Title of Class of Securities) 294040100 --------------------------------------- (CUSIP Number) December 31, 2001 --------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate 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 information required in 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 to 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 6 Pages SCHEDULE 13G ------------------- ------------------------------------ CUSIP No. 294040100 Page 2 of 6 Pages --------------------------------------------------------------------- ================================================================================ 1 NAME OF REPORTING PERSON - S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Allen & Company Incorporated -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ X ] -------------------------------------------------------------------------------- 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 18,750 (constitutes shares of Common Stock underlying warrants) -------------------------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER 0 -------------------------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 18,750 (constitutes shares of Common Stock underlying warrants) -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,750 (constitutes shares of Common Stock underlying warrants) -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.5% -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* BD; CO =========================================================================== Page 3 of 6 Pages SCHEDULE 13G Item 1. (a) Name of Issuer: Envirogen, Inc. (b) Address of Issuer's Principal Executive Office: 4100 Quakerbridge Rd. Lawrenceville, NJ 08648 Item 2. (a) Name of Person Filing: Allen & Company Incorporated ("ACI") (b) Address of Principal Office or, if None, Residence: 711 Fifth Avenue, New York, NY 10022 (c) Citizenship: New York (d) Title of Class of Securities: Common (e) CUSIP Number: 294040100 Page 4 of 6 Pages SCHEDULE 13G Item 3. If this Statement is filed pursuant to Rule 13(d)-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [X] ACI is a Broker or Dealer registered under Section 15 of the Act. Item 4. Ownership. (a) Amount Beneficially Owned: 18,750 (constitutes shares of Common Stock underlying warrants) (b) Percent of Class: 0.5% (c) Number of Shares to Which Such Person Has: (i) Sole voting power - 0 (ii) Shared voting power - 18,750 (iii) Sole dispositive power - 0 (iv) Shared dispositive power - 18,750 Allen Holding Inc.("AHI"), by virtue of its status as the sole stockholder of ACI, may be deemed to share with ACI the power to vote or direct the vote and to dispose or direct the disposition of shares of Common Stock of which is ACI is direct beneficial owner. Mr. Herbert A. Allen, by virtue of his status as a majority stockholder and the President and Chief Executive Officer of AHI and the President and Chief Executive Officer of ACI, may be deemed to share with AHI and ACI the power to vote or direct the vote and dispose or direct the disposition of shares of Common Stock of which each of AHI and ACI is the direct beneficial owner. Mr. Herbert A. Allen disclaims beneficial ownership of the securities reported to be held by AHI and ACI, except to the extent of his pecuniary interest therein. The shares reported in this Schedule 13G exclude shares of the Issuer's Common Stock which may be owned by other officers, directors or employees of AHI or ACI. 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] Page 5 of 6 Pages Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. Not applicable Item 8. Identification and Classification of Members of the Group. Not applicable Item 9. Notice of Dissolution of Group. Not applicable Item 10. Certification. 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 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. Page 6 of 6 Pages 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 14, 2002 Allen & Company Incorporated By: /s/ Rosemary Fanelli ---------------------------------------- Name: Rosemary Fanelli Title: Chief Compliance Officer