SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13G*
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
Axogen Limited/Elan Corp. PLC
(Name of Issuer)
Units
(Title of Class of Securities)
054614201
(CUSIP Number)
December 31, 1998
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule 13G is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
(Page 1 of 9 Pages)
________________
*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 disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for purposes 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>
CUSIP No. 054614201 13G Page 2 of 9 Pages
________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Highfields Capital Management LP
________________________________________________________________________
(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 (5) SOLE VOTING POWER
-0-
UNITS
______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
300,500
OWNED BY _________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING _________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
300,500
________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
300,500
________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.68%
________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
PN
________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE
CUSIP No. 054614201 13G Page 3 of 9 Pages
________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Richard L. Grubman
________________________________________________________________________
(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
________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
-0-
UNITS _________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
300,500
OWNED BY _________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING _________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
300,500
________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
300,500
________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.68%
________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
IN
________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 054614201 13G Page 4 of 9 Pages
________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Jonathon S. Jacobson
________________________________________________________________________
(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
________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
-0-
UNITS _________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
300,500
OWNED BY _________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING _________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
300,500
________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
300,500
________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.68%
________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
IN
________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 054614201 13G Page 5 of 9 Pages
Item 1(a). Name of Issuer:
The name of the issuer is Axogen Limited/Elan Corp. PLC (the "Company").
Item 1(b). Address of Issuer's Principal Executive Offices:
The Company's principal executive offices are located at 102 St. James
Court, Flatts, Smiths FL 04 Bermuda.
Item 2(a). Name of Person Filing:
This statement is filed by:
(i) Highfields Capital Management LP, a limited partnership
organized under the laws of the State of Delaware
("Highfields Capital"), which serves as investment manager
to Highfields Capital Ltd. ("Highfields Ltd."), a company
organized under the laws of the Cayman Islands, B.W.I. with
respect to the units directly owned by Highfields Ltd.;
(ii) Mr. Richard L. Grubman ("Mr. Grubman") with respect to the
units directly owned by Highfields Ltd. Mr. Grubman is a
Managing Member of Highfields GP LLC, a Delaware limited
liability company, which is the general partner of
Highfields Capital, and in that capacity directs its
operations; and
(iii) Mr. Jonathon S. Jacobson ("Mr. Jacobson") with respect to
the units directly owned by Highfields Ltd. Mr. Jacobson
is a Managing Member of Highfields GP LLC, a Delaware
limited liability company, which is the general partner of
Highfields Capital, and in that capacity directs its
operations.
The foregoing persons are hereinafter collectively
referred to as the "Reporting Persons." Any disclosures
herein with respect to persons other than the Reporting
Persons are made on information and belief after making inquiry
to the appropriate party.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the business office of each of the Reporting Persons is
200 Clarendon Street, 51st Floor, Boston MA 02117.
Item 2(c). Citizenship:
Highfields Capital is a limited partnership organized under the laws of
the State of Delaware. Messrs. Grubman and Jacobson are United States
citizens.
<PAGE>
CUSIP No. 054614201 13G Page 6 of 9 Pages
Item 2(d). Title of Class of Securities:
Units, no par (the "Units").
Item 2(e). CUSIP Number: 054614201
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or
(c), check whether the person filing is a:
(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 of 1940,
(e) [ ] Investment Adviser in accordance with Rule
13d-1(b)(1)(ii)(E),
(f) [ ] Employee Benefit Plan or Endowment Fund in
accordance with 13d-1 (b)(1)(ii)(F),
(g) [ ] Parent Holding Company or control person in
accordance with Rule 13d-1 (b)(1)(ii)(G),
(h) [ ] Savings Association as defined in Section 3(b) of
the Federal Deposit Insurance Act,
(i) [ ] Church Plan that is excluded from the definition of
an investment company under Section 3(c)(14) of the
Investment Company Act of 1940,
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. [X]
Item 4. Ownership.
A. Highfields Capital Management, LP
(a) Amount beneficially owned: 300,500
(b) Percent of class: 5.68%
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 300,500
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 300,500
<PAGE>
CUSIP No. 054614201 13G Page 7 of 9 Pages
B. Mr. Richard L. Grubman
(a) Amount beneficially owned: 300,500
(b) Percent of class: 5.68%
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 300,500
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 300,500
C. Mr. Jonathon S. Jacobson
(a) Amount beneficially owned: 300,500
(b) Percent of class: 5.68%
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 300,500
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 300,500
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
The client of Highfields Capital, Highfields Ltd., has the power to
direct the receipt of dividends from and the proceeds from the sale of Common
Stock and Units. Messrs. Grubman and Jacobson are the Managing Members of
Highfields GP LLC, a Delaware limited liability company, which is the general
partner of Highfields Capital, and in that capacity direct its operations.
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.
Please see item 2(a).
Item 9. Notice of Dissolution of Group.
Not applicable.
<PAGE>
CUSIP No. 054614201 13G Page 8 of 9 Pages
Item 10. Certification.
Each of the Reporting Persons hereby makes the following certification:
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.
<PAGE>
CUSIP No. 054614201 13G Page 9 of 9 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: February __, 1999
/s/ Richard L. Grubman
Richard Grubman, individually, and as
managing member
Highfields GP LLC, the
general partner of
Highfields Capital Management LP.
/s/ Jonathon S. Jacobson
Jonathon Jacobson, individually, and as
managing member of
Highfields GP LLC, the
general partner of
Highfields Capital Management LP.
<PAGE>
