<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 4 )
EMISPHERE TECHNOLOGIES INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
291345106
------------------
(CUSIP Number)
July 21, 2000
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ X ] 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
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 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).
(Continued on following pages(s))
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SCHEDULE 13G/A
CUSIP NO. 291345106
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1) Name of Reporting Person
I.R.S. Identification Nos. of above persons (entities only)
AMERINDO INVESTMENT ADVISORS INC., a California corporation, AMERINDO
INVESTMENT ADVISORS, INC., a Panama corporation, ALBERTO W. VILAR and
GARY A. TANAKA, who disaffirm the existence of any group and who are
sometimes collectively referred to as the "Reporting Persons."
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2) Check the Appropriate Box (a)
if a Member of a Group ----------------------------
(See Instructions) (b)
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3) SEC Use Only
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4) Citizenship or Place of Organization
See Item 4 of separate cover pages for Reporting Persons
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Number of Shares (5) Sole Voting Power None
Beneficially Owned
by Each Reporting (6) Shared Voting Power
Person with
922,400 shares in the aggregate for all Reporting Persons
and as to all of which beneficial ownership is disclaimed
(7) Sole Dispositive Power None
(8) Shared Dispositive Power
922,400 shares in the aggregate for all Reporting Persons
and as to all of which beneficial ownership is disclaimed
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9) Aggregate Amount Beneficially
Owned by Each Reporting Person
922,400 shares in the aggregate for all Reporting Persons and as to
all of which beneficial ownership is disclaimed
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10) Check if the Aggregate Amount [X]
in Row 9 Excludes Certain
Shares (See Instructions)
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11) Percent of Class Represented
by Amount in Row 9 5.28%
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12) Type of Reporting Person IA, IN
(See Instructions)
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<PAGE>
SCHEDULE 13G/A
CUSIP NO. 291345106
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1) Name of Reporting Person
I.R.S. Identification Nos. of above persons (entities only)
AMERINDO INVESTMENT ADVISORS INC.
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2) Check the Appropriate Box (a)
if a Member of a Group ----------------------------
(See Instructions) (b)
----------------------------
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3) SEC Use Only
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4) Citizenship or Place of Organization
California
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Number of Shares (5) Sole Voting Power None
Beneficially Owned
by Each Reporting (6) Shared Voting Power
Person with
616,900 shares, as to all of which beneficial ownership
is disclaimed
(7) Sole Dispositive Power None
(8) Shared Dispositive Power
616,900 shares, as to all of which beneficial ownership
is disclaimed
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9) Aggregate Amount Beneficially
Owned by Each Reporting Person
616,900 shares, as to all of which beneficial ownership is disclaimed
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10) Check if the Aggregate Amount [X]
in Row 9 Excludes Certain
Shares (See Instructions)
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11) Percent of Class Represented
by Amount in Row 9 3.53%
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12) Type of Reporting Person IA
(See Instructions)
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<PAGE>
SCHEDULE 13G/A
CUSIP NO. 291345106
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1) Name of Reporting Person
I.R.S. Identification Nos. of above persons (entities only)
AMERINDO INVESTMENT ADVISORS, INC.
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2) Check the Appropriate Box (a)
if a Member of a Group ----------------------------
(See Instructions) (b)
----------------------------
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3) SEC Use Only
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4) Citizenship or Place of Organization
Panama
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Number of Shares (5) Sole Voting Power None
Beneficially Owned
by Each Reporting (6) Shared Voting Power
Person with
305,500 shares, as to all of which beneficial ownership is
disclaimed
(7) Sole Dispositive Power None
(8) Shared Dispositive Power
305,500 shares, as to all of which beneficial ownership is
disclaimed
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9) Aggregate Amount Beneficially
Owned by Each Reporting Person
305,500 shares, as to all of which beneficial ownership is disclaimed
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10) Check if the Aggregate Amount [X]
in Row 9 Excludes Certain
Shares (See Instructions)
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11) Percent of Class Represented
by Amount in Row 9 1.75%
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12) Type of Reporting Person IA
(See Instructions)
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<PAGE>
SCHEDULE 13G/A
CUSIP NO. 291345106
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1) Name of Reporting Person
I.R.S. Identification Nos. of above persons (entities only)
ALBERTO W. VILAR
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2) Check the Appropriate Box (a)
if a Member of a Group ----------------------------
(See Instructions) (b)
----------------------------
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3) SEC Use Only
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4) Citizenship or Place of Organization
United States
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Number of Shares
Beneficially Owned (5) Sole Voting Power None
by Each Reporting
Person with (6) Shared Voting Power
922,400 shares, as to all of which beneficial ownership
is disclaimed
(7) Sole Dispositive Power None
(8) Shared Dispositive Power
922,400 shares, as to all of which beneficial ownership
is disclaimed
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9) Aggregate Amount Beneficially
Owned by Each Reporting Person
922,400 shares, as to all of which beneficial ownership is disclaimed
--------------------------------------------------------------------------------
10) Check if the Aggregate Amount [X]
in Row 9 Excludes Certain
Shares (See Instructions)
--------------------------------------------------------------------------------
11) Percent of Class Represented
by Amount in Row 9 5.28%
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12) Type of Reporting Person IN
(See Instructions)
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<PAGE>
SCHEDULE 13G/A
CUSIP NO. 291345106
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1) Name of Reporting Person
I.R.S. Identification Nos. of above persons (entities only)
GARY A. TANAKA
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2) Check the Appropriate Box (a)
if a Member of a Group ----------------------------
(See Instructions) (b)
----------------------------
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3) SEC Use Only
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4) Citizenship or Place of Organization
United States
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Number of Shares (5) Sole Voting Power None
Beneficially Owned
by Each Reporting (6) Shared Voting Power
Person with
922,400 shares, as to all of which beneficial ownership
is disclaimed
(7) Sole Dispositive Power None
(8) Shared Dispositive Power
922,400 shares, as to all of which beneficial ownership
is disclaimed
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9) Aggregate Amount Beneficially
Owned by Each Reporting Person
922,400 shares, as to all of which beneficial ownership is disclaimed
--------------------------------------------------------------------------------
10) Check if the Aggregate Amount [X]
in Row 9 Excludes Certain
Shares (See Instructions)
--------------------------------------------------------------------------------
11) Percent of Class Represented
by Amount in Row 9 5.28%
--------------------------------------------------------------------------------
12) Type of Reporting Person IN
(See Instructions)
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<PAGE>
Item 1.
------
(a) The name of issuer as to whose securities this statement relates is
Emisphere Technologies Inc. (the "Issuer").
(b) The address of Issuer's principal place of business is 765 Old Saw
Mill River Road, Tarrytown, NY 10591.
Item 2.
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(a-c) This statement is being filed by Amerindo Investment Advisors Inc., a
California corporation whose principal executive offices are located at One
Embarcadero Center, Suite 2300, San Francisco, California, 94111 ("Amerindo"),
Amerindo Investment Advisors, Inc., a Panama corporation, whose principal
executive offices are located at Edificio Sucre, Calle 48 Este, Bella Vista,
Apartado 6277, Panama 5, Panama ("Amerindo Panama"), Alberto W. Vilar
and Gary A. Tanaka (sometimes hereinafter collectively referred to as the
"Reporting Persons"). Although this statement is being made jointly by
the Reporting Persons, each of them expressly disaffirms membership in any
group under Rule 13d-5 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or otherwise. Amerindo and Amerindo Panama are sometimes
hereinafter collectively referred to as the "Advisor Entities."
Each of the Advisor Entities is an investment advisor, and all of the
subject securities have been purchased by the Advisor Entities in the ordinary
course of their respective businesses as investment advisors and not with the
purpose of effecting change or influencing the control of the issuer or in
connection with or as a participant in any transaction having such purpose or
effect, including any transaction subject to Rule 13d-3(b) under the Exchange
Act. Amerindo is registered as an investment advisor under the Investment
Advisors Act of 1940, as amended. Messrs. Vilar and Tanaka are the sole
shareholders and directors of each of the Advisor Entities. Because each of
the Advisor Entities is obligated to act in the best interests of its
respective clients and in accordance with the respective mandates of those
clients, there is no agreement between or among any of the Reporting Persons to
act together with respect to the issuer or its securities, except that they
may, from time to time and provided that transactions are otherwise being
effected at the same time, aggregate orders for client accounts in order to
receive more favorable trading terms.
(d-e) This statement is being filed as to the Common Stock of
Emisphere Technologies Inc., Cusip Number 291345106.
<PAGE>
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-i) Inapplicable.
(j) This statement is being filed jointly by the Reporting Persons,
although each of them expressly disaffirms membership in any group under Rule
13d-5 under the Exchange Act.
Item 4. Ownership.
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(a-c) The following table sets forth for each of the Advisor Entities the
aggregate number of shares of the Common Stock of the Issuer beneficially owned
by such person as of July 21, 2000, and the percentage which such shares
constitute of the total number of shares outstanding, as reflected on the
Issuer's Form 10Q for the Quarter Ended April 30, 2000, unless based on more
recent information obtained directly from the Issuer (with beneficial ownership
determined as set forth in Rule 13d-3 under the Exchange Act, but with
beneficial ownership being expressly disclaimed). Messrs. Vilar and Tanaka,
as the sole shareholders and directors of the Advisor Entities, share with each
other investment and dispositive power as to all of the shares shown as owned
by the Advisor Entities, who otherwise have sole investment and dispositive
power with respect thereto, except that each client of the Advisor Entities has
the unilateral right to terminate the advisory agreement with the Advisor
Entity in question on notice which typically need not exceed 30 days.
Name No. of Shares Percent of Class
---- --------------- ------------------
Amerindo 616,900 3.53%
Amerindo Panama 305,500 1.75%
Alberto W. Vilar 922,400 5.28%
Gary A. Tanaka 922,400 5.28%
<PAGE>
Item 5. Ownership of Five Percent or Less of a Class.
------ --------------------------------------------
Inapplicable.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
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The subject shares are all owned by clients of the Advisor Entities.
No such person's interest in the securities included in this report exceeds 5%
of the class outstanding.
Item 7. Identification and Classification of the Subsidiary Which
------ ---------------------------------------------------------
Acquired the Security Being Reported on By the Parent Holding
-------------------------------------------------------------
Company.
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Inapplicable.
Item 8. Identification and Classification of Members of the Group.
------ ---------------------------------------------------------
(a-c) This statement is being filed by Amerindo Investment Advisors Inc., a
California corporation whose principal executive offices are located at One
Embarcadero Center, Suite 2300, San Francisco, California, 94111 ("Amerindo"),
Amerindo Investment Advisors, Inc., a Panama corporation, whose principal
executive offices are located at Edificio Sucre, Calle 48 Este, Bella Vista,
Apartado 6277, Panama 5, Panama ("Amerindo Panama"), Alberto W. Vilar and
Gary A. Tanaka (sometimes hereinafter collectively referred to as the
"Reporting Persons"). Although this statement is being made jointly by the
Reporting Persons, each of them expressly disaffirms membership in any group
under Rule 13d-5 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or otherwise. Amerindo and Amerindo Panama are sometimes
hereinafter collectively referred to as the "Advisor Entities."
Each of the Advisor Entities is an investment advisor, and all of the
subject securities have been purchased by the Advisor Entities in the ordinary
course of their respective businesses as investment advisors and not with the
purpose of effecting change or influencing the control of the issuer or in
connection with or as a participant in any transaction having such purpose or
effect, including any transaction subject to Rule 13d-3(b) under the Exchange
Act. Amerindo is registered as an investment advisor under the Investment
Advisors Act of 1940, as amended. Messrs. Vilar and Tanaka are the sole
shareholders and directors of each of the Advisor Entities. Because each of
the Advisor Entities is obligated to act in the best interests of its
respective clients and in accordance with the respective mandates of those
clients to act in the best interest of the beneficiaries thereof, there is no
agreement between or among any of the Reporting Persons to act together with
respect to the issuer or its securities, except that they may, from time to
time and provided that transactions are otherwise being effected at the same
time, aggregate orders for client accounts in order to receive more favorable
trading terms.
(d-e) This statement is being filed as to the Common Stock of
Emisphere Technologies Inc., Cusip Number 291345106.
Item 9. Notice of Dissolution of Group.
------ ------------------------------
Inapplicable.
<PAGE>
Item 10. Certification.
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By signing below, the undersigned certify that, to the best of their
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.
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief
of the undersigned, we certify that the information set forth in this
statement is true, complete and correct.
AMERINDO INVESTMENT ADVISORS INC.,
a California corporation
By: /s/ Alberto W. Vilar
-------------------------------
ALBERTO W. VILAR, PRESIDENT
AMERINDO INVESTMENT ADVISORS, INC.,
a Panama corporation
By: /s/ Alberto W. Vilar
------------------------------
ALBERTO W. VILAR, DIRECTOR
By: /s/ Alberto W. Vilar
------------------------------
ALBERTO W. VILAR
/s/ Gary A. Tanaka
------------------------------
GARY A. TANAKA
<PAGE>
EXHIBIT A
EMISPHERE TECHNOLOGIES INC.
COMMON STOCK
291345106
We hereby agree that the within Statement on Schedule 13G/A regarding our
beneficial ownership of Common Stock is filed on behalf of each of us.
AMERINDO INVESTMENT ADVISORS INC.,
a California corporation
By: /s/ Alberto W. Vilar
---------------------------------
ALBERTO W. VILAR, PRESIDENT
AMERINDO INVESTMENT ADVISORS, INC.,
a Panama corporation
By: /s/ Alberto W. Vilar
---------------------------------
ALBERTO W. VILAR, DIRECTOR
By: /s/ Alberto W. Vilar
---------------------------------
ALBERTO W. VILAR
/s/ Gary A. Tanaka
---------------------------------
GARY A. TANAKA
<PAGE>
EXHIBIT B
EMISPHERE TECHNOLOGIES INC.
COMMON STOCK
291345106
Although we hereby disaffirm the existence of a group as set forth under Rule
13d-5 under the Securities Exchange Act of 1934, as amended, this statement
is being made on behalf of Amerindo Investment Advisors Inc., Amerindo
Investment Advisors, Inc., Alberto W. Vilar and Gary A. Tanaka.
AMERINDO INVESTMENT ADVISORS INC.,
a California corporation
By: /s/ Alberto W. Vilar
---------------------------------
ALBERTO W. VILAR, PRESIDENT
AMERINDO INVESTMENT ADVISORS, INC.,
a Panama corporation
By: /s/ Alberto W. Vilar
---------------------------------
ALBERTO W. VILAR, DIRECTOR
By: /s/ Alberto W. Vilar
---------------------------------
ALBERTO W. VILAR
/s/ Gary A. Tanaka
---------------------------------
GARY A. TANAKA
