<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 3 )
EMISPHERE TECHNOLOGIES INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
291345106
------------------
(CUSIP Number)
December 31, 1999
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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:
[ 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
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, 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."
- --------------------------------------------------------------------------------
2) Check the Appropriate Box (a)
if a Member of a Group ----------------------------
(See Instructions) (b)
----------------------------
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3) SEC Use Only
- --------------------------------------------------------------------------------
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
667,500 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
667,500 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
667,500 shares in the aggregate for all Reporting Persons and 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 4.61%
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12) Type of Reporting Person IA, IN
(See Instructions)
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<PAGE>
SCHEDULE 13G/A
CUSIP NO. 291345106
- --------------------------------------------------------------------------------
1) Name of Reporting Person
I.R.S. Identification Nos. of above persons (entities only)
AMERINDO INVESTMENT ADVISORS INC.
- --------------------------------------------------------------------------------
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
667,500 shares, as to all of which beneficial ownership
is disclaimed
(7) Sole Dispositive Power None
(8) Shared Dispositive Power
667,500 shares, as to all of which beneficial ownership
is disclaimed
- -------------------------------------------------------------------------------
9) Aggregate Amount Beneficially
Owned by Each Reporting Person
667,500 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 4.61%
- --------------------------------------------------------------------------------
12) Type of Reporting Person IA
(See Instructions)
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<PAGE>
SCHEDULE 13G/A
CUSIP NO. 291345106
- --------------------------------------------------------------------------------
1) Name of Reporting Person
I.R.S. Identification Nos. of above persons (entities only)
ALBERTO W. VILAR
- --------------------------------------------------------------------------------
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
667,500 shares, as to all of which beneficial ownership
is disclaimed
(7) Sole Dispositive Power None
(8) Shared Dispositive Power
667,500 shares, as to all of which beneficial ownership
is disclaimed
- -------------------------------------------------------------------------------
9) Aggregate Amount Beneficially
Owned by Each Reporting Person
667,500 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 4.61%
- --------------------------------------------------------------------------------
12) Type of Reporting Person IN
(See Instructions)
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<PAGE>
SCHEDULE 13G/A
CUSIP NO. 291345106
- --------------------------------------------------------------------------------
1) Name of Reporting Person
I.R.S. Identification Nos. of above persons (entities only)
GARY A. TANAKA
- --------------------------------------------------------------------------------
2) Check the Appropriate Box (a)
if a Member of a Group ----------------------------
(See Instructions) (b)
----------------------------
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
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
667,500 shares, as to all of which beneficial ownership
is disclaimed
(7) Sole Dispositive Power None
(8) Shared Dispositive Power
667,500 shares, as to all of which beneficial ownership
is disclaimed
- -------------------------------------------------------------------------------
9) Aggregate Amount Beneficially
Owned by Each Reporting Person
667,500 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 4.61%
- --------------------------------------------------------------------------------
12) Type of Reporting Person IN
(See Instructions)
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<PAGE>
Item 1.
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(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"),
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 is sometimes
hereinafter referred to as the "Advisor Entity."
The Advisor Entity is an investment advisor, and all of the subject
securities have been purchased by the Advisor Entity in the ordinary
course of its respective business as an investment advisor 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 the Advisor Entity. Because the Advisor
Entity 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.
- ------ ---------
(a-c) The following table sets forth for the Advisor Entity the aggregate
number of shares of the Common Stock of the Issuer beneficially owned
by such person as of December 31, 1999, 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 October 31, 1999, 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 Entity, share
with each other investment and dispositive power as to all of the shares shown
as owned by the Advisor Entity, who otherwise has sole investment and
dispositive power with respect thereto, except that each client of the Advisor
Entity has the unilateral right to terminate the advisory agreement with the
Advisor Entity on notice which typically need not exceed 30 days.
Name No. of Shares Percent of Class
- ---- ------------- ----------------
Amerindo 667,500 4.61%
Alberto W. Vilar 667,500 4.61%
Gary A. Tanaka 667,500 4.61%
<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.
- ------ ---------------------------------------------------------------
The subject shares are all owned by clients of the Advisor Entity.
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.
-------
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"),
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 is sometimes
hereinafter referred to as the "Advisor Entity."
The Advisor Entity is an investment advisor, and all of the subject
securities have been purchased by the Advisor Entity in the ordinary
course of its respective business as an investment advisor 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 the Advisor Entity. Because the Advisor Entity
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.
- ------- -------------
By signing below, the undersigned certify that, to the best of their
knowledge and belief, the securities referred to above were acquired and
are held 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.
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
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
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 the following Reporting Persons:
Name Item 3 Classification
- ----------------------------------- ------------------------------
Amerindo Investment Advisors Inc. (E) Investment Adviser
Alberto W. Vilar (G) Control Person
Gary A. Tanaka (G) Control Person
AMERINDO INVESTMENT ADVISORS INC.,
a California corporation
By: /s/ Alberto W. Vilar
---------------------------------
ALBERTO W. VILAR, PRESIDENT
By: /s/ Alberto W. Vilar
---------------------------------
ALBERTO W. VILAR
/s/ Gary A. Tanaka
---------------------------------
GARY A. TANAKA
