UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Neurogen Corporation
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.025 par value
- -------------------------------------------------------------------------------
(Title of Class of Securities)
64124E106
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(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
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).
<PAGE>
Cusip No. 64124E106 13G
---------
- ------------ ------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Four Partners
- ------------ ------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
- ------------ ------------------------------------------------------------------
3 SEC USE ONLY
- ------------ ------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- --------------------------------- ---------- ----------------------------------
5 SOLE VOTING POWER
1,359,300
NUMBER OF
---------- ----------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
---------- ----------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,359,300
---------- ----------------------------------
WITH 8 SHARED DISPOSITIVE POWER
-0-
- ------------ ------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,359,300
- ------------ ------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|_|
- ------------ ------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.4%
- ------------ ------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
PN
- ------------ ------------------------------------------------------------------
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<PAGE>
Cusip No. 64124E106 13G
---------
- ------------ ------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Four-Fourteen Partners LLC
- ------------ ------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
- ------------ ------------------------------------------------------------------
3 SEC USE ONLY
- ------------ ------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ------------ ------------------------------------------------------------------
5 SOLE VOTING POWER
300,000
NUMBER OF
---------- ----------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
---------- ----------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 300,000
---------- ----------------------------------
WITH 8 SHARED DISPOSITIVE POWER
-0-
- ------------ ------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
300,000
- ------------ ------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|_|
- ------------ ------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.1%
- ------------ ------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
OO
- ------------ ------------------------------------------------------------------
3
<PAGE>
Item 1.
(a) Name of Issuer
Neurogen Corporation (the "Issuer")
(b) Address of Issuer's Principal Executive Offices
35 Northeast Industrial Road
Branford, Connecticut 06405
Item 2.
(a) Name of Persons Filing
This Schedule 13G is being filed jointly by Four Partners
("FP"), a New York general partnership, and Four-Fourteen
Partners LLC ("4-14P"), a Delaware limited liability
company.
The sole partners of FP are Andrew H. Tisch 1991 Trust, for
which Andrew H. Tisch is the managing trustee, Daniel R.
Tisch 1991 Trust, for which Daniel R. Tisch is the managing
trustee, James S. Tisch 1991 Trust, for which James S.
Tisch is the managing trustee, and Thomas J. Tisch 1991
Trust, for which Thomas J. Tisch is the managing trustee.
Thomas J. Tisch has been appointed the Manager of FP.
Andrew H. Tisch, Daniel R. Tisch, James S. Tisch and Thomas
J. Tisch are referred to herein as the "Messrs. Tisch."
The members of 4-14P are trusts for the benefit of the
offspring of the Messrs. Tisch, partnerships the partners
of which are such trusts and partnerships the partners of
which are such partnerships. The Messrs. Tisch serve as
the trustees of such trusts. Thomas J. Tisch has been
appointed the Manager of 4-14P.
(b) Address of Principal Business Office or, if none, Residence
The address of FP and 4-14P is:
c/o Thomas J. Tisch
667 Madison Avenue
New York, NY 10021
(c) Citizenship
FP is a New York general partnership and 4-14P is a Delaware
limited liability company.
(d) Title of Class of Securities
Common Stock, $0.025 par value (the "Shares")
(e) CUSIP Number
64124E106
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<PAGE>
Item 3. If this statement is filed pursuant to Rule 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 registered under section 203 of the
Investment Advisers Act of 1940,
(f) |_| An 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) |_| A parent holding company, in accordance with (section)
240.13d-1(b)(ii)(G) (Note: See Item 7),
(h) |_| A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) |_| A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) |_| Group, in accordance with (section) 240.13d-1(b)
(1)(ii)(J).
If this statement is filed pursuant to (section) 240.13d-1(c),
check this box |X|.
Item 4. Ownership
(a) Amount Beneficially Owned
As of the date hereof, FP is the beneficial owner of
1,359,300 Shares and 4-14P is the beneficial owner of
300,000 Shares. Collectively, FP and 4-14P own 1,659,300
Shares.
(b) Percent of Class
FP is the beneficial owner of 9.4% of the outstanding
Shares and 4-14P is the beneficial owner of 2.1% of the
outstanding Shares. Collectively, FP and 4-14P own 11.5%
of the outstanding Shares.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
FP has directly the sole power to vote or to direct
the vote of the 1,359,300 Shares owned by it and
4-14P has
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<PAGE>
directly the sole power to vote or to direct the
vote of the 300,000 Shares owned by it.
(ii) Shared power to vote or to direct the vote
By virtue of their status as managing trustees of
the trusts which are the general partners of FP and
as trustees of the trusts which are members of 4-14P,
partners of the partnerships that are members of
4-14P and partners of the partnerships that are
partners of the partnerships that are members of
4-14P, the Messrs. Tisch may be deemed to have
indirectly shared power to vote or direct the vote
of the 1,359,300 Shares owned by FP and the 300,000
Shares owned by 4-14P.
(iii) Sole power to dispose or to direct the disposition of
FP has directly the sole power to dispose or direct
the disposition of the 1,359,300 Shares owned by it
and 4-14P has directly the sole power to dispose or
direct the disposition of the 300,000 Shares
owned by it
(iv) Shared power to dispose or to direct the disposition
of
By virtue of their status as managing trustees of the
trusts which are the general partners of FP and as
trustees of the trusts which are members of 4-14P,
partners of the partnerships that are members of
4-14P and partners of the partnerships that are
partners of the partnerships that are members of
4-14P, the Messrs. Tisch may be deemed to have
indirectly shared power to dispose or direct the
disposition of the 1,359,300 Shares owned by FP and
the 300,000 Shares owned by 4-14P.
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
Not applicable.
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
Not applicable.
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<PAGE>
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 not acquired and
are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of such securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
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<PAGE>
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.
Dated: February 12, 1999
FOUR PARTNERS
By: /s/ Thomas J. Tisch
---------------------------------------
Thomas J. Tisch
Manager of Four Partners
FOUR-FOURTEEN PARTNERS LLC
By: /s/ Thomas J. Tisch
---------------------------------------
Thomas J. Tisch
Manager of Four-Fourteen Partners LLC
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<PAGE>
EXHIBIT
AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agree that Amendment
No. 1 to the Schedule 13G dated February [ ], 1999 relating to the Common
Stock, $0.025 par value per share, of Neurogen Corporation, as the same may be
amended from time to time hereafter, is being filed with the Securities and
Exchange Commission on behalf of each of them.
Dated: February [ ], 1999
FOUR PARTNERS
By: /s/ Thomas J. Tisch
------------------------------------
Thomas J. Tisch
Manager of Four Partners
FOUR-FOURTEEN PARTNERS LLC
By: /s/ Thomas J. Tisch
------------------------------------
Thomas J. Tisch
Manager of Four-Fourteen Partners LLC
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