SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 19)
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Interneuron Pharmaceuticals, Inc.
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(Name of Issuer)
Common Stock, $.001 par value
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(Title of Class of Securities)
460573108
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(CUSIP Number)
Nadine Shaoul, D.H. Blair Investment Banking Corp.
44 Wall Street, New York, NY 10005 (212) 495-4163
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 1, 1996
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(Date of Event which Requires FIling of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b) (3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [ ].(A fee
is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*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 1 of 9 pages
Exhibit Index - Page 6
<PAGE>
CUSIP No. 460573108 13D Page 2 of 9 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J. Morton Davis
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 Source of Funds
See Item #3 herein.
- -------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is required pursuant to
Items 2(d) or 2(e)
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 10,060,393
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 10,060,393
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,039,758
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
X
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP No. 460573108 13D Page 3 of 9 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
D.H. Blair Holdings, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 Source of Funds
See Item #3 herein.
- -------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is required pursuant to
Items 2(d) or 2(e)
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
X
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP No. 460573108 13D Page 4 of 9 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
D.H. Blair Investment Banking Corp.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 Source of Funds
See Item #3 herein.
- -------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is required pursuant to
Items 2(d) or 2(e)
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 8,772,993
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
8,772,993
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,772,993
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
X
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
BD
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Page 5 of 9 Pages
J. Morton Davis, D.H. Blair Holdings, Inc. ("Blair Holdings"),
and D.H. Blair Investment Banking Corp. ("Blair Investment"),
(collectively, the "Reporting Parties") hereby amend the following
items in their statement on Schedule 13D relating to the common stock,
$.001 par value ("shares") of Interneuron Pharmaceuticals, Inc. (the
"Issuer") as follows:
Item 2. (c) is hereby amended in its entirety as follows:
Mr. Davis is an investment banker and sole shareholder of Blair
Investment (1), a broker-dealer registered under the Securities
Exchange Act of 1934. Prior to May 1, 1996, Blair Holdings (2) was
solely owned by Mr. Davis, and Blair Investment was a wholly-owned
subsidiary of Blair Holdings. As of May 1, 1996, Blair Holdings merged
into Blair Investment, with Blair Investment being the surviving
corporation.
Item 3. is hereby amended by adding the following new paragraph thereto:
Since the previously filed Schedule 13D, Amendment No. 18, dated
July 29, 1994, Blair Investment used its general funds to (i) effect
the exercise of a Unit Purchase Option to purchase 96,100 Units (4) at
a total exercise price of $807,240.00, (ii) effect the exercise of
288,300 Class A Warrants for a total exercise price of $634,260.00,
(iii) effect the exercise of 288,300 Class B Warrants at a total
exercise price of $1,369,425; and (iv) purchase 153,020 shares at a
total purchase price of $789,928.00.
Since the previously filed Schedule 13D, Amendment No. 18, Rivkalex
Corporation (3) used its general funds to exercise 23,000 Class B
Warrants at a total exercise price of $109,250.00.
Since the previously filed Schedule 13D, Amendment No. 18,
Rosalind Davidowitz used her personal funds to purchase an additional
9,700 shares at an approximate total purchase price of $91,001.00.
Item 4. is hereby partially amended by deleting the first sentence and
and substituting the following sentence therein:
This Amendment is filed solely to report that Blair Holdings has
ceased to be a beneficial owner of more than five percent of the
Issuer's securities as a result of its merger into its subsidiary,
Blair Investment.
__________________________________________________________________________
(1) See attached Exhibit B indicating the executive officers and directors
of Blair Investment and providing information called for by Items 2-6 of this
Schedule 13D.
(2) See attached Exhibit C indicating the executive officers and directors
of Blair Holdings and providing information called for by Items 2-6 of this
Schedule 13D.
(3) Rivkalex Corporation ("Rivkalex") is a private corporation owned by Mr.
Davis' wife, Rosalind Davidowitz. Filing of this statement shall not be deemed
an admission by J. Morton Davis that he beneficially owns the securities
attributed to Rivkalex or Rosalind Davidowitz for any purpose. J. Morton Davis
expressly disclaims beneficial ownership of all securities held by Rivkalex or
Rosalind Davidowitz for any purpose.
(4) Each Unit consisted of three shares and three Class A Warrants. The
Class A Warrants were immediately exercisable and separately transferable from
the Common Stock, and each Class A Warrant entitled the holder thereof to
purchase one share and one Class B Warrant at an exercise price of $2.20 at any
time through March 15, 1996. Each Class B Warrant entitled the holder to
purchase one share at an exercise price of $4.75 through March 15, 1995.
<PAGE>
Page 6 of 9 pages
Item 5. (a) is hereby amended in its entirety as follows:
As of May 1, 1996, Mr. Davis may be deemed to beneficially own (5)
11,039,758 shares or 29.5% of the Issuer's shares issued and
outstanding as follows: (i) 1,043,500 shares owned directly Mr. Davis,
(ii) 8,772,993 shares owned by Blair Investment, (iii) 243,900
shares owned by Engex, Inc. (6), (iv) 321,500 shares owned by Rosalind
Davidowitz, and (v) 657,865 shares owned by Rivkalex Corporation.
As of May 1, 1996, Blair Holdings does not beneficially own any
of the Issuer's shares issued and outstanding, and Blair
Investment may be deemed to beneficially own 8,772,993 shares or
23.4% of the Issuer's shares issued and outstanding as indicated
in (ii) above.
Item 5. (b) is hereby amended in its entirety as follows:
Mr. Davis has sole power to vote or to direct the vote, to dispose
or to direct the disposition of those shares owned directly by him
and those owned by Blair Investment. Rosalind Davidowitz has sole
power to dispose or to direct the disposition of those shares owned
directly by her and those owned by Rivkalex Corporation. Voting
and dispositive decisions regarding shares owned by Engex are made
by Mr. Davis as Chairman of the Board.
Item 5. (c) is hereby amended by adding the following paragraphs and tables
thereto:
In the sixty days prior to May 1, 1996, the following
transactions occurred: (i) on March 15, 1996, Blair Investment
effected the exercise of 288,300 Class B Warrants at $4.75 per share
at a total exercise price of $1,369,425.00, and (ii) on March 15,
1996, Rivkalex Corporation effected the exercise of 23,000 Class B
Warrants at $4.75 per share at a total exercise price of $109,250.00.
As of May 1, 1996, Blair Holdings was merged into its
subsidiary, Blair Investment and is no longer in existence.
On January 10, 1996, Blair Investment transferred 1,043,500 of the
Issuer's shares to Mr. Davis.
Item 5. (e) is hereby amended by adding the following paragraph thereto:
On May 1, 1996, Blair Holdings ceased to be a beneficial owner of
more than five percent of the Issuer's securities.
Exhibit B - Exhibit B is hereby amended in its entirety and attached hereto.
Exhibit C - Exhibit C is hereby amended in its entirety and attached hereto.
____________________________________________________________________________
(5) Not included herein are 3,600 shares owned by Kinder Investments, L.P.
("Kinder"). Kenton E. Wood, the general partner of Kinder, is the Chairman
and Chief Executive Officer of D.H. Blair & Co., Inc. ("Blair") and a stock-
holder and Director of Blair. Certain limited partners of Kinder are
stockholders of Blair. The limited partners of Kinder are the children and
grandchildren of Mr. Davis. Blair Investment, Blair Holdings, and Mr. Davis
disclaim for purposes of Section 13 or otherwise beneficial ownership of any
Interneuron Pharmaceuticals, Inc. shares owned by Kinder, Blair, or Mr. Wood.
Kinder disclaims for purposes of Section 13 or otherwise ownership of any
Interneuron Pharmaceuticals, Inc. shares owned by Blair, Blair Investment,
Blair Holdings, or Mr. Davis.
(6) Engex, Inc. ("Engex") is an investment company registered under Section 8
of the Investment Company Act. Mr. Davis is reporting as a beneficial owner
of the securities owned by Engex because of his role as investment advisor to
Engex. Filing of this statement shall not be deemed an admission by J. Morton
Davis that he beneficially owns the securities attributed to Engex for any
purpose. J. Morton Davis expressly disclaims beneficial ownership of all
securities held by Engex for any purpose.
<PAGE>
Page 7 of 9 pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, we
certify that the information set forth in this statement is true, complete
and correct.
/s/ J. Morton Davis
Date: May 1, 1996 _____________________________
New York, New York J. Morton Davis
D.H. BLAIR HOLDINGS, INC.
/s/ David Nachamie
Date: May 1, 1996 by_____________________________
New York, New York David Nachamie
Treasurer
D.H. BLAIR INVESTMENT BANKING CORP.
/s/ David Nachamie
Date: May 1, 1996 by_____________________________
New York, New York David Nachamie
Treasurer
Page 8 of 9 pages
EXHIBIT B
The name and principal occupation or employment, which in each instance is
with D.H. Blair Investment Banking Corp. ("Blair Investment") located at 44
Wall Street, New York, New York, 10005, of each executive officer and director
of Blair Investment is as follows:
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT
Davis, Joseph Morton President,
Chief Executive Officer, Director,
Chairman of the Board
Nachamie, David Treasurer
Bell, Martin A. Vice Chairman,
General Counsel
Wasserman, Brian A. Senior Vice President,
Chief Financial Officer
Item 2.
During the last five years, none of the above persons (to the best of
Blair Investments' knowledge) was convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result or such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to federal or state securities laws or finding any
violation with respect to such laws.
Item 3. - 6. herein are amended by adding the following paragraphs thereto:
See Mr. Davis' responses herein.
On March 11, 1996, Mr. Bell sold 800 Class B Warrants in the open market
at a sale price of $25.48 for a total sale price of $20,384.50. As of
March 11, 1996, he no longer owned any of the Issuer's securities.
As of May 1, 1996, Mr. Nachamie may be deemed to be the beneficial owner of
11,500 shares as follows; (i) 5,500 shares owned directly by him, (ii) 1,500
shares owned jointly with his wife, Evelyn Nachamie, and (iii) 4,500 shares
owned directly by Mrs. Nachamie. Mr. Nachamie disclaims beneficial ownership of
the securities owned by his wife for any purpose. He owns these securities for
investment purposes only, and has sole voting and dispositive control over any
securities owned by him. On March 15, 1996, Mr. Nachamie used his personal funds
to exercise 1,500 Class B Warrants at $4.75 per share, and Mrs. Nachamie used
her personal funds to exercise 1,500 Class B Warrants at $4.75 per share, for a
total exercise price of $7,125.00, respectively. On April 30, 1996, Mr.
Nachamie sold 1,000 shares at $41.484375 per share on the open market.
Mr. Wasserman does not beneficially own any of the Issuer's shares.
Page 9 of 9 pages
EXHIBIT C
The name and principal occupation or employment, which in each instance is
with D.H. Blair Holdings, Inc. ("Blair Holdings") located at 44 Wall Street, New
York, New York, 10005, of each executive officer and director of Blair
Investment is as follows:
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT
Davis, Joseph Morton President,
Chief Executive Officer, Director,
Chairman of the Board
Nachamie, David Treasurer
Bell, Martin A. Vice Chairman,
General Counsel
Wasserman, Brian A. Senior Vice President,
Chief Financial Officer
Item 2.
During the last five years, none of the above persons (to the best of
Blair Investments' knowledge) was convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result or such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to federal or state securities laws or finding any
violation with respect to such laws.
Item 3. - 6. herein are amended by adding the following paragraphs thereto:
See Mr. Davis' responses herein.
On March 11, 1996, Mr. Bell sold 800 Class B Warrants in the open market
at a sale price of $25.48 for a total sale price of $20,384.50. As of
March 11, 1996, he no longer owned any of the Issuer's securities.
As of May 1, 1996, Mr. Nachamie may be deemed to be the beneficial owner of
11,500 shares as follows; (i) 5,500 shares owned directly by him, (ii) 1,500
shares owned jointly with his wife, Evelyn Nachamie, and (iii) 4,500 shares
owned directly by Mrs. Nachamie. Mr. Nachamie disclaims beneficial ownership of
the securities owned by his wife for any purpose. He owns these securities for
investment purposes only, and has sole voting and dispositive control over any
securities owned by him. On March 15, 1996, Mrs. Nachamie used his personal
funds to exercise 1,500 Class B Warrants at $4.75 per share, and Mrs. Nachamie
used her personal funds to exercise 1,500 Class B Warrants at $4.75 per share,
for a total exercise price of $7,125.00, respectively. On April 30, 1996, Mr.
Nachamie sold 1,000 shares at $41.484375 per share on the open market.
Mr. Wasserman does not beneficially own any of the Issuer's shares.
