SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-
1(b)(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d - 2(b)
CEPHALON, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
156708109
(CUSIP NUMBER)
Basso Securities Ltd.
1281 East Main Street
Stamford, CT 06902
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
- with copies to -
Ricardo W. Davidovich, Esq.
Tannenbaum Helpern Syracuse & Hirschtritt
900 Third Avenue - 13th Floor
New York, New York 10022
(212) 508-6700
July 17, 2000
(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 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.
Page 1 of 6 Pages
<PAGE>
CUSIP No. 156708109
________________________________________________________________________________
1. Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Basso Securities Ltd.
________________________________________________________________________________
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [_]
________________________________________________________________________________
3. SEC Use Only
________________________________________________________________________________
4. Citizenship or Place of Organization
Delaware
________________________________________________________________________________
Number Of 5. Sole Voting Power
Shares 1,042,980 shares of preferred security convertible
into 2,909,914 shares of common stock
_________________________________________________________________
Beneficially 6. Shared Voting Power
Owned By 0
_________________________________________________________________
Each 7. Sole Dispositive Power
Reporting 1,042,980 shares of preferred security convertible
into 2,909,914 shares of common stock
_________________________________________________________________
Person 8. Shared Dispositive Power
With 0
________________________________________________________________________________
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,042,980 shares of preferred security convertible into 2,909,914 shares of
common stock
________________________________________________________________________________
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
[_]
________________________________________________________________________________
11. Percent of Class Represented by Amount in Row (9)
7.7% of Common Stock_
________________________________________________________________________________
12. Type of Reporting Person (See Instructions)
CO
Page 2 of 6 Pages
<PAGE>
CUSIP No. 156708109
Item 1(a) Name of Issuer:
Cephalon, Inc. (the "Issuer")
Item 1(b) Address of Issuer:
145 Brandywine Parkway
West Chester, PA 19380
United States
Item 2(a) Name of Person Filing:
Basso Securities Ltd.
Item 2(b) Address of Principal Business Office or, if none, Residence:
The address of the reporting person is:
1281 East Main Street
Stamford, CT 06902
Item 2(c) Citizenship:
Delaware, USA
Item 2(d) Title of Class of Securities:
Common Stock, $0.01 par value
Item 2(e) CUSIP Number:
156708109
Item 3 If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or
13d-2(c) promulgated under the Securities Exchange Act of 1934, check
whether the filing person is a:
Page 3 of 6 Pages
<PAGE>
CUSIP No. 156708109
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,
e. |_| Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E),
f. |_| Employee Benefit Plan, or Endowment Fund in accordance with
Rule 13d-1(b)(1)(ii)(F),
g. |_| Parent Holding Company or Control Person, in accordance with
Rule 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;
j. |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4 Ownership:
(a) Amount Beneficially Owned: As of November 9, 2000, an aggregate of
1,042,980 shares of preferred security convertible into 2,909,914 shares of
common stock were beneficially owned by Basso Securities Ltd. as an advisor to
certain funds managed by AIG International Management Company, Inc., as follows:
(i) 716,747 preferred shares (convertible into 1,999,724 shares of common stock)
were held by AIG SoundShore Holdings Ltd., (ii) 199,035 preferred shares
(convertible into 555,308 shares of common stock) were held by AIG SoundShore
Opportunity Holding Fund Ltd. and (iii) 127,198 preferred shares (convertible
into 354,882 shares of common stock) were held by AIG SoundShore Strategic
Holding Fund Ltd. Basso Securities Ltd. disclaims beneficial ownership of the
holdings reported herein.
(b) Percent of Class: 7.7% /1/
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
1,042,980 shares of preferred security convertible into 2,909,914
shares of common stock
(ii) shared power to vote or direct the vote:
--------
/1/ The percentage was calculated by dividing 2,909,914 shares which the
preferred securities held by Basso Securities Ltd. would be exercisable into by
37,797,469 shares (which represents the sum of 34,887,555 shares (outstanding
based on the latest 10Q of the Issuer filed on August 14, 2000) and 2,909,914
shares (representing the number of shares that would be held by Basso Securities
Ltd. upon the exercise of the preferred security)).
Page 4 of 6 Pages
<PAGE>
CUSIP No. 156708109
(iii) sole power to dispose or to direct the disposition of:
1,042,980 shares of preferred security convertible into 2,909,914
shares of common stock
(iv) shared power to dispose or direct the disposition of:
0
Item 5 Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the
following |_|
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
Basso Securities Ltd. has entered into an Advisory Services Agreement
with AIG International Management Company, Inc. ("AIGMCI"), a
registered investment adviser, to act as the portfolio manager to
certain funds managed by AIGMCI. As such, AIGMCI, and AIG SoundShore
Holdings Fund Ltd., a fund to which Basso Securities Ltd. acts as the
portfolio manager, each has more than five percent interest in the
security and has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, such
security.
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
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
Page 5 of 6 Pages
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CUSIP No. 156708109
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.
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.
November 10, 2000
November 10, 2000
-----------------------------
Date
/s/ Howard I. Fischer
-----------------------------
Signature
Howard I. Fischer, President
-----------------------------
Name/Title
