UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.)*
Immulogic Pharmaceutical Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
4525R100
(CUSIP Number)
Marc Weitzen, Esq.
Gordon Altman Weitzen Shalov & Wein LLP
114 West 47th Street, 20th Floor
New York, New York 10036
(212) 626-0800
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 25, 1999
(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 the 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
disclosures provided in a prior cover page.
The information required on 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>
SCHEDULE 13D
CUSIP No. 4525R100
1 NAME OF REPORTING PERSON
High River Limited Partnership
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 13-3626974
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) //
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
3,006,000
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
3,006,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,006,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.75%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 4525R100
1 NAME OF REPORTING PERSON
Riverdale LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 13-3903766
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) //
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
3,006,000
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,006,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,006,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.75%
14 TYPE OF REPORTING PERSON*
OO
<PAGE>
SCHEDULE 13D
CUSIP No. 4525R100
1 NAME OF REPORTING PERSON
Carl C. Icahn
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) //
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
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 of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
3,006,000
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,006,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,006,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.75%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
------------
Item 1. Security and Issuer
This Schedule 13D relates to the common stock, par value $0.01
per share ("Shares"), of Immulogic Pharmaceutical Corporation, a Delaware
corporation (the "Issuer" or "Brooke Group"). The address of the principal
executive offices of the Issuer is 610 Lincoln Street, Waltham, MA 02154.
Item 2. Identity and Background
The persons filing this statement are High River Limited
Partnership, a Delaware limited partnership ("High River"), Riverdale LLC, a New
York limited liability company ("Riverdale") and Carl C. Icahn, a citizen of the
United States of America (collectively, the "Registrants"). The principal
business address and the address of the principal office of the Registrants is
100 South Bedford Road, Mount Kisco, New York 10549, with the exception of Carl
C. Icahn, whose principal business address is c/o Icahn Associates Corp., 767
Fifth Avenue, 47th Floor, New York, New York 10153.
Riverdale is the general partner of High River. Riverdale is
wholly owned by Carl C. Icahn. Registrants may be deemed to be a "group" with
the meaning of Section 13(d)(3) promulgated under the Securities Exchange Act of
1934, as amended (the "Act").
High River is primarily engaged in the business of investing
in securities. Riverdale is primarily engaged in the business of owning real
estate and acting as general partner of High River. Carl C. Icahn's present
principal occupation or employment is acting as President and a Director of
Starfire Holding Corporation, a Delaware corporation ("Starfire"), and as the
Chairman of the Board and Director of various Starfire's subsidiaries, including
ACF Industries, Incorporated, a New Jersey corporation ("ACF"). Starfire, whose
principal business address is 100 South Bedford Road, Mount Kisco, New York
10549, is primarily engaged in the business of holding, either directly or
through its subsidiaries, a majority of the common stock of ACF. ACF is
primarily engaged in the business of leasing, selling and manufacturing railroad
freight and tank cars.
<PAGE>
The name, citizenship, present principal occupation or
employment and business address of each member of Riverdale is set forth in
Schedule A attached hereto.
Carl C. Icahn is a member of Riverdale and owns 100% of the
interests therein. As such, Mr. Icahn is in a position directly and
indirectly to determine the investment and voting decisions made by
Registrants.
Neither High River, Riverdale, Mr. Icahn, nor any executive
officer or director of any of the Registrants, has, during the past five years,
(a) been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or (b) been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of 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 a finding of any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration
The aggregate purchase price of the 3,006,000 Shares purchased
by the Registrants, is $6,763,500. The source of funding for the purchase of
these Shares is general working capital of the Registrants.
Item 4. Purpose of Transaction
Registrant purchased the Shares because it believed that there
was additional value in the Shares, especially in the event the liquidation plan
was not adopted by the stockholders. Prior to the stockholders vote adopting the
Plan of Liquidation, representative of Registrant had discussions with and made
proposals to representatives of Issuer with a view to enhancing the possibility
of being able to develop the additional values. See Exhibits 2 and 3 hereto.
Subsequent to the stockholder vote, discussions have continued with management
of Issuer to determine whether it is possible to and, if so, how to increase
stockholder values, which could under certain circumstances, lead to the
abandonment of the liquidation without affecting Issuer's already declared
distribution.
Registrants reserve the right to acquire additional Shares
from time to time in the open market, private transactions or from the Issuer,
or otherwise, and/or to dispose of any shares it holds in the open market,
private transactions or otherwise.
Item 5. Interest in Securities of the Issuer
(a) As of the close of business on August 25, 1999,
Registrants may be deemed to beneficially own in the aggregate 3,006,000 Shares
representing approximately 14.75% of the Issuer's outstanding Shares (based upon
the 20,378,046 Shares stated to be outstanding as of August 16, 1999, by the
Issuer in the Issuer's 10-Q filing filed with the Securities and Exchange
Commission (the "SEC"). Registrants have direct beneficial ownership of the
Shares as follows:
<PAGE>
NAME NUMBER OF APPROXIMATE PERCENTAGE
SHARES OF OUTSTANDING SHARES
High River 3,006,000 14.75%
Riverdale and Mr. Icahn, by virtue of their relationships to
High River (as disclosed in Item 2), may be deemed to beneficially own (as that
term is defined in Rule 13d-3 under the Act) the Shares which High River
directly beneficially owns. Each of Riverdale and Mr. Icahn disclaims beneficial
ownership of such Shares for all other purposes.
To the best of Registrants' knowledge, except as set forth
herein, neither the directors nor the executive officers of the Registrants
beneficially own any Shares.
(b) High River has sole voting power and sole dispositive
power with regard to 3,006,000 Shares. Riverdale has shared voting power and
shared dispositive power with regard to 3,006,000 Shares. Carl C. Icahn has
shared voting power and shared dispositive power with regard to 3,006,000
Shares.
(c) The following sets forth all transactions with respect to
Shares effected during the past sixty days by each of the persons named in Item
5(a) above.
On August 25, 1999, as a result of the purchases executed on
Nasdaq, High River acquired 2,656,000 Shares of Immulogic Pharmaceutical
Corporation ("IPC") at $2.25 per share and in a privately negotiated transaction
it additionally acquired 350,000 Shares of IPC at $2.25 per share, bringing the
total number of shares so acquired to 3,006,000.
(d) No other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of any
Shares which Registrants may be deemed to beneficially own.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationship with
Respect to Securities of the Issuer
Registrants are party to a Joint Filing Agreement, a copy of
which is attached hereto as Exhibit 1, with respect to the filing of this
statement and any amendments thereto.
Item 7. Material to be Filed as Exhibits
1. Joint Filing Agreement of the Registrants
2. Letter to Immologic Pharmaceutical Corp., dated August 20, 1999
3. Letter to Immologic Pharmaceutical Corp., dated August 24, 1999
<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: September 7, 1999
RIVERDALE LLC
By: /s/Carl C. Icahn
Carl C. Icahn
Its: Member
HIGH RIVER LIMITED PARTNERSHIP
By: RIVERDALE LLC
Its: General Partner
By: /s/Carl C. Icahn
Carl C. Icahn
Its: Member
Carl C. Icahn
By: /s/Carl C. Icahn
Carl C. Icahn
(Signature Page of Schedule 13D with respect to Immulogic
Pharmaceutical Corporation)
<PAGE>
SCHEDULE A
----------
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS
Name, Business Address and Principal Occupation of
Each Member of Riverdale
The following sets forth the name, position, and principal occupation
of each member of Riverdale. Each such person is a citizen of the United States
of America. Except as otherwise indicated, the business address of each director
and officer is c/o Icahn Associates Corp., 767 Fifth Avenue, 47th Floor, New
York, New York 10153. To the best of Registrants' knowledge, except as set forth
in this statement on Schedule 13D, none of the directors or executive officers
of the Registrants own any shares of the Issuer.
RIVERDALE LLC
Name Position Principal Occupation
- ---- -------- --------------------
Carl C. Icahn Member See Item 2 herein
Officer of various Icahn
affiliated entities
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange
Act of 1934, as amended, the persons named below agree to the joint filing on
behalf of each of them of a statement on Schedule 13D (including amendments
thereto) with respect to the Common Stock, par value $.01 per share of Immulogic
Pharmaceutical Corporation and further agree that this Joint Filing Agreement be
included as an Exhibit to such joint filings. In evidence thereof, the
undersigned, being duly authorized, have executed this Joint Filing Agreement
this 7th day of September, 1999.
Dated: September 7, 1999
By: /s/ Carl C. Icahn
Carl C. Icahn
RIVERDALE LLC
By: /s/ Carl C. Icahn
Carl C. Icahn
Manager
HIGH RIVER LIMITED PARTNERSHIP
By: Riverdale LLC
By: /s/ Carl C. Icahn
Carl C. Icahn
Manager
(Signature page of Schedule 13D - Joint Filing Agreement for
Immulogic Pharmaceutical Corporation)
Icahn Associates Corp.
767 Fifth Avenue
New York, NY 10153
August 20, 1999
Immulogic Pharmaceutical Corporation
610 Lincoln Street
Waltham, MA 02154
Attention: Richard Crowley
Gentlemen:
As you are aware Icahn Associates Corporation, together with its affiliates, has
a strong interest in becoming a large stockholder of Immulogic and, as an
alternative to the liquidation of Immulogic, providing funds for the future
business and growth of the Company which would serve to enhance stockholder
value. In order to accomplish these objectives, we desire to purchase all or
substantial portions of blocks owned by one or two holders of Immulogic and then
commence a tender offer to be made to all remaining stockholders.
We have the following proposal for consideration by the Board of Immulogic,
which if acceptable, should mean that the Board's liquidation plan would be
terminated without being voted upon by the stockholders.
1. We are seeking to purchase all or a portion of the blocks held by your two
largest stockholders at a price which we deem satisfactory and, if we are
successful in doing so, we would require that the Board of Directors, prior to
the Closing of the purchases, waive the application of the poison pill and
Section 203 of the Delaware Corporation law, to the extent applicable, to the
undersigned and its affiliates.
The following provisions and our proposal assume and are conditioned upon our
being successful in making the purchases of the blocks of stock referred to in
Paragraph 1.
<PAGE>
2. To the extent that the Board of Directors deemed it advisable, Immulogic
would then distribute to its stockholders of record prior to the closing of the
tender described in the next paragraph, a cash dividend in the amount of up to
$1.00 per share.
3. We would then commence a tender offer at a price of $1.00 per share (assuming
the Board declared the dividend of $1.00 per share to all the stockholders) for
a number of shares which, when added to the number of shares that we are able to
purchase from the two holders, would give us at least 40% of the outstanding
common stock, on the basis that if more shares were tendered each tendering
shareholder would be pro-rated. The tender offer would be conditioned upon the
following events occurring prior to the closing of the tender, which would take
place as soon as permitted after the conditions have been met and after we have
been tendered a minimum number of shares which, in addition to the shares which
we would already own, would give us 30% of Immulogic's outstanding common stock.
a. The Board would agree that the poison pill would not apply to the
acquisition of the shares in the tender and any other shares which we may
acquire after the date that the tender offer terminates.
b. The Board would, if necessary, approve the acquisition by us of more
than 15% of the common stock of Immulogic so that the restrictions of Section
203 of the Delaware Corporation Law would not apply to us.
c. The Company would cooperate with us in making the tender offer in
respect of matters such as making available to us stockholder lists.
d. All regulatory approvals, if any, and waiting periods, such as under
the Hart-Scott- Rodino legislation would be accomplished.
e. Other usual and normal conditions for a tender offer would also
apply but there would be no condition that required us to obtain financing for
the tender offer.
4. We would then lend to Immulogic from $30-$50 million on terms to be worked
out with the Board to permit Immulogic to have the funds with which to seek to
acquire businesses and become profitable. We would contemplate that the loan
would be senior debt of the Company which would have to be repaid in no more
than 5 years.
5. At the closing of the tender offer, our nominees would have been elected as
directors by the current Board and would represent a majority of the directors
on the Board of Immulogic. Each of us would cooperate to make such filings and
disclosures as are necessary and appropriate to accomplish this.
<PAGE>
In the event that the foregoing is acceptable to you please so indicate in the
space provided below whereupon our respective counsel would commence the
preparation of formal agreements to
reflect the foregoing. However, it is intended that both of us would be bound
when this letter is approved by us and Immulogic. This proposal will expire at 5
p.m. Eastern Daylight Time on Monday, August 23, 1999, if it has not been agreed
to and executed by Immulogic prior to that time.
Very truly yours,
Icahn Associates Corp.
By /s/ Russell Glass
President
Agreed:
Immulogic Pharmaceutical Corporation
By________________________________
Icahn Associates Corp.
767 Fifth Avenue
New York, NY 10153
August 24, 1999
By Fax: 978-474-4255
Immulogic Pharmaceutical Corporation
610 Lincoln Street
Waltham, MA 02154
Attention: Richard Crowley
Gentleman:
As you are aware, we, with our affiliates, are now the largest stockholder of
your company.
I understand that there is scheduled for August 25, 1999, at 9 AM, a reconvening
of the stockholders meeting for the purpose of stockholders voting on the
Board's proposed plan of
liquidation. I also understand that if the plan is approved at the meeting the
Board may begin to implement the plan by possibly declaring a dividend or
distribution of a substantial amount per share to the stockholders.
As you know, I believe that the adoption of the plan of liquidation is counter
to the best interests of stockholders and I further believe that the Board
should again postpone the meeting in order to continue the dialogue which we
have begun toward finding a way to maximize stockholder value even beyond the
liquidation value. I believe that we are very close to the solution for
unlocking these added values.
However, if the Board does determine to put the plan to a vote tomorrow and
assuming that the stockholders vote in favor of the plan of liquidation, I
implore you not to waste the values which are inherent in the company as a going
concern by declaring the dividend tomorrow. The declaration of the dividend
should be postponed for a period which would allow the Board to continue to
explore with us the ways of unlocking those inherent values, which we have
identified with you, until the Board is finally satisfied that they cannot be
delivered to the stockholders. If the dividend is declared tomorrow, then the
amount of the dividend will be lost as an equity base to the company forever,
substantially inhibiting its ability to raise further funds. The postponement of
the dividend declaration need not be for an excessive period of time but should
be for a period long enough to give us the time to work out the final details of
a plan which should deliver value substantially in excess of the liquidation
amount.
Very truly yours,
Icahn Associates Corp.
By /s/ Russell Glass
