UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Immulogic Pharmaceutical Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
4525R100
(CUSIP Number)
Marc Weitzen, Esq.
Gordon Altman Weitzen Shalov & Wein
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)
January 10, 2000
(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).
*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).
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SCHEDULE 13D
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Item 1. Security and Issuer
This Amendment Number 2 to Schedule 13D filed with the U.S.
Securities and Exchange Commission on September 7, 1999, by High River Limited
Partnership, a Delaware limited partnership, Riverdale LLC, a New York limited
liability company, and Carl C. Icahn, a citizen of the United States of America
(collectively, the "Registrants"), relates to the common stock, par value $0.01
per share ("Shares"), of Immulogic Pharmaceutical Corporation, a Delaware
corporation (the "Issuer"), and is filed to furnish the information set forth
herein and correct the information set forth in Amendment Number 1 to Schedule
13D which was incorrectly filed with the U.S. Securities and Exchange Commission
on January 12, 2000. The address of the principal executive offices of the
Issuer is 610 Lincoln Street, Waltham, MA 02154.
Item 4. Purpose of Transaction
A representative of Registrants had discussions with and sent
a letter to a representative of Issuer in which Registrants propose a
transaction with Issuer which might result in, among other things: (i) the
acquisition by Registrants of additional Shares, (ii) the disposition of Shares
by certain persons, (iii) the merger of the Issuer, (iv) a change in the present
board of directors of the Issuer and (v) waiver of the Issuer's poison pill. See
Exhibit 2 hereto which is incorporated herein in its entirety.
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 they hold in the open market,
private transactions or otherwise.
Item 7. Material to be Filed as Exhibits
1. Joint Filing Agreement of the Registrants
2. Letter to Carl S. Goldfisher, M.D., dated January 10, 2000
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SIGNATURE
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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: January 12, 2000
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)
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EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended, each of the persons named below agree to the joint
filing of a statement on Schedule 13D, including amendments thereto, with
respect to the common stock, par value $0.01 per share, of Immulogic
Pharmaceutical Corporation, and further agree that this Joint Filing Agreement
be included as an exhibit to such filings, provided that, as contemplated by
Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness or
accuracy of the information concerning the other persons making the filing,
unless such person knows or has reason to believe that such information is
inaccurate.
This Joint Filing Agreement may be executed in any number of
counterparts, all of which collectively shall constitute one and the same
instrument.
Dated: January 12, 2000
By: /s/Carl C. Icahn
Carl C. Icahn
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
(Signature Page of Schedule 13D with respect to Immulogic
Pharmaceutical Corporation)
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EXHIBIT 2
January 10,2000
Carl S. Goldfisher, M.D.
Chief Financial Officer
Imclone System Inc.
180 Varick St.
New York, NY 10014
Dear Dr. Goldfisher:
Pursuant to our discussions regarding Immulogic, we are pleased to send you the
following explanation of how Icahn Associates may increase its stake in
Immulogic with a view to guaranteeing value for all shareholders.
We envision a transaction initiated by an Affiliate of Icahn Associates
("Affiliate") which would result in the Affiliate owning 40-45% of the
outstanding stock of Immulogic. The remaining shareholders would keep their
Immulogic stock and receive one contingent value right ("CVR") for each share of
Immulogic stock which they own. The CVR's would guarantee the holder a minimum
value of $0.30 per share by entitling the holder to a cash payment in the amount
by which the trading price of Immulogic stock is below $0.30 per share on June
30,2001.
The transaction would be structured as follows:
(1) A subsidiary of the Affiliate would merge into Immulogic ("Merger") by
offering current shareholders a choice of receiving cash in excess of
liquidating value or a combination of Immulogic stock and a CVR. In
order to effect the transaction, the application of Immulogic's poison
pill and the applicability of Section 203 of the Delaware Corporation
Law would have to be waived.
(2) To the extent existing shareholders oversubscribe for either the cash
or stock portion of the Merger consideration, they would be scaled back
pro rata and allocated a proportional share of stock and CVRs to insure
that Icahn Associates and its affiliates would own 40-45% of the stock
of Immulogic (8.2-9.3mm shares) after the Merger. A maximum of
5.2-6.2mm shares would be acquired for cash in the Merger.
(3) Individuals nominated by Icahn Associates would represent a majority of
the Board of Directors of Immulogic at the conclusion of the
transaction.
(4) Icahn Associates or an affiliate would then lend to Immulogic an amount
in the range of $30mm on terms to be worked out with the current Board
to permit Immulogic to
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have the funds with which to seek to acquire businesses and/or assets
and become profitable. It is contemplated that the loan would be senior
debt of Immulogic which would have to be repaid in no more than 5
years.
(6) As previously discussed, Immulogic stock would be subjected to typical
transfer restrictions.
We believe the transaction outlined above would enable Icahn Associates to
realize significant value for all shareholders by guaranteeing all shareholders
a minimum value of $0.30 per share. We would be pleased to discuss this proposal
further with you sometime this week.
Best regards,
Russell Glass
01/12/00; 05:15 PM
44160/1010/DOCS/406650.3
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