UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(RULE 13d - 102)
Information to be included in statements filed pursuant to
13d-1(b), (c) and (d) and amendments thereto filed pursuant to
13d-2(b)
(Amendment No. )*
Vion Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
927624106
(CUSIP Number)
Martin D. Sklar, Esq., Kleinberg, Kaplan, Wolff & Cohen, P.C.,
551 Fifth Avenue, 18th Floor, New York, New York 10176, Tel:
(212) 986-6000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 30, 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)
Rule 13d-1(c)
Rule 13d-1(d)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-7(b) 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).
(Continued on the Following Pages)
(Page 1 of 10 Pages)<PAGE>
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Elliott Associates, L.P., a Delaware Limited
Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
5 SOLE VOTING POWER
994,129
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
994,129
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
994,129
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.26%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-10
(INCLUDING THE CERTIFICATION IN ITEM 10(a) or 10(b) AS
APPLICABLE), AND THE SIGNATURE ATTESTATION.
<PAGE>
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Westgate International, L.P., a Cayman Islands
Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
996,545
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
996,545
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
996,545
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.28%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-10
(INCLUDING THE CERTIFICATION IN ITEM 10(a) or 10(b) AS
APPLICABLE), AND THE SIGNATURE ATTESTATION.
<PAGE>
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Martley International, Inc., a Delaware corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
996,545
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
996,545
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
996,545
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.28%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-10
(INCLUDING THE CERTIFICATION IN ITEM 10(a) or 10(b) AS
APPLICABLE), AND THE SIGNATURE ATTESTATION.
<PAGE>
ITEM 1(a).Name of Issuer:
Vion Pharmaceuticals, Inc. (the "Issuer")
Item 1(b).Address of Issuer's Principal Executive Offices:
4 Science Park
New Haven, Connecticut 06511
Item 2(a).Name of Person Filing:
The names of the persons filing this statement on Schedule
13G are: Elliott Associates, L.P., a Delaware limited
partnership, and its wholly-owned subsidiaries
("Elliott"), Westgate International, L.P., a Cayman
Islands limited partnership ("Westgate"), and Martley
International, Inc., a Delaware corporation ("Martley").
Paul E. Singer ("Singer") and Braxton Associates, L.P., a
Delaware limited partnership ("Braxton LP"), which is
controlled by Singer, are the general partners of Elliott.
Hambledon, Inc., a Cayman Islands corporation
("Hambledon"), is the sole general partner of Westgate.
Martley is the investment manager for Westgate. Martley
expressly disclaims equitable ownership of and pecuniary
interest in any Common Stock.
Item 2(b).Address of Principal Business Office or, if None,
Residence:
ELLIOTT
The business address of Elliott is 712 Fifth
Avenue, 36th Floor, New York, New York 10019.
SINGER
The business address of Singer is 712 Fifth Avenue,
36th Floor, New York, New York 10019.
BRAXTON LP
The business address of Braxton LP is 712 Fifth
Avenue, 36th Floor, New York, New York 10019.
WESTGATE
The business address of Westgate is Westgate
International, L.P., c/o Midland Bank Trust Corporation
(Cayman) Limited, P.O. Box 1109, Mary Street, Grand
Cayman, Cayman Islands, British West Indies.
HAMBLEDON
The business address of Hambledon is
Hambledon, Inc., c/o Midland Bank Trust Corporation
(Cayman) Limited, P.O. Box 1109, Mary Street, Grand
Cayman, Cayman Islands, British West Indies.
MARTLEY
The business address of Martley is 712 Fifth Avenue,
36th Floor, New York, New York 10019.
Item 2(c).Citizenship:
Elliott is a limited partnership formed under the
laws of Delaware.
Westgate is a limited partnership formed under the
laws of the Cayman Islands, British West Indies.
Martley is a corporation formed under the laws of
Delaware.
Item 2(d).Title of Class of Securities
Common Stock, $.01 par value (the "Common Stock")
Item 2(e).CUSIP Number: 927624106
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 Exchange Act.
(b) Bank as defined in Section 3(a)(6) of the
Exchange Act.
(c) Insurance company defined in Section 3(a)(19)
of the Exchange Act.
(d) Investment company registered under Section 8
of the Investment Company Act.
(e) An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
(f) An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F).
(g) A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G).
(h) A savings association as defined in Section
3(b) of the Federal Deposit Insurance Act.
(i) A church plan that is excluded from the
definition of an investment company under
Section 3(c)(14) of the Investment Company Act;
(j) Group, in accordance with Rule
13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c),
check this box
Item 4. Ownership.
Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer
identified in Item 1.
(a) Amount beneficially owned:
Pursuant to the Certificate of Designation for each
of the Class B Preferred Stock and 5% Preferred
Stock (each as defined below), the Reporting
Persons aggregate percentage ownership of Common
Stock is limited to 9.9% of the outstanding shares
of Common Stock (the "Ownership Limitation"). In
accordance with the Ownership Limitation, the
Reporting Persons beneficially own an aggregate of
1,395,257 shares of Common Stock.
Elliott owns outright 1 share of Common Stock. In
addition, Elliott owns 992 shares of the Issuer's
Class B Convertible Preferred Stock, $.01 par value
("Class B Preferred Stock") and 2,500 shares of the
Issuer's 5% Convertible Preferred Stock Series
1998, par value $.01 ("5% Preferred Stock").
Together, these preferred shares are convertible
into 994,128 shares of Common Stock.
Westgate and Martley together own 1,000 shares of
Class B Preferred Stock and 2,500 shares of 5%
Preferred Stock. Together, these preferred shares
are convertible into 996,545 shares of Common
Stock.
(b) Percent of class:
Elliott's aggregate beneficial ownership of 994,129
shares of Common Stock constitutes 7.26% of all of
the outstanding shares of Common Stock.
Westgate and Martley's aggregate beneficial
ownership of 996,545 shares of Common Stock,
constitutes 7.28% of all of the outstanding shares
of Common Stock.
Together, and in accordance with the Ownership
Limitation, the Reporting Persons have beneficial
ownership of 9.9% of all of the outstanding shares
of Common Stock.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
Elliott has sole power to vote or direct the
vote of 994,129 shares of Common Stock.
(ii) Shared power to vote or to direct the vote
Westgate and Martley together have shared power
to vote or direct the vote of 996,545 shares of
Common Stock.
(iii) Sole power to dispose or to direct the
disposition of
Elliott has sole power to dispose or direct the
disposition of 994,129 shares of Common Stock.
(iv) Shared power to dispose or to direct the
disposition of
Westgate and Martley together have shared power
to dispose or direct the disposition of 996,545
shares of Common Stock.
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
Anther 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.
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 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.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge
and belief, each of the undersigned certifies that the
information with respect to it set forth in this statement is
true, complete, and correct.
Dated: July 6, 1998 ELLIOTT ASSOCIATES, L.P.
By: Braxton Associates, L.P., as
general partner
By: Braxton Associates, Inc.,
as general partner
By:/s/ Ralph DellaCamera
Ralph DellaCamera
Vice-President
WESTGATE INTERNATIONAL, L.P.
By: Martley International, Inc.,
as Investment Manager
By:/s/ Ralph DellaCamera
Ralph DellaCamera
Vice-President
MARTLEY INTERNATIONAL, INC.
By:/s/ Ralph DellaCamera
Ralph DellaCamera
Vice-President
<PAGE>
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on
Schedule 13G with respect to the Common Stock of Vion
Pharmaceuticals, Inc., dated July 6, 1998 is, and any further
amendments thereto signed by each of the undersigned shall be,
filed on behalf of each of the undersigned pursuant to and in
accordance with the provisions of Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended.
Dated: July 6, 1998 ELLIOTT ASSOCIATES, L.P.
By: Braxton Associates, L.P., as
general partner
By: Braxton Associates, Inc.,
as general partner
By:/s/ Ralph DellaCamera
Ralph DellaCamera
Vice-President
WESTGATE INTERNATIONAL, L.P.
By: Martley International, Inc.,
as Investment Manager
By:/s/ Ralph DellaCamera
Ralph DellaCamera
Vice-President
MARTLEY INTERNATIONAL, INC.
By:/s/ Ralph DellaCamera
Ralph DellaCamera
Vice-President
