U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
FORM 3
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(f) of the Investment Company Act of 1940
1. Name and Address of Reporting Person
Elliott Associates, L.P.
712 Fifth Avenue
New York, New York 10019
2. Date of Event Requiring Statement (Month/Day/Year)
4/8/99
2. IRS or Social Security Number of Reporting Person (Voluntary)
4. Issuer Name and Ticker or Trading Symbol
Vion Pharmaceuticals, Inc. (VION)
5. Relationship of Reporting Person to Issuer (Check all applicable)
[ ] Director [ ] Officer (give title below) [ ] Chairman [x] 10% Owner
[ ] Other (specify below)
6. If Amendment, Date of Original (Month/Day/Year)
7. Individual or Joint/Group Filing (Check applicable line)
[x] Form filed by one Reporting Person [ ] Form filed by more than one
Reporting Person
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Table I Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)
Common Stock, par value $.01
2. Amount of Securities Beneficially Owned (Instr. 4)
625,468
3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)
D
3. Nature of Indirect Beneficial Ownership (Instr. 4)
N/A
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
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Table II - Derivative Securities Beneficially Owned (e.g. puts, calls,
warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)
(a) 5% Convertible Preferred Stock Series 1998 (b) Class A Warrants (c)
Class B Warrants*
2. Date Exercisable and Expiration Date (Month/Day/Year)
Date Exercisable
(a) Immediately
(b) Immediately
(c) Immediately
Expiration Date
(a) Mandatory redemption for cash on 6/30/03
(b) 8/13/00
(c) 8/13/00
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)
Title
(a) Common Stock
(b) Class B Warrants and Common Stock
(c) Common Stock
Amount or Number of Shares
(a) 722,195
(b) 78,132 Class B Warrants and 78,132 shares of Common Stock
(c) 78,132
4. Conversion or Exercise Price of Derivative Security
(a) $3.60
(b) $4.63
(c) $6.23
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)
(a) D
(b) D
(c) D
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6. Nature of Indirect Beneficial Ownership (Instr. 5)
Not applicable.
Explanation of Responses:
* These securities represent the Class B Warrants into which the
Reporting Person's Class A Warrants described in 1(b) of this Table II are
exercisable.
** Intentional misstatement or omissions of facts constitute Federal Criminal
Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
ELLIOTT ASSOCIATES, L.P.
By: /s/ Paul E. Singer April 16, 1999
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Paul E. Singer, General Partner
**Signature of Reporting Person Date
(Page 4 of 4)
