SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 4)*
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,
New York, New York 10176 Tel: (212) 986-6000 (Name, Address and Telephone Number
of Person Authorized to Receive Notices and Communications)
February 22, 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(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. 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 7)
<PAGE>
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Elliott Associates, L.P.
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
1,483,394
8 SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
1,483,394
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,483,394
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Westgate International, L.P.
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
Cayman Islands, British West Indies
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
1,485,819
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
1,485,819
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,485,819
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Martley International, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
00
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
0
8. SHARED VOTING POWER
1,485,819
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
1,485,819
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,485,819
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This statement is filed pursuant to Rule 13d-2(a) with respect to the
shares of common stock, $.01 par value (the "Common Stock") of Vion
Pharmaceuticals, Inc. (the "Issuer") beneficially owned by the Reporting Persons
specified herein as of February 22, 2000 and amends and supplements the Schedule
13D dated August 14, 1998, as amended on September 3, 1998, April 15, 1999 and
October 28, 1999 (the "Schedule 13D"). Except as set forth herein, the Schedule
13D, as previously amended, is unmodified.
ITEM 3. Source and Amount of Funds or Other Consideration
The source and amount of funds used by Elliott in making its purchases
of the shares of Common Stock beneficially owned by it are set forth below:
SOURCE OF FUNDS AMOUNT OF FUNDS
Working Capital $4,994,510
The source and amount of funds used by Westgate in making its purchases
of the shares of Common Stock beneficially owned by it are set forth below:
SOURCE OF FUNDS AMOUNT OF FUNDS
Working Capital $4,468,037
ITEM 5. Interest in Securities of the Issuer
(a) Elliott beneficially owns 1,483,394 shares of Common Stock,
consisting of 1,327,130 shares of Common Stock held outright, 78,132 of the
Issuer's Class A Warrants ("Class A Warrants") which are exercisable for (i)
78,132 shares of Common Stock, and (ii) 78,132 of the Issuer's Class B Warrants,
which are in turn exercisable for 78,132 shares of Common Stock. Elliott's
beneficial ownership of 1,483,394 shares of Common Stock constitutes 7.5% of the
total outstanding shares of Common Stock.
Elliott's 2,500 shares of the Issuer's 5% Convertible Preferred Stock
Series 1998 ("5% Preferred Stock") were automatically converted into 753,512
shares of Common Stock on February 22, 2000 pursuant to Section 12 of the
Certificate of Designations of the 5% Preferred Stock.
Westgate and Martley together beneficially own 1,485,819 shares of
Common Stock, consisting of 1,330,371 shares of Common Stock held outright,
77,724 Class A Warrants which are exercisable for (i) 77,724 shares of Common
Stock, and (ii) 77,724 of the Issuer's Class B Warrants, which are in turn
exercisable for 77,724 shares of Common Stock. Westgate's and Martley's
aggregate beneficial ownership of 1,485,819 shares of Common Stock constitutes
7.5% of the total outstanding shares of Common Stock.
Westgate's 2,500 shares of 5% Preferred Stock were automatically
converted into 753,512 shares of Common Stock on February 22, 2000 pursuant to
Section 12 of the Certificate of Designations of the 5% Preferred Stock.
The Issuer has exercised its option to call all outstanding Class A
Warrants for $.05 per underlying Share of Common Stock effective on March 13,
2000.
Together, Elliott, Westgate and Martley beneficially own 2,969,213
shares of Common Stock constituting 14.8% of the outstanding shares of Common
Stock.
(b) Elliott has the power to vote or direct the vote of, and to dispose
or direct the disposition of, the shares of Common Stock beneficially owned by
it.
Westgate and Martley have the shared power to vote or direct the vote
of, and to dispose or direct the disposition of, the shares of Common Stock
owned by Westgate and Martley.
(c) The following transactions were effected by Elliott during the past
sixty (60) days:
Approx. Price per
Amount of Shs. Share (excl. of
Date Security Bought (Sold) commissions)
2/15/00 Common (11,600) $16.0533
2/16/00 Common (16,500) $15.5392
2/17/00 Common (20,000) $15.5154
2/18/00 Common (2,250) $14.5444
2/22/00 Common (1,500) $15.0000
The above transactions were effected by Elliott over-the-counter.
The following transactions were effected by Westgate during the past
sixty (60) days:
Approx. Price per
Amount of Shs. Share (excl. of
Date Security Bought (Sold) commissions)
2/15/00 Common (11,600) $16.0533
2/16/00 Common (16,500) $15.5392
2/17/00 Common (20,000) $15.5154
2/18/00 Common (2,250) $14.5444
2/22/00 Common (1,500) $15.0000
The above transactions were effected by Westgate over-the-counter.
No other transactions with respect to the Common Stock that are
required to be reported and have not been previously reported on Schedule 13D
were effected by either Elliott or Westgate during the past sixty (60) days.
(d) No person other than Elliott has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
shares of Common Stock beneficially owned by Elliott.
No person other than Westgate and Martley has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the shares of Common Stock beneficially owned by Westgate and Martley.
(e) Not applicable.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned each certifies that the information with respect to it set forth
in this statement is true, complete and correct.
Dated: February 22, 2000
ELLIOTT ASSOCIATES, L.P.
By: Braxton Associates, L.P., as General
Partner
By: Braxton Associates, Inc., as General
Partner
By: /s/ Elliot Greenberg
Elliot Greenberg
Vice President
WESTGATE INTERNATIONAL, L.P.
By: Martley International, Inc.,
as Attorney-in-Fact
By: /s/ Elliot Greenberg
Elliot Greenberg
Vice President
MARTLEY INTERNATIONAL, INC.
By: /s/ Elliot Greenberg
Elliot Greenberg
Vice President
