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. 7)*
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)
May 17, 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 6)
<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
1,294,944
8 SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
1,294,944
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,294,944
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
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
1,297,369
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
1,297,369
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,297,369
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
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)
Elliott International Capital Advisors, 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
1,297,369
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
1,297,369
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,297,369
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
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 Elliott Associates,
L.P. ("Elliott"), Westgate International, L.P. ("Westgate") and Elliott
International Capital Advisors, Inc. (f/k/a Martley International, Inc.)
("International Advisors," and together with Elliott and Westgate, the
"Reporting Persons") as of May 24, 2000 and amends and supplements the Schedule
13D dated August 14, 1998, as amended on September 3, 1998, April 15, 1999,
October 28, 1999, February 22, 2000, March 9, 2000 and April 7, 2000 (the
"Schedule 13D"). Except as set forth herein, the Schedule 13D, as previously
amended, is unmodified.
ITEM 4. Purpose of Transaction
Each of Elliott and Westgate acquired the Common Stock beneficially
owned by it in the ordinary course of its trade or business of purchasing,
selling, trading and investing in securities. International Advisors has acted
as investment manager with respect to Westgate's acquisition of beneficial
ownership of Common Stock.
Depending upon market conditions and other factors that it may deem
material, each of Elliott and Westgate may purchase additional shares of Common
Stock or related securities or may dispose of all or a portion of the Common
Stock or related securities that it now beneficially owns or hereafter acquire.
The Issuer appointed Charles K. MacDonald to its Board of Directors as of
May 17, 2000. Mr. MacDonald is the principal of Morgandane Management Corp.
which currently acts as a consultant to the Reporting Persons.
Except as set forth herein, none of Elliott, Westgate or International
Advisors has any plans or proposals which relate to or would result in any of
the actions set forth in subparagraphs (a) through (j) of Item 4.
<PAGE>
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: May 24, 2000
ELLIOTT ASSOCIATES, L.P.
By: Elliott Capital Advisors, 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: Elliott International Capital Advisors,
Inc., as Attorney-in-Fact
By: /s/ Elliot Greenberg
Elliot Greenberg
Vice President
ELLIOTT INTERNATIONAL CAPITAL ADVISORS, INC.
By: /s/ Elliot Greenberg
Elliot Greenberg
Vice President
