UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Cadus Pharmaceutical Corporation
(Name of Issuer)
Common Stock ($.01 par value)
(Title of Class of Securities)
127637102
(CUSIP Number)
*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).
Page 1 of 8 Pages
<PAGE>
SCHEDULE 13G
CUSIP No. 230029100 Page 2 of 8 Pages
1 NAME OF REPORTING PERSON
Icahn, Carl C.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
1,102,426
6 SHARED VOTING POWER
2,258,790 shares of Common Stock
7 SOLE DISPOSITIVE POWER
1,102,426
8 SHARED DISPOSITIVE POWER
2,258,790 shares of Common Stock
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,361,216
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
27.87%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
SCHEDULE 13G
CUSIP No. 230029100 Page 3 of 8 Pages
1 NAME OF REPORTING PERSON
High River Limited Partnership
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(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
2,258,790 shares of Common Stock
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
2,258,790 shares of Common Stock
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,258,790
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.73%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13G
CUSIP No. 230029100 Page 4 of 8 Pages
1 NAME OF REPORTING PERSON
Riverdale LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
2,258,790 shares of Common Stock
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
2,258,790 shares of Common Stock
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,258,790
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.73%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13G
ITEM 1
(a) Name of Issuer: Cadus Pharmaceutical Corporation
(b) Address of Issuers Principal Executive Offices:
777 Old Saw Mill River Road
Tarrytown, New York 10591
ITEM 2 Name, Address and Citizenship of Persons Filing
(a) - (c) The persons filing this statement are High River Limited
Partnership ("High River"), a Delaware limited partnership,
Riverdale LLC (Riverdale"), a New York limited liability
corporation and Carl C. Icahn, a citizen of the United States
of America (collectively, the "Registrants"). The principal
busines address and the address of the principal office of the
Registrants is 100 South Bedford Road, Mount Kisco, New York
10549, with the exception of Carl C. Icahn, whose address is c/o
Icahn Associates Corp., 114 West 47th Street, 19th Floor, New
York, New York 10036.
(d) Title of Class of Securities: Common Stock, par value $.01
(e) CUSIP Number: 127639102
ITEM 3 If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing is a:
Page 6 of 8 Pages
(a) / / Broker or Dealer registered under Section 15 of the Act
(b) / / Bank as defined in Section 3(a)(6) of the Act
(c) / / Insurance company as defined in Section 3(a)(19) of the Act
(d) / / Investment Company registered under Section 8 of the
Investment Company Act
(e) / / Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940
(f) / / Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act
of 1974 or Endowment Fund; see Section
240.13d-1(b)(1)(ii)(F)
(g) / / Parent Holding Company, in accordance with Section
240.13d-1(b)(ii)(G)
(h) / / Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)
NOT APPLICABLE
ITEM 4 Ownership
Ownership as of the filing date:
As of the filing date, Carl C. Icahn was the beneficial owner of 3,361,216
shares of Common Stock comprising 27.87 percent of the class. Mr. Icahn
has the sole power to vote or direct the vote and the sole power to
dispose or direct the disposition of 1,102,426 shares and he has shared
power to vote/direct the vote and shared power to dispose/direct the
disposition of 2,258,790 shares.
As of the filing date, High River was the beneficial owner of 2,258,790
shares of Common Stock comprising 18.73 percent of the class. High River
has shared power to vote/direct the vote and shared power to
dispose/direct the disposition of 2,258,790 shares.
As of the filing date, Riverdale was the beneficial owner of 2,258,790
shares of Common Stock comprising 18.73 percent of the class. Highcrest
has shared power to vote/direct the vote and shared power to
dispose/direct the disposition of 2,258,790 shares.
Page 7 of 8 Pages
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. [ ]
NOT APPLICABLE
ITEM 6 Ownership of More than Five Percent on Behalf of Another Person
Other than Registrants, no person is known to have the right to
receive, or the power to direct the receipt of, dividends from, or
the proceeds from, the sale of the securities.
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
High River's general partner is Riverdale. Carl C. Icahn is a 99.5% member of
Riverdale.
ITEM 9 Notice of Dissolution of Group
NOT APPLICABLE
ITEM 10 Certification
This statement is not filed pursuant to Rule 13d-1(b); therefore, the
Certification is NOT APPLICABLE
Page 8 of 8 Pages
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief
of each of the undersigned, each of the undersigned certifies that the
information set forth in this statement on Schedule 13G concerning the Common
Stock, par value $.01 per share, of Cadus Pharmaceutical Corporation is true,
complete and correct.
Dated: February 27, 1997
/s/ Carl C. Icahn
---------------------------------
Carl C. Icahn
RIVERDALE LLC
By: /s/ Carl C. Icahn
-----------------------------
Carl C. Icahn
Manager
HIGH RIVER LIMITED PARTNERSHIP
By: Riverdale LLC
By: /s/ Carl C. Icahn
----------------------------
Carl C. Icahn
Manager
(Signature page of Schedule 13G - Cadus)
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange
Act of 1934, as amended, the persons named below agree to the joint
filing on behalf of each of them of a statement on Schedule 13G
(including amendments thereto) with respect to the Common Stock, par
value $.01 per share of Cadus Pharmaceutical Corporation and further
agree that this Joint Filing Agreement be included as an Exhibit to such
joint filings. In evidence thereof, the undersigned, being duly
authorized, have executed this Joint Filing Agreement this 27th day of
February, 1997.
Dated: February 27, 1997
By: /s/ Carl C. Icahn
Carl C. Icahn
RIVERDALE LLC
By: /s/Carl C. Icahn
-----------------------------
Carl C. Icahn
Manager
HIGH RIVER LIMITED PARTNERSHIP
By: Riverdale LLC
By: /s/Carl C. Icahn
----------------------------
Carl C. Icahn
Manager
(Signature page of Schedule 13G - Joint Filing Agreement for Cadus)
