UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
IGEN INTERNATIONAL, INC.
---------------------------------
(Name of Issuer)
Common Stock, $0.001 par Value
----------------------------------
(Title of Class of Securities)
449536101
----------------------
(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
New York, New York 10022
(212) 872-1000
------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 1, 1997
----------------------------
(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(b)(3) or (4), check the following box [_].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d- 1(a) 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 disclosure
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 following page(s)
Page 1 of 14 Pages
Exhibit Index: Page 13
<PAGE>
Page 2 of 14 Pages
SCHEDULE 13D
CUSIP No. 449536101
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
White Rock Capital, Inc.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Texas
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 790,000
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
790,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
790,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
5.21%
14 Type of Reporting Person*
CO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 14 Pages
SCHEDULE 13D
CUSIP No. 449536101
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
White Rock Capital Management, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Texas
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 790,000
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
790,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
790,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
5.21%
14 Type of Reporting Person*
PN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 14 Pages
SCHEDULE 13D
CUSIP No. 449536101
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
White Rock Capital Partners, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
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
Texas
7 Sole Voting Power
Number of 90,500
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 90,500
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
90,500
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
.60%
14 Type of Reporting Person*
PN; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 14 Pages
SCHEDULE 13D
CUSIP No. 449536101
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
Thomas U. Barton
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
PF; AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 15,000
Shares
Beneficially 8 Shared Voting Power
Owned By 790,000
Each
Reporting 9 Sole Dispositive Power
Person 15,000
With
10 Shared Dispositive Power
790,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
805,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
5.31%
14 Type of Reporting Person*
IN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 14 Pages
SCHEDULE 13D
CUSIP No. 449536101
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
Joseph U. Barton
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
PF; AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 5,000
Shares
Beneficially 8 Shared Voting Power
Owned By 790,000
Each
Reporting 9 Sole Dispositive Power
Person 5,000
With
10 Shared Dispositive Power
790,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
795,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
5.25%
14 Type of Reporting Person*
IN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 14 Pages
This Statement on Schedule 13D relates to shares of Common Stock,
$0.001 par value per share (the "Shares"), of IGEN International, Inc. (the
"Issuer"). This Statement is being filed by the Reporting Persons (as defined
herein) to report recent acquisitions of Shares of the Issuer as a result of
which certain of the Reporting Persons may be deemed to be the beneficial owners
of more than 5% of the outstanding Shares.
Item 1. Security and Issuer.
This Statement relates to the Shares. The address of the principal
executive offices of the Issuer is 16020 Industrial Drive, Gaithersburg, MD
20877.
Item 2. Identity and Background.
This Statement is filed on behalf of White Rock Capital, Inc., a Texas
corporation ("White Rock, Inc."), White Rock Capital Management, L.P., a Texas
limited partnership ("White Rock Management"), White Rock Capital Partners,
L.P., a Texas limited partnership ("White Rock Partners"), Thomas U. Barton and
Joseph U. Barton (collectively, the "Reporting Persons").
This Statement on Schedule 13D relates to Shares that were acquired by
White Rock, Inc. and White Rock Management on behalf of certain institutional
clients (the "White Rock Clients"). This Statement also relates to Shares held
for the accounts of White Rock Partners and Joseph U. Barton, as well as options
acquired by Thomas U. Barton.
The general partner of White Rock Partners is White Rock Capital
Management, the general partner of which is White Rock, Inc. Each of White Rock
(as defined herein), White Rock Partners, White Rock Management and White Rock,
Inc. is engaged in the investment and investment management business. Thomas U.
Barton and Joseph U. Barton, both of whom are United States citizens, are the
shareholders of White Rock, Inc. The principal occupation of each of Thomas U.
Barton and Joseph U. Barton is their position as the general partners of White
Rock Capital, L.P., a Texas limited partnership ("White Rock") at White Rock's
principal office. The principal business address of each of White Rock, White
Rock Partners, White Rock Management, White Rock, Inc., Thomas U. Barton and
Joseph U. Barton is 3131 Turtle Creek Boulevard, Suite 800, Dallas, Texas 75219.
During the past five years, none of the Reporting Persons, and, to the
best of the Reporting Persons' knowledge, any other person identified in
response to this Item 2 has been (a) convicted in a criminal proceeding, or (b)
a party to any civil proceeding as a result of which he has been subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws, or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
White Rock Management expended approximately $2,087,537 of the working
capital of the White Rock Clients to purchase the Shares reported herein as
being acquired within the last 60 days. White Rock Management expended
approximately $1,272,613 of the working capital of White Rock Partners to
purchase the Shares reported herein as being acquired within the last 60 days.
Thomas U. Barton expended approximately $19,050 of his personal funds to
purchase the options reported herein as having been acquired within the last 60
days. Joseph U. Barton expended approximately $59,542 of his personal funds to
purchase the Shares reported herein as being acquired within the last 60 days.
<PAGE>
Page 8 of 14 Pages
The Shares (and securities derivative thereof) held for the accounts
of the White Rock Clients, White Rock Partners, Thomas U. Barton and Joseph U.
Barton may be held through margin accounts maintained with brokers, which extend
margin credit as and when required to open or carry positions in their margin
accounts, subject to applicable federal margin regulations, stock exchange rules
and such firm's credit policies. The Shares which may be held in the margin
accounts are pledged as collateral security for the repayment of debit balances
in the respective accounts.
Item 4. Purpose of Transaction.
All of the Shares (and securities derivative thereof) reported herein
as having been acquired for or disposed of from the accounts of the White Rock
Clients, White Rock Partners, Thomas U. Barton and Joseph U. Barton were
acquired or disposed of for investment purposes. Neither the White Rock Clients,
the Reporting Persons nor, to the best of their knowledge, any of the other
individuals identified in response to Item 2, has any plans or proposals that
relate to or would result in any of the transactions described in subparagraphs
(a) through (j) of Item 4 of Schedule 13D.
The Reporting Persons reserve the right to acquire, or cause to be
acquired, additional securities of the Issuer, to dispose, or cause to be
disposed of, such securities at any time or to formulate other purposes, plans
or proposals regarding the Issuer or any of its securities, to the extent deemed
advisable in light of general investment and trading policies of the Reporting
Persons, and/or the White Rock Clients, market conditions or other factors.
Item 5. Interest in Securities of the Issuer.
(a) (i) Each of White Rock Management and White Rock, Inc. may be
deemed the beneficial owner of 790,000 Shares (approximately 5.21% of the total
number of Shares outstanding). This number consists of (1) 699,500 Shares held
for the accounts of the White Rock Clients and (2) 90,500 Shares held for the
account of White Rock Partners.
(ii) Thomas U. Barton may be deemed the beneficial owner of
805,000 Shares (approximately 5.31% of the total number of Shares outstanding
assuming the exercise of all options held for his account). This number consists
of (1) 699,500 Shares held for the accounts of of the White Rock Clients, (2)
90,500 Shares held for the account of White Rock Partners and (3) 15,000 Shares
issuable upon exercise by Thomas U. Barton of the options currently held for his
account.
(iii)Joseph U. Barton may be deemed the beneficial owner of
795,000 Shares (approximately 5.25% of the total number of Shares outstanding).
This number consists of (1) 699,500 Shares held for the account of the White
Rock Clients, (2) 90,500 Shares held for the account of White Rock Partners and
(3) 5,000 Shares held for his account.
(iv) White Rock Partners may be deemed the beneficial owner of
the 90,500 Shares held for its account (approximately .60% of the total number
of Shares outstanding).
(b) (i) Each of White Rock Management (pursuant to the White Rock
Contract), White Rock, Inc. (as the general partner of White Rock Management),
<PAGE>
Page 9 of 14 Pages
Thomas U. Barton (as a shareholder of White Rock, Inc.) and Joseph U. Barton (as
a shareholder of White Rock, Inc.) is currently vested with shared power to
direct the voting and disposition of the 699,500 Shares held for the accounts of
the White Rock Clients.
(ii) Each of White Rock Management (as the general partner of
White Rock Partners), White Rock, Inc. (as the general partner of White Rock
Management), Thomas U. Barton (as a shareholder of White Rock, Inc.) and Joseph
U. Barton (as a shareholder of White Rock, Inc.) may be deemed to have shared
power to direct the voting and disposition of the 90,500 Shares held for the
account of White Rock Partners.
(iii)Thomas U. Barton has the sole power to direct the voting
and disposition of the 15,000 Shares issuable upon exercise by Thomas U. Barton
of the options currently held for his account.
(iv) Joseph U. Barton has the sole power to direct the voting and
disposition of the 5,000 Shares held for his account.
(v) White Rock Partners has the sole power to direct the voting
and disposition of the 90,500 Shares held for its account.
(c) Except for the transactions disclosed on Annex A hereto, all
of which were effected in the over-the-counter market in routine brokerage
transactions, there have been no transactions with respect to the Shares since
October 12, 1997 (60 days prior to the date hereof) by any of the Reporting
Persons or the White Rock Clients.
(d) (i) The shareholders or partners of each of the White Rock
Clients have the right to participate in the receipt of dividends from, or
proceeds from the sale of, the Shares, held by the respective White Rock Client
in accordance with their partnership or ownership interests in the respective
White Rock Client.
(ii) Thomas U. Barton has the sole right to participate in the
receipt of dividends from, or proceeds from the sale of, the Shares issuable
upon exercise by Thomas U. Barton of the Barton Options currently held for his
account.
(iii)Joseph U. Barton has the sole right to participate in the
receipt of dividends from, or proceeds from the sale of, the Shares held for his
account.
(iv) The partners of White Rock Partners have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares held by White Rock Partners in accordance with their partnership
interests in White Rock Partners.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings in Relationship with Respect
to Securities of the Issuer.
From time to time, each of the Reporting Persons and/or the White Rock
Clients may lend portfolio securities to brokers, banks or other financial
institutions. These loans typically obligate the borrower to return the
securities, or an equal amount of securities of the same class, to the lender
and typically provide that the borrower is entitled to exercise voting rights
and to retain dividends during the term of the loan. From time to time to the
extent permitted by applicable laws, each of such persons or entities may borrow
<PAGE>
Page 10 of 14 Pages
the Shares for the purpose of effecting, and may effect, short sale
transactions, and may purchase securities for the purpose of closing out short
positions in such securities.
Except as set forth herein, the Reporting Persons and/or the White
Rock Clients do not have any contracts, arrangements, understandings or
relationships with respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
Joint Filing Agreement dated December 11, 1997 by and among White Rock
Partners, White Rock Management, White Rock, Inc., Thomas U. Barton and Joseph
U. Barton.
<PAGE>
Page 11 of 14 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: December 11, 1997 WHITE ROCK CAPITAL PARTNERS, L.P.
By: White Rock Capital Management, L.P.
Its General Partner
By: White Rock Capital, Inc.
Its General Partner
By: /S/ THOMAS U. BARTON
-----------------------------
Thomas U. Barton
President
WHITE ROCK CAPITAL MANAGEMENT. L.P.
By: White Rock Capital Inc.
Its General Partner
By: /S/ THOMAS U. BARTON
----------------------------------
Thomas U. Barton
President
WHITE ROCK CAPITAL, INC.
By: /S/ THOMAS U. BARTON
---------------------------------------
Thomas U. Barton
President
/S/ THOMAS U. BARTON
--------------------------------------------
Thomas U. Barton
/S/ JOSEPH U. BARTON
--------------------------------------------
Joseph U. Barton
<PAGE>
<TABLE>
<CAPTION>
Page 12 of 14 Pages
ANNEX A
RECENT TRANSACTIONS IN THE COMMON STOCK OF
IGEN INTERNATIONAL, INC.
Number of
Shares/
Date of Nature of Option Price Per
For the Account of Transaction Transaction Contracts Share/Option
- ------------------ ----------- ----------- --------- ------------
<S> <C> <C> <C> <C>
The White Rock 10/16/97 BUY 8,000 13.481
Clients/1/ 10/28/97 BUY 10,000 11.705
11/04//97 BUY 27,000 12.518
11/14/97 BUY 19,000 13.368
11/17/97 BUY 1,000 13.310
11/21/97 BUY 15,000 14.767
11/26/97 BUY 5,000 13.911
11/28/97 BUY 10,000 14.330
12/01/97 BUY 30,000 13.999
12/03/97 BUY 20,000 13.311
12/05/97 BUY 10,000 13.677
White Rock Partners 10/20/97 BUY 37,500 14.182
10/21/97 BUY 12,500 14.265
11/04/97 BUY 6,000 12.518
11/14/97 BUY 4,000 13.368
11/18/97 BUY 2,000 14.185
11/21/97 BUY 10,000 14.768
12/01/97 BUY 15,000 13.999
12/05/97 BUY 3,500 13.677
Joseph Barton 10/20/97 BUY 1,500 14.378
10/28/97 SELL 2,000 10.850
10/28/97 SELL 1,500 10.850
Tom Barton 10/29/97 BUY 150 127.00
(call options)
- -------------------------
/1/ Transactions effected at the direction of White Rock Management.
</TABLE>
<PAGE>
Page 13 of 14 Pages
EXHIBIT INDEX
Page No.
--------
A. Joint Filing Agreement dated December 11, 1997 by
and among White Rock Capital Partners, L.P., White
Rock Capital Management, L.P., White Rock Capital,
Inc., Thomas U. Barton and Joseph U.
Barton.....................................................14
Page 14 of 14 Pages
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the Common Stock of IGEN International, Inc. dated December 11, 1997
is, and any amendments thereto signed by each of the undersigned shall be, filed
on behalf of us pursuant to and in accordance with the provisions of Rule
13d-1(f) under the Securities Exchange Act of 1934.
Date: December 11, 1997 WHITE ROCK CAPITAL PARTNERS, L.P.
By: White Rock Capital Management, L.P.
Its General Partner
By: White Rock Capital, Inc.
Its General Partner
By: /S/ THOMAS U. BARTON
-----------------------------
Thomas U. Barton
President
WHITE ROCK CAPITAL MANAGEMENT. L.P.
By: White Rock Capital Inc.
Its General Partner
By: /S/ THOMAS U. BARTON
----------------------------------
Thomas U. Barton
President
WHITE ROCK CAPITAL, INC.
By: /S/ THOMAS U. BARTON
---------------------------------------
Thomas U. Barton
President
/S/ THOMAS U. BARTON
--------------------------------------------
Thomas U. Barton
/S/ JOSEPH U. BARTON
--------------------------------------------
Joseph U. Barton
