UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
Igen, Inc.
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(Name of Issuer)
Common Stock, $.001 par value
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(Title of Class of Securities)
449536101
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(CUSIP Number)
Thomas J. Tisch
667 Madison Avenue
New York, NY 10021
(212) 545-2927
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
December 30, 1996
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(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
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).
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SCHEDULE 13D
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CUSIP No. 449536101 Page 2 of 9 Pages
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1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Four Partners
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2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3
SEC USE ONLY
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4
SOURCE OF FUNDS*
WC
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5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
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6
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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7
NUMBER OF SOLE VOTING POWER
SHARES 1,288,200
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8
BENEFICIALLY SHARED VOTING POWER
OWNED BY -0-
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EACH 9
SOLE DISPOSITIVE POWER
REPORTING
1,288,200
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PERSON 10
SHARED DISPOSITIVE POWER
WITH
-0-
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11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,288,200
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12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.6%
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14
TYPE OF REPORTING PERSON*
PN
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*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.
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CUSIP NO. 449536101 13D Page 3 of 9 Pages
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Item 1. Security and Issuer.
This Statement amends, supplements and restates in its
entirety the Schedule 13D (the "Schedule 13D") filed with the Securities and
Exchange Commission on December 26, 1995 by Four Partners, a New York general
partnership relating to the Common Stock, $.001 par value per share (the "Common
Stock"), of Igen, Inc. (the "Issuer"). The principal executive offices of the
Issuer are located at 16020 Industrial Drive, Gaithersburg, Maryland 20877.
Item 2. Identity and Background.
This statement is being filed by Four Partners, a New York
general partnership ("FP"). The principal business of FP is investments. The
address of the principal business and the principal office of FP is c/o Thomas
J. Tisch, 667 Madison Avenue, New York, New York 10021. The sole partners of FP
are Andrew H. Tisch 1991 Trust, for which Andrew H. Tisch is the managing
trustee, Daniel R. Tisch 1991 Trust, for which Daniel R. Tisch is the managing
trustee, James S. Tisch 1991 Trust, for which James S. Tisch is the managing
trustee, and Thomas J. Tisch 1991 Trust, for which Thomas J. Tisch is the
managing trustee. Thomas J. Tisch has been appointed the Manager of FP.
Set forth below is certain information with respect to Andrew
H. Tisch, Daniel R. Tisch, James S. Tisch and Thomas
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CUSIP NO. 449536101 13D Page 4 of 9 Pages
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J. Tisch (the "Messrs. Tisch"), who are the respective managing trustees of the
four partners of FP:
Present Principal
Name Business Address Occupation
Andrew H. Tisch 667 Madison Avenue Member, Management Committee,
New York, NY 10021 Loews Corporation (a public
company primarily engaged in
insurance and tobacco)
Daniel R. Tisch c/o Mentor Partners, L.P. General Partner, Mentor
499 Park Avenue Partners L.P.(a partnership
New York, NY 10022 engaged in investment
activities)
James S. Tisch 667 Madison Avenue President and Chief Operating
New York, NY 10021 Officer, Loews Corporation
(a public company primarily
engaged in insurance and
tobacco)
Thomas J. Tisch 667 Madison Avenue Managing Partner of FLF
New York, NY 10021 Associates and Manager of FP
(partnerships engaged in
investment activities)
The Messrs. Tisch are brothers and are United States citizens.
During the last five years, none of the persons or the
entities named in this Item 2 has been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors), and none of the persons
or the entities named in this Item 2 has been a party to a civil proceeding of a
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CUSIP NO. 449536101 13D Page 5 of 9 Pages
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judicial or administrative body of competent jurisdiction resulting in its or
his being 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 violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
All funds used to purchase the securities reported in Item 5
below were provided from the working capital of FP. The aggregate purchase price
of such securities was approximately $7,107,548.75.
Item 4. Purpose of Transaction.
The securities purchased by FP were purchased solely for
investment. FP expects that it will, from time to time, review its investment
position in the Issuer and may, depending on market and other conditions,
increase or decrease such investment position.
FP has no intention of seeking control of the Issuer, nor does
it have any plans or proposals with respect to any extraordinary corporate
transaction involving the Issuer or any sale of its assets or any change in its
Board of Directors, management, capitalization, dividend policy, charter or
by-laws, or any other change in its business or corporate structure or with
respect to the delisting or deregistration of any of its securities including,
without
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CUSIP NO. 449536101 13D Page 6 of 9 Pages
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limitation, those matters described in subparagraphs (a) through (j) of Item 4
of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
FP holds 1,288,200 shares, representing 8.6% of the
outstanding shares of Common Stock.
(a) Set forth in the table below is the aggregate number of
shares of Common Stock beneficially owned as of the date hereof by each person
or entity listed in Item 2 above, together with the percentage of outstanding
shares of Common Stock which is beneficially owned by each such person or
entity.
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CUSIP NO. 449536101 13D Page 7 of 9 Pages
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Name of Beneficial Owner Amount and Nature of % of Class Outstanding (1)
- ------------------------ Beneficial Ownership -------------------------
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Four Partners 1,288,200 8.6%
Andrew H. Tisch 1991 Trust 0 (2) 0
Daniel R. Tisch 1991 Trust 0 (2) 0
James S. Tisch 1991 Trust 0 (2) 0
Thomas J. Tisch 1991 Trust 0 (2) 0
Andrew H. Tisch 0 (2) 0
Daniel R. Tisch 0 (2) 0
James S. Tisch 0 (2) 0
Thomas J. Tisch 0 (2) 0
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Total 1,288,200 8.6% (2)
(b) With respect to the persons and entities named in response to
paragraph (a) above:
(i) FP has directly the sole power to vote or direct the vote and
dispose or direct the disposition of the 1,288,200 shares of Common Stock
owned by it; and
(ii) By virtue of their status as managing trustees of the trusts which
are the general partners of FP, the Messrs. Tisch may be deemed to have
indirectly shared power to vote or direct the vote and dispose or direct
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(1) The Issuer's 10-Q for the fiscal quarter ended September 30, 1996 indicated
that 14,967,519 shares of Common Stock were issued and outstanding.
(2) Does not include shares owned by FP. None of the Messrs. Tisch
beneficially owns any shares of Common Stock, except to the extent that
beneficial ownership of shares of Common Stock beneficially owned by FP may be
attributed to them.
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CUSIP NO. 449536101 13D Page 8 of 9 Pages
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the disposition of the 1,288,200 shares of Common Stock owned by FP.
(c) The following transactions were effected by FP during the sixty days
preceding the date hereof. None of the persons or entities named in
Item 2 above effected any other transactions in the Common Stock during the 60
days preceding the date hereof.
Transaction Date Security No. Price/Share Market
- ----------- ---- -------- --- ----------- ------
Purchase 12/30/96 Common 455,000 $4.75 NASDAQ
Purchase 1/03/97 Common 25,000 $5.25 NASDAQ
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
None of the persons or entities named in Item 2 above has any
express contracts, arrangements or understandings with any of the other persons
or entities named in Item 2 above with respect to the securities of the Issuer.
Except as set forth in this Schedule 13D, none of the persons or entities named
in Item 2 above has any contracts, arrangements, understandings or relationships
with any other person with respect to the securities of the Issuer. None of the
persons or entities named in Item 2 above has any contracts, arrangements,
understandings or relationships with the Issuer.
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CUSIP NO. 449536101 13D Page 9 of 9 Pages
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Item 7. Material to be filed as Exhibits.
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
hereby certify that the information set forth in this statement is true,
complete and correct.
January 8, 1997
FOUR PARTNERS
By s/Thomas J. Tisch
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Thomas J. Tisch
Manager of Four Partners
