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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
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INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.) 1
Pharmacopeia, Inc.
(NAME OF ISSUER)
Common Stock
(TITLE OF CLASS OF SECURITIES)
71713B104
(CUSIP NUMBER)
December 31, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which the Schedule
is filed.
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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 the disclosures provided in a prior
cover page.
The information required in 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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CUSIP No. 71713B104 SCHEDULE 13G
1. Name of Reporting Person
I.R.S. Identification No. of Above Person (entities only)
D.E. Shaw Investment Group, L.P.
13-3544420
2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X]
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of Shares 5. Sole Voting Power
Beneficially 0
Owned by Each 6. Shared Voting Power
Reporting Person 1,274,579
With 7. Sole Dispositive Power
0
8. Shared Dispositive Power
1,274,579
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,274,579
10. Check if the Aggregate Amount in Row 9 Excludes Certain Shares [ ]
11. Percent of Class Represented by Amount in Row 9
6.67%
12. Type of Reporting Person
PN
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CUSIP No. SCHEDULE 13G
1. Name of Reporting Person
I.R.S. Identification No. of Above Person (entities only)
David E. Shaw
2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X]
3. SEC Use Only
4. Citizenship or Place of Organization
United States
Number of Shares 5. Sole Voting Power
Beneficially 0
Owned by Each 6. Shared Voting Power
Reporting Person 1,274,579
With 7. Sole Dispositive Power
0
8. Shared Dispositive Power
1,274,579
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,274,579
10. Check if the Aggregate Amount in Row 9 Excludes Certain Shares [ ]
11. Percent of Class Represented by Amount in Row 9
6.67%
12. Type of Reporting Person
IN
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ITEM 1(a). NAME OF ISSUER:
Pharmacopeia, Inc. (the "Company")
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
Princeton Forrestal Center, 101 College Road East,
Princeton, NJ 08540
ITEM 2(a). NAME OF PERSON FILING:
D. E. Shaw Investment Group, L.P. ("Inv Group LP")
David E. Shaw ("David Shaw")
ITEM 2(b). ADDRESS OF PRINCIPAL OFFICE OR, IF NONE, RESIDENCE:
120 West 45th Street, 39th Floor, Tower 45, New York,
NY 10036
ITEM 2(c). CITIZENSHIP:
Inv Group LP is a limited partnership organized under the
laws of the State of Delaware.
David Shaw is a citizen of the United States.
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock
ITEM 2(e). CUSIP NUMBER:
71713B104
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b),
OR 13d-2(b), CHECK WHETHER PERSON FILING IS A:
(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 Rule
13d-1(b)(1)(ii)(F);
(g) [ ] Parent Holding Company, in accordance with Rule
13d-1(b)(ii)(G); see item 7;
(h) [ ] A Savings Association as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A Church Plan that is excluded from the definition
of an investment company under Section 3(c)(14) of
the Investment Company Act of 1940 (15 U.S.C. 80a-3);
and
(j) [ ] A Group, provided that all the members are persons
specified in accordance with Section
240.13d-1(b)(1)(ii)(A) through (I).
If this statement is filed pursuant to Rule 13d-1(c), check
this box. [X]
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ITEM 4. OWNERSHIP.
(a) Amount beneficially owned:
Inv Group LP: 1,274,579
David Shaw: 1,274,579
(b) Percent of class:
Inv Group LP: 6.67%
David Shaw: 6.67% (based on 19,120,604
shares outstanding)
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote
Inv Group LP: -0-
David Shaw: -0-
(ii) Shared power to vote or direct the vote
Inv Group LP: 1,274,579
David Shaw: 1,274,579
David Shaw owns directly no shares. By reason of Rule 13d-3
under the Securities Exchange Act of 1934 and by virtue of
David Shaw's position as President and sole shareholder of
D. E. Shaw & Co., Inc., the general partner of D. E. Shaw &
Co., L.P., itself the general partner of Inv Group LP, David
Shaw may be deemed to own beneficially 1,274,579 shares,
comprising the 1,274,579 owned directly by Inv Group LP.
Therefore, David Shaw may be deemed to beneficially own
approximately 6.67% of the outstanding shares. David Shaw
disclaims beneficial ownership of such 1,274,579 shares.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
No person other than each respective owner and general
partner referred to herein is known to have the right to
receive or the power to direct the receipt of dividends
from, or the proceeds of the sale of, the shares.
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.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
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ITEM 10. CERTIFICATION. (if filing pursuant to Rule 13d-1(b))
By signing below D. E. Shaw Investment Group, L.P. and David
E. Shaw certify that, to the best of their knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business, were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired
in connection with or as a participant in any transaction
having such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
February 9, 1999
D. E. SHAW INVESTMENT GROUP, L.P.
By: D. E. SHAW & CO., L.P.
General Partner
By: /s/ Daniel Fishbane
(Signature)
Daniel Fishbane/
Managing Director
(Name/Title)
DAVID E. SHAW
By: /s/ Daniel Fishbane
Attorney-in-Fact
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After reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct. A power of attorney, dated January 14, 1997, granted by
David Shaw in favor of Daniel Fishbane, is attached hereto.
February 9, 1999
D. E. Shaw Investment Group, L.P.
By: D. E. Shaw & Co., L.P. as
General Partner
By:
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Daniel Fishbane
Managing Director
David E. Shaw
By:
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Daniel Fishbane
Attorney-in-Fact for David E. Shaw
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POWER OF ATTORNEY
FOR CERTAIN FILINGS
UNDER THE SECURITIES EXCHANGE ACT OF
1934
I, David E. Shaw, hereby make, constitute and appoint each of:
Lou Salkind
Stu Steckler
Anne Dinning and
Danny Fishbane
Acting individually, as my agent and attorney-in-fact, with full power or
substitution, for the purpose of, from time to time, executing in my name, my
individual capacity and/or my capacity as President of D. E. Shaw & Co., Inc.
(acting for itself or as the general partner of D. E. Shaw & Co., L.P.) all
documents, certificates, instruments, statements, other filings and amendments
to the foregoing (collectively, "documents") determined by such person to be
necessary or appropriate to comply with ownership or control-person reporting
requirements imposed by any United States or non-United States governmental or
regulatory authority, including without limitation Forms 3, 4, 5, 13D, 13F and
13G required to be filed with the Securities and Exchange Commission; and
delivering, furnishing or filing any such documents with the appropriate
governmental or regulatory authority. Any such determination shall be
conclusively evidenced by such person's execution and delivery, furnishing or
filing of the applicable document.
This power of attorney shall be valid from the date hereof.
IN WITNESS WHEREOF, I have executed this instrument as of the date set forth
below.
Date: January 14, 1997
/s/ David E. Shaw
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David E. Shaw
New York, New York
