SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
VION PHARMACEUTICAL, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
927624106
(CUSIP Number)
BRUCE C. WATERFALL
10 EAST 50TH STREET, NEW YORK, NEW YORK 10022
(Name, address and telephone number of person
authorized to receive notices and communications)
May 22, 1996
(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 [ ].
Check the following box if a fee is being paid with the statement [X].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
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 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 purposes 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 11 Pages
<PAGE>
13D
CUSIP No. 688582105
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Phoenix Partners
13-6272912
_____________________________________________________________________________
(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
New York State
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
381,944
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
381,944
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
381,944
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
4.6%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 11 Pages
<PAGE>
13D
CUSIP No. 688582105
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
MW Management, L.L.C.
13-3859826
_____________________________________________________________________________
(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
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
381,944
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
381,944
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
381,944
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
4.6%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
OO
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 11 Pages
<PAGE>
13D
CUSIP No. 688582105
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Morgens, Waterfall, Vintiadis & Company, Inc.
13-2674766
_____________________________________________________________________________
(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
New York State
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
381,945
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
381,945
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
381,945
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
4.6%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
CO
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 11 Pages
<PAGE>
13D
CUSIP No. 688582105
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Edwin H. Morgens
###-##-####
_____________________________________________________________________________
(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
U.S.A.
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
763,889
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
763,889
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
763,889
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
9.2%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5 of 11 Pages
<PAGE>
13D
CUSIP No. 688582105
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Bruce Waterfall
###-##-####
_____________________________________________________________________________
(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
U.S.A.
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
763,889
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
763,889
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
763,889
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
9.2%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 6 of 11 Pages
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the Common Stock ("Common
Stock") of Vion Pharmaceutical, Inc., a Delaware corporation ("Vion").
The principal executive offices of Vion are at 4 Science Park, New Haven,
Connecticut 06511.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed by (a) Phoenix Partners ("Phoenix"), (b) MW
Management L.L.C. ("MWM"), (c) Morgens, Waterfall, Vintiadis & Company,
Inc. ("Morgens Waterfall"), (d) Edwin H. Morgens ("Morgens") and (e) Bruce
Waterfall ("Waterfall" and together with the persons listed in paragraphs
(a) through (d), the "Reporting Persons").
Phoenix is a New York limited partnership having its principal address
at 10 East 50th Street, New York, New York 10022. The principal business
of Phoenix is to invest in securities of United States issuers. Morgens
and Waterfall are managing members of MWM, the general partner of Phoenix.
All of the information concerning Morgens Waterfall, MWM, Morgens and
Waterfall is set forth below.
Morgens Waterfall is a New York corporation having its principal
address at 10 East 50th Street, New York, New York 10022. The business
of Morgens Waterfall is the rendering of financial services, and it provides
discretionary investment advisory services pursuant to contracts with
Morgens Waterfall Vintiadis Investments N.V. ("MWV"), an offshore investment
corporation, and Betje Partners ("Betje"), a New York limited partnership.
MWV is a wholly owned subsidiary of Phaeton International N.V ("Phaeton").
Under the rules promulgated by the Securities and Exchange Commission,
Morgens Waterfall and its principals may be considered "beneficial owners"
of securities acquired by MWV and Betje as a result of its advisory
relationship to MWV and Betje.
Morgens is the Chairman of the Board of Directors and the Secretary
of Morgens Waterfall. Waterfall is the President and Assistance Secretary
of Morgens Waterfall and is also a Director. The primary occupations of
Morgens and Waterfall are to act as the principals in the business of Morgens
Waterfall. The business address of Morgens and Waterfall, each of whom is
a United States citizen, is at the office of Morgens Waterfall at 10 East
50th Street, New York, New York 10022. Morgens Waterfall has no other
officers and directors.
MWM is a Delaware limited liability company having its principal address
at 10 East 50th Street, New York, New York 10022. MWM was
formed in 1995 solely to act as the general partner of Phoenix.
Under the rules promulgated by the Securities and Exchange Commission,
MWM and its management members may be considered "beneficial owners" of
securities acquired by Phoenix.
None of the persons described in this Item 2, during the last five
years, was a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
Page 7 of 11 Pages
<PAGE>
securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Convertible Preferred Stock of Vion (the "Preferred Stock") held
by the Reporting Persons was purchased in the over-the-counter market through
brokerage transactions. The aggregate number of shares of Preferred Stock
so purchased, as reported in this Scheduled 13D, and the aggregate purchase
price of such shares is as follows:
Aggregate Aggregate
Name # of Shares Purchase Price
Morgens Waterfall 137,500 $1,375,000.00
Phoenix 137,500 $1,375,000.00
The source of the payments by the clients of Morgens Waterfall and
Phoenix was working capital, and no part of the purchase price was
represented by funds or other consideration specially borrowed or otherwise
specifically obtained for the purpose of acquiring, holding, trading or
voting the securities.
ITEM 4. PURPOSE OF THE TRANSACTION.
The Preferred Stock was acquired by Morgens Waterfall and Phoenix in
the over-the-counter market through brokerage transactions in the ordinary
course of business, solely as a investment. The Reporting Persons have no
present plans or proposals that relate to or would result in any of the
actions enumerated in Item 4 of Schedule 13D, although they reserve the right
to buy additional securities of the Issuer or sell securities of the Issuer
from time to time.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) The Preferred Stock is convertible into Common Stock of
Vion in the amounts enumerated below. Holders may convert the Preferred
Stock at any time, and the Preferred Stock has voting rights in proportion
to the number of shares of Common Stock to be received upon conversion.
The Reporting Persons beneficially own the following amounts of
Preferred Stock and underlying Common Stock.
Aggregate # of Aggregate # of
Name Preferred Shares Underlying Common Shares
Morgens Waterfall 137,500 381,945
Phoenix 137,500 381,944
The Reporting Persons own in the aggregate 9.2% of the 8,317,995
outstanding shares of Common Stock. The outstanding shares consist
7,554,106 currently outstanding shares of Common Stock and 763,889 shares
of the Common Stock to be issued upon conversion of the outstanding
Preferred Stock held by the Reporting Persons.
Page 8 of 11 Pages
<PAGE>
Morgens Waterfall does not directly own any of the Preferred Stock.
Morgens Waterfall may be deemed to indirectly beneficially own 137,500
shares of Preferred Stock by virtue of contracts with MWV (91,667 shares),
and Betje (45,833 shares) pursuant to which Morgens Waterfall provides
discretionary investment advisory services.
Waterfall does not directly own any of the Preferred Stock. Waterfall
may be deemed to indirectly beneficially own 275,000 shares of Preferred
Stock by virtue of his positions as managing member of MWM (137,500 shares)
and as President, Assistant Secretary and Director of Morgens Waterfall
(137,500 shares).
Morgens does not directly own any of the Preferred Stock. Morgens
may be deemed to indirectly beneficially own 275,000 shares of Preferred
Stock by virtue of his positions as managing member of MWM (137,500 shares)
and as Chairman of the Board of Directors and Secretary of Morgens Waterfall
(137,500 shares).
(c) The following is a list of all transactions involving the
Preferred Stock by any of the Reporting Persons named in Item 2 of this
Schedule 13D.
No. of Shares
Name Date sold/purchased Price/Shares
Morgens Waterfall 5/22/96 137,500 bought $10.00
Phoenix 5/22/96 137,500 bought $10.00
(d) Except as set forth above, no other 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, such securities.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except to the extent described in Items 2 and 5, none of the persons
identified in Item 2 is a party to any contract, arrangement, understanding
or relationship with respect to any securities of the Issuer.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
DATED: June 4, 1996 Phoenix Partners
By: MW Management, LLC
General Partner
/s/ Edwin H. Morgens
Edwin H. Morgens
Managing Member
Page 9 of 11 Pages
<PAGE>
Morgens, Waterfall, Vintiadis & Company
Inc.
By: /s/ Edwin H. Morgens
Edwin H. Morgens
Chairman
/s/ Edwin H. Morgens
Edwin H. Morgens
/s/ Edwin H. Morgens
Bruce Waterfall
Page 10 of 11 Pages
<PAGE>
EXHIBIT I
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-1(F)(1)
The undersigned acknowledge and agree that the foregoing statement on Schedule
13D is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13D shall be filed on behalf of each
of the undersigned without the necessity of filing additional joint
acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning it contained therein, but shall not
be responsible for the completeness and accuracy of the information concerning
the others, except to the extent that it knows or has reason to believe that
such information is inaccurate.
Date: June 4, 1996
Phoenix Partners
By: MW Management, LLC
General Partner
/s/ Edwin H. Morgens
Edwin H. Morgens
Managing Member
Morgens, Waterfall, Vintiadis & Company Inc.
By: /s/ Edwin H. Morgens
Edwin H. Morgens
Chairman
/s/ Edwin H. Morgens
Edwin H. Morgens
/s/ Bruce Waterfall
Bruce Waterfall
Page 11 of 11 Pages
<PAGE>
