SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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 [ ].
(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 3 Pages
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The Schedule 13D initially filed on June 5, 1996 by (a) Phoenix Partners
("Phoenix"), (b) MW Management L.L.C., (c) Morgens, Waterfall, Vintiadis &
Company, Inc. ("Morgens Waterfall"), (d) Edwin H. Morgens and (e) Bruce
Waterfall (together with the persons listed in paragraphs (a) through (d), the
"Reporting Persons") relating to the Common Stock of Vion Pharmaceutical,
Inc., a Delaware corporation ("Vion") whose principal executive offices are at
4 Science Park, New Haven, Connecticut 06511, is hereby amended by this
Amendment No. 1 to the Schedule 13D as follows:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The first sentence of Item 3 is hereby amended and restated in its
entirety:
The Convertible Preferred Stock of Vion (the "Preferred Stock") held
by the Reporting Persons was purchased in a private placement.
ITEM 4. PURPOSE OF THE TRANSACTION.
The first sentence of Item 4 is hereby amended and restated in its
entirety:
The Preferred Stock was acquired by Morgens Waterfall and Phoenix in a
private placement in the ordinary course of business, solely as an investment.
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 24, 1996 Phoenix Partners
By: MW Management, LLC
General Partner
By: /s/ Edwin H. Morgens
Edwin H. Morgens
Managing Member
Page 2 of 3 Pages
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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 3 of 3 Pages
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