Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] [ ] [X] |
Rule 13d-1(b) Rule 13d-1(c) Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting persons 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).
Page 1 of 17 pages
CUSIP No. 45337C-10-2 |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Andrew H. Tisch |
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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER -0- |
6 | SHARED VOTING POWER 3,223,710 |
|
7 | SOLE DISPOSITIVE POWER -0- |
|
8 | SHARED DISPOSITIVE POWER 3,223,710 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,223,710 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | [ ] |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.0% |
12 | TYPE OF REPORTING PERSON IN |
Page 2 of 17 pages
CUSIP No. 45337C-10-2 |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Daniel R. Tisch |
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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 52,878 |
6 | SHARED VOTING POWER 3,223,710 |
|
7 | SOLE DISPOSITIVE POWER 52,878 |
|
8 | SHARED DISPOSITIVE POWER 3,223,710 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,276,588 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | [ ] |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.0% |
12 | TYPE OF REPORTING PERSON IN |
Page 3 of 17 pages
CUSIP No. 45337C-10-2 |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) James S. Tisch |
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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER -0- |
6 | SHARED VOTING POWER 3,223,710 |
|
7 | SOLE DISPOSITIVE POWER -0- |
|
8 | SHARED DISPOSITIVE POWER 3,223,710 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,223,710 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | [ ] |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.0% |
12 | TYPE OF REPORTING PERSON IN |
Page 4 of 17 pages
CUSIP No. 45337C-10-2 |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Thomas J. Tisch |
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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER -0- |
6 | SHARED VOTING POWER 3,223,710 |
|
7 | SOLE DISPOSITIVE POWER -0- |
|
8 | SHARED DISPOSITIVE POWER 3,223,710 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,223,710 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | [ ] |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.0% |
12 | TYPE OF REPORTING PERSON IN |
Page 5 of 17 pages
CUSIP No. 45337C-10-2 |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Baker/Tisch Investments, LLC |
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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 99,585 |
6 | SHARED VOTING POWER -0- |
|
7 | SOLE DISPOSITIVE POWER 99,585 |
|
8 | SHARED DISPOSITIVE POWER -0- |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 99,585 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | [X] |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.2% |
12 | TYPE OF REPORTING PERSON OO |
Page 6 of 17 pages
CUSIP No. 45337C-10-2 |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Baker Bros. Investments LLC |
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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 59,122 |
6 | SHARED VOTING POWER -0- |
|
7 | SOLE DISPOSITIVE POWER 59,122 |
|
8 | SHARED DISPOSITIVE POWER -0- |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,122 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | [X] |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.1% |
12 | TYPE OF REPORTING PERSON OO |
Page 7 of 17 pages
CUSIP No. 45337C-10-2 |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Julian C. Baker |
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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER -0- |
6 | SHARED VOTING POWER 158,707 |
|
7 | SOLE DISPOSITIVE POWER -0- |
|
8 | SHARED DISPOSITIVE POWER 158,707 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 158,707 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | [X] |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.2% |
12 | TYPE OF REPORTING PERSON IN |
Page 8 of 17 pages
CUSIP No. 45337C-10-2 |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Felix J. Baker |
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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER -0- |
6 | SHARED VOTING POWER 158,707 |
|
7 | SOLE DISPOSITIVE POWER -0- |
|
8 | SHARED DISPOSITIVE POWER 158,707 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 158,707 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | [X] |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.2% |
12 | TYPE OF REPORTING PERSON IN |
Page 9 of 17 pages
This Amendment No. 4 to Schedule 13G amends and supplements the statement on Schedule 13G previously filed by Four Partners, a New York general partnership, and other entities and individuals with the Securities and Exchange Commission.
Item 1. | |
(a) | Name of Issuer Incyte Genomics, Inc. (the Issuer) |
(b) | Address of Issuers Principal Executive
Offices 3160 Porter Drive Palo Alto, California 94304 |
Item 2. | |
(a) | Name of Person Filing |
This Schedule 13G is being filed jointly by Andrew H. Tisch, Daniel R. Tisch, James S. Tisch, Thomas J. Tisch, Baker/Tisch Investments, LLC, Baker Bros. Investments, LLC, Julian C. Baker and Felix J. Baker.
(b) | Address of Principal Business Office or, if none, Residence
|
The addresses of the reporting persons are as follows:
Name | Business Address |
Andrew H. Tisch | 667 Madison Avenue New York, New York 10021 |
Daniel R. Tisch |
Mentor Partners, L.P. 500 Park Avenue New York, New York 10021 |
James S. Tisch |
667 Madison Avenue New York, New York 10021 |
Thomas J. Tisch |
667 Madison Avenue New York, New York 10021 |
Page 10 of 17 pages
Baker/Tisch Investments, LLC |
c/o Tisch Family Interests 667 Madison Avenue New York, New York 10021 |
Baker Bros. Investments, LLC |
c/o Tisch Family Interests 667 Madison Avenue New York, New York 100211 |
Julian C. Baker |
c/o Tisch Family Interests 667 Madison Avenue New York, New York 10021 |
Felix J. Baker |
c/o Tisch Family Interests 667 Madison Avenue New York, New York 10021 |
(c) | Citizenship |
Each of Andrew H. Tisch, Daniel R. Tisch, James S. Tisch, Thomas J. Tisch, Julian C. Baker and Felix J. Baker is a United States citizen. Baker/Tisch Investments, LLC and Baker Bros. Investments, LLC are limited liability companies organized under the laws of the State of Delaware.
(d) | Title of Class of Securities Common stock, par value $0.001 per share (the Common Stock) |
(e) | CUSIP Number 45337C-10-2 |
Item 3. | If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b)
or (c), check whether the 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 |
Page 11 of 17 pages
(e) | [ ] | Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940 |
(f) | [ ] | Employee Benefit Plan or Endowment Fund, see
§ 240.13d-1(b)(1)(ii)(F) |
(g) | [ ] | Parent holding company or control person, in accordance with
§ 240.13d-1(b)(1)(ii)(G) |
(h) | [ ] | A savings association as defined in section 3(b) of the
Federal Deposit Insurance Act |
(i) | [ ] | A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company Act |
(j) | [ ] | Group, in accordance with § 240.13d-1(b)(1)(ii)(H) |
Item 4. | Ownership |
Because of certain business and family relationships among the Reporting Persons, they are filing as if they constitute a group solely for informational purposes. By signing this statement, each Reporting Person agrees that this Statement is filed on his behalf. The filing of this statement is not an admission by any Reporting Person that such Reporting Person and any other Reporting Person or Reporting Persons constitute a "group" for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, or Rule 13d-5 thereunder. Each Reporting Person disclaims beneficial ownership of, or pecuniary interest in, any shares of Common Stock owned by any other Reporting Person, except to the extent that beneficial ownership or pecuniary interest is expressly reported herein.
Set forth in the table below is the aggregate number of shares of Common Stock beneficially owned as of the date hereof by each of the following, together with the percentage of outstanding shares of Common Stock which is beneficially owned by each such person or entity.
Page 12 of 17 pages
Name of Amount and Nature of % of Class Beneficial Owner Beneficial Ownership Outstanding(1) Four Partners (2) 2,701,910 4.2% Four-Fourteen Partners 200,000 0.3% Damial Foundation (3) 52,878 0.1% Andrew Tisch GRAT V 291,106 0.4% Daniel Tisch GRAT V 291,106 0.4% James Tisch GRAT V 291,106 0.4% Thomas Tisch GRAT V 291,106 0.4% Andrew Tisch 2000 GRAT I 30,694 0.05% Daniel Tisch 2000 GRAT I 30,694 0.05% James Tisch 2000 GRAT I 30,694 0.05% Thomas Tisch 2000 GRAT I 30,694 0.05% Baker/Tisch Investments (4) 99,585 0.2% Baker Bros. Investments (5) 59,122 0.1% Total 4,400,695 6.8%
(1) |
The ownership percentages set forth in the table above are based on 65,092,338
shares of Common Stock outstanding, representing 64,173,242 shares of Common
Stock outstanding, as reported on the Issuers Form 10-Q for the fiscal
quarter ended September 30, 2000, plus 919,096 shares representing the total
number of Common Shares into which the Convertible Subordinated Notes held by
the Reporting Persons are convertible. |
(2) |
Includes 707,510 shares, representing the number of shares of Common Stock into
which $47,700,000 of 5.5% Convertible Subordinated Notes due 2007 of the Issuer
(the Convertible Subordinated Notes) held by Four Partners are
currently convertible at a conversion price of $67.4195. |
(3) |
Represents the number of shares of Common Stock into which $3,565,000 of
Convertible Subordinated Notes held by Damial Foundation are currently
convertible at a conversion price of $67.4195. |
(4) |
Represents the number of Common Shares into which $6,714,000 of Convertible
Subordinated Notes held by Baker/Tisch Investments are currently convertible at
a conversion price of $67.4195. |
(5) |
Represents the number of Common Shares into which $3,986,000 of Convertible
Subordinated Notes held by Baker Bros. Investments are currently convertible at
a conversion price of $67.4195. |
Page 13 of 17 pages
Each person listed above has sole power to vote or direct the vote and sole power to dispose or direct the disposition of the shares listed after its, his or her name, except as follows:
(1) | Each of the GRATs is a grantor retained annuity trust in which the grantor holds an annuity interest and in which the remainder interest was created in favor of a trust or trusts for the grantors offspring. Thomas J. Tisch is the grantor and Andrew H. Tisch is the trustee of Thomas Tisch GRAT V. Daniel R. Tisch is the grantor and James S. Tisch is the trustee of Daniel Tisch GRAT V. James S. Tisch is the grantor and Thomas J. Tisch is the trustee of James Tisch GRAT V. Andrew H. Tisch is the grantor and Daniel R. Tisch is the trustee of Andrew Tisch GRAT V. Thomas J. Tisch is the grantor and Andrew H. Tisch is the trustee of Thomas Tisch 2000 GRAT I. Daniel R. Tisch is the grantor and James S. Tisch is the trustee of Daniel Tisch 2000 GRAT I. James S. Tisch is the grantor and Thomas J. Tisch is the trustee of James Tisch 2000 GRAT I. Andrew H. Tisch is the grantor and Daniel R. Tisch is the trustee of Andrew Tisch 2000 GRAT I. By virtue of their status as trustees of the respective GRATs, each of Andrew H. Tisch, Daniel R. Tisch, James S. Tisch and Thomas J. Tisch may be deemed to beneficially own shares owned by those GRATs of which he is trustee and may be deemed to have power to vote or direct the vote and dispose or direct the disposition of those shares. |
(2) | By virtue of their status as managing trustees of the trusts which are the general partners of Four Partners, a New York general partnership, Andrew H. Tisch, Daniel R. Tisch, James S. Tisch and Thomas J. Tisch may be deemed to have shared beneficial ownership of shares owned by Four Partners and shared power to vote or direct the vote of and to dispose or direct the disposition of those shares. |
(3) | By virtue of their status as trustees of the trusts which are members of Four-Fourteen Partners, LLC, a Delaware limited liability company, partners of the partnerships that are members of Four-Fourteen Partners and partners of the partnerships that are partners of the partnerships that are members of Four-Fourteen Partners, Andrew H. Tisch, Daniel R. Tisch, James S. Tisch and Thomas J. Tisch may be deemed to have indirectly shared power to vote or direct the vote of the securities owned by Four-Fourteen Partners and indirectly shared power to dispose or direct the disposition of the securities owned by Four-Fourteen Partners. |
(4) | Daniel R. Tisch may be deemed to have power to vote or direct the vote of the securities owned by Damial Foundation, a Delaware not-for-profit corporation, and power to dispose or direct the disposition of the securities owned by Damial Foundation. |
Page 14 of 17 pages
(5) | By virtue of his status as manager of Four Partners and Four-Fourteen Partners, Thomas J. Tisch may be deemed to have power to vote or direct the vote of the securities owned by Four Partners and Four-Fourteen Partners and power to dispose or direct the disposition of the securities owned by Four Partners and Four-Fourteen Partners. |
(6) | Julian C. Baker and Felix J. Baker may be deemed to beneficially own shares owned by Baker/Tisch Investments and Baker Bros. Investments and may be deemed to have shared power to vote or direct the vote and dispose or direct the disposition of those shares. |
Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
Item 6. | Ownership of More than Five Percent on Behalf of Another
Person |
N/A
Item 7. | Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company. |
N/A
Item 8. | Identification and Classification of Members of the
Group |
N/A
Item 9. | Notice of Dissolution of Group |
N/A
Item 10. | Certification |
By signing below I hereby certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities
Page 15 of 17 pages
and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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.
February 16, 2001
/s/ Andrew H. Tisch | |
Andrew H. Tisch |
/s/ Daniel R. Tisch | |
Daniel R. Tisch |
/s/ James S. Tisch | |
James S. Tisch |
/s/ Thomas J. Tisch | |
Thomas J. Tisch |
BAKER/TISCH INVESTMENTS, LLC By Baker/Tisch Capital, LLC, its Managing Member |
|||
By | /s/ Julian C. Baker | ||
Julian C. Baker, Managing Member |
BAKER/BROS. INVESTMENTS, LLC By Baker Bros. Capital, LLC, its Managing Member |
|||
By | /s/ Julian C. Baker | ||
Julian C. Baker, Managing Member |
/s/ Julian C. Baker | |
Julian C. Baker |
/s/ Felix J. Baker | |
Felix J. Baker |
Page 16 of 17 pages
AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Amendment to Schedule 13G dated February 16, 2001 relating to the Common Stock, $0.001 par value per share, of Incyte Genomics, Inc., as the same may be amended from time to time hereafter, is being filed with the Securities and Exchange Commission on behalf of each of them.
February 16, 2001
/s/ Andrew H. Tisch | |
Andrew H. Tisch |
/s/ Daniel R. Tisch | |
Daniel R. Tisch |
/s/ James S. Tisch | |
James S. Tisch |
/s/ Thomas J. Tisch | |
Thomas J. Tisch |
BAKER/TISCH INVESTMENTS, LLC By Baker/Tisch Capital, LLC, its Managing Member |
|||
By | /s/ Julian C. Baker | ||
Julian C. Baker, Managing Member |
BAKER/BROS. INVESTMENTS, LLC By Baker Bros. Capital, LLC, its Managing Member |
|||
By | /s/ Julian C. Baker | ||
Julian C. Baker, Managing Member |
/s/ Julian C. Baker | |
Julian C. Baker |
/s/ Felix J. Baker | |
Felix J. Baker |
Page 17 of 17 pages