UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Enzon Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
293904-10-8
(CUSIP Number)
Christopher P. Davis, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
Tel: (212) 986-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 7, 2008
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box (.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 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 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).
SCHEDULE 13D
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CUSIP No. 293904-10-8 |
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NAME OF REPORTING PERSON DellaCamera Capital Master Fund, Ltd. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o |
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SEC USE ONLY |
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SOURCE OF FUNDS WC |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o |
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CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
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NUMBER OF SHARES BENEFI-CIALLY OWNED BY EACH REPORT-ING PERSON WITH |
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SOLE VOTING POWER |
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SHARED VOTING POWER |
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SOLE DISPOSITIVE POWER |
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SHARED DISPOSITIVE POWER |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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TYPE OF REPORTING PERSON |
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NAME OF REPORTING PERSON DellaCamera Capital Fund, Ltd. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o |
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SEC USE ONLY |
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SOURCE OF FUNDS AF |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o |
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CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
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NUMBER OF SHARES BENEFI-CIALLY OWNED BY EACH REPORT-ING PERSON WITH |
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SOLE VOTING POWER |
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8 |
SHARED VOTING POWER |
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9 |
SOLE DISPOSITIVE POWER |
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SHARED DISPOSITIVE POWER |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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TYPE OF REPORTING PERSON CO |
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NAME OF REPORTING PERSON DellaCamera Capital Management, LLC
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o |
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SEC USE ONLY |
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SOURCE OF FUNDS
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o |
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CITIZENSHIP OR PLACE OF ORGANIZATION
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NUMBER OF SHARES BENEFI-CIALLY OWNED BY EACH REPORT-ING PERSON WITH |
7 |
SOLE VOTING POWER |
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8 |
SHARED VOTING POWER |
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9 |
SOLE DISPOSITIVE POWER |
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10 |
SHARED DISPOSITIVE POWER |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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TYPE OF REPORTING PERSON 00 |
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NAME OF REPORTING PERSON Ralph DellaCamera, Jr.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o |
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SEC USE ONLY |
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SOURCE OF FUNDS AF |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o |
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CITIZENSHIP OR PLACE OF ORGANIZATION United States |
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NUMBER OF SHARES BENEFI-CIALLY OWNED BY EACH REPORT-ING PERSON WITH |
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SOLE VOTING POWER |
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SHARED VOTING POWER |
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9 |
SOLE DISPOSITIVE POWER |
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10 |
SHARED DISPOSITIVE POWER |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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TYPE OF REPORTING PERSON IN, HC |
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1 |
NAME OF REPORTING PERSON
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o |
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SEC USE ONLY |
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SOURCE OF FUNDS AF |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o |
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CITIZENSHIP OR PLACE OF ORGANIZATION United States |
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NUMBER OF SHARES BENEFI-CIALLY OWNED BY EACH REPORT-ING PERSON WITH |
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SOLE VOTING POWER |
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SHARED VOTING POWER |
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9 |
SOLE DISPOSITIVE POWER |
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10 |
SHARED DISPOSITIVE POWER |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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TYPE OF REPORTING PERSON IN, HC |
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1 |
NAME OF REPORTING PERSON
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o |
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3 |
SEC USE ONLY |
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4 |
SOURCE OF FUNDS AF |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o |
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CITIZENSHIP OR PLACE OF ORGANIZATION United States |
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NUMBER OF SHARES BENEFI-CIALLY OWNED BY EACH REPORT-ING PERSON WITH |
7 |
SOLE VOTING POWER |
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8 |
SHARED VOTING POWER |
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9 |
SOLE DISPOSITIVE POWER |
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10 |
SHARED DISPOSITIVE POWER |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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TYPE OF REPORTING PERSON IN, HC |
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This statement is filed with respect to the shares of the common stock, $0.01 par value (the “Common Stock”), of Enzon Pharmaceuticals, Inc. (the “Issuer”), beneficially owned by the Reporting Persons (as defined below) as of October 7, 2008 and amends and supplements the Schedule 13D filed originally on December 19, 2007, as previously amended (collectively, the “Schedule 13D”). Except as set forth herein, the Schedule 13D is unmodified.
The names of the persons filing this statement on Schedule 13D are: DellaCamera Capital Master Fund, Ltd., a Cayman Islands exempted company (the “Master Fund”), DellaCamera Capital Fund, Ltd., a Cayman Islands exempted company (the “Offshore Fund”), DellaCamera Capital Management, LLC, a Delaware limited liability company (“DCM” and, collectively with the Master Fund and the Offshore Fund, the “Fund”), Ralph DellaCamera, Jr., a citizen of the United States (“Mr. DellaCamera”), Andrew Kurtz, a citizen of the United States (“Mr. Kurtz”) and Vincent Spinnato, a citizen of the United States (“Mr. Spinnato”) (together, the “Reporting Persons”).
Item 3. Source and Amount of Funds or Other Consideration
The Master Fund acquired the securities reported herein at an aggregate cost of $24,630,305. The funds used to purchase these securities were obtained from the general working capital of the Master Fund and margin account borrowings made in the ordinary course of business, although the Master Fund cannot determine whether any funds allocated to purchase such securities were obtained from any margin account borrowings.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D has been supplemented by adding the following:
On October 6, 2008 the Reporting Persons sent the Issuer a letter stating that the Reporting Persons were encouraged by the Issuer’s recent strategic steps and present commitment to enhance shareholder value. A copy of the letter is attached hereto as Appendix XI and is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer
(a) The Reporting Persons as a group beneficially own 3,300,763 shares of Common Stock, representing 7.4% of the outstanding shares of Common Stock. The 3,300,763 shares of Common Stock beneficially owned by the Reporting Persons are comprised of: (a) 2,743,763 shares of Common Stock, and (b) options exercisable for 557,000 shares of Common Stock.
(b) None of the Reporting Persons has sole power to vote or to direct the vote or sole power to dispose or to direct the disposition of the shares of Common Stock beneficially owned by them.
Each of the Reporting Persons has shared power to vote and to direct the vote and shared power to dispose and to direct the disposition of the 3,300,763 shares of Common Stock beneficially owned by them.
(c) A list of the transactions in the Issuer’s Common Stock that were effected by the Reporting Persons during the past sixty days other than those previously reported on this Schedule 13D is attached hereto as Appendix I.
Item 7. Material to Be Filed as Exhibits
The following documents are filed as exhibits:
Appendix I: List of the transactions in the Issuer’s Common Stock that were effected by the Reporting Persons during the past sixty days.
Appendix II: Joint Filing Agreement (previously filed).
Appendix III: Instruction C Person Information (previously filed).
Appendix IV : Letter to Issuer dated December 19, 2007 (previously filed).
Appendix V : Letter to Issuer dated January 11, 2008 (previously filed).
Appendix VI : Notice of Nomination of Stockholder Nominees dated January 14, 2008 (previously filed).
Appendix VII : Agreement among the Issuer, Master Fund, Offshore Fund and DCM dated February 11, 2008 (previously filed).
Appendix VIII : Letter to Issuer dated May 1, 2008 (previously filed)
Appendix IX: Letter to Issuer dated May 20, 2008 (previously filed)
Appendix X : Letter to the Issuer dated July 1, 2008 (previously filed)
Appendix XI: Letter to the Issuer dated October 6, 2008
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.
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Dated: |
October 7, 2008 |
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DELLACAMERA CAPITAL MASTER FUND, LTD. |
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By: /s/ Andrew Kurtz |
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Andrew Kurtz, Director |
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DELLACAMERA CAPITAL FUND, LTD. |
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By: /s/ Andrew Kurtz |
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Andrew Kurtz, Director |
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DELLACAMERA CAPITAL MANAGEMENT, LLC |
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By: /s/ Ralph DellaCamera, Jr. |
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Ralph DellaCamera, Jr., Managing Member |
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/s/ Ralph DellaCamera, Jr. |
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Ralph DellaCamera, Jr. |
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/s/ Andrew Kurtz |
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Andrew Kurtz |
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/s/ Vincent Spinnato |
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Vincent Spinnato |
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APPENDIX I
LIST OF TRANSACTIONS
Transactions Effected by DellaCamera Capital Master Fund, Ltd. in Common Stock
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Date of transaction |
Amount of securities Bought/ (Sold) |
Price per share or unit (excluding commissions) |
Where and how the transaction was effected |
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25-Aug-08 |
25,000 |
8.7651 |
Open Market |
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26-Aug-08 |
800 |
8.845 |
Open Market |
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29-Aug-08 |
500 |
9 |
Open Market |
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2-Sep-08 |
9,500 |
8.9844 |
Open Market |
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3-Sep-08 |
20,000 |
8.896 |
Open Market |
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4-Sep-08 |
20,000 |
8.7752 |
Open Market |
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5-Sep-08 |
10,000 |
8.5749 |
Open Market |
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5-Sep-08 |
10,000 |
8.5425 |
Open Market |
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9-Sep-08 |
20,000 |
8.4745 |
Open Market |
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12-Sep-08 |
5,000 |
8.7451 |
Open Market |
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15-Sep-08 |
15,000 |
8.458 |
Open Market |
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16-Sep-08 |
10,000 |
8.4381 |
Open Market |
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17-Sep-08 |
31,299 |
7.8377 |
Open Market |
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18-Sep-08 |
26,177 |
7.6407 |
Open Market |
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19-Sep-08 |
300 |
7.8 |
Open Market |
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19-Sep-08 |
11,625 |
7.7613 |
Open Market |
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22-Sep-08 |
2,700 |
7.7011 |
Open Market |
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23-Sep-08 |
5,000 |
7.725 |
Open Market |
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23-Sep-08 |
10,000 |
7.7 |
Open Market |
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24-Sep-08 |
20,000 |
7.525 |
Open Market |
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30-Sep-08 |
20,000 |
7.4265 |
Open Market |
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1-Oct-08 |
4,130 |
7.1919 |
Open Market |
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2-Oct-08 |
13,300 |
6.8567 |
Open Market |
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2-Oct-08 |
10,000 |
6.9678 |
Open Market |
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3-Oct-08 |
12,000 |
6.7999 |
Open Market |
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6-Oct-08 |
15,000 |
5.8867 |
Open Market |
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7-Oct-08 |
15,000 |
5.7634 |
Open Market |
Transactions Effected by DellaCamera Capital Master Fund, Ltd. in Call Options at $7.50 Expiring on November 22, 2008
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Date of transaction |
Amount of securities Bought/ (Sold) |
Price per share or unit (excluding commissions) |
Where and how the transaction was effected |
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1-Oct-08 |
150 |
$0.6500 |
Open Market |
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2-Oct-08 |
250 |
$0.6200 |
Open Market |
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3-Oct-08 |
160 |
$0.5813 |
Open Market |
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7-Oct-08 |
160 |
$0.4000 |
Open Market |
APPENDIX XI
October 6, 2008
Mr. Jeffrey H. Buchalter
Chairman, President, and Chief Executive Officer
Enzon Pharmaceuticals, Inc.
685 Route 202/206
Bridgewater, NJ 08807
Dear Jeff:
While we are fully aware of the recent troubles in the financial markets, we believe that the stock of Enzon (the “Company”) has been punished to a degree that borders on the absurd, particularly given the numerous assets owned by the Company coupled with the current, robust demand for biotech/pharmaceutical properties. Furthermore, we are encouraged by the recent steps taken by the Company to explore strategic alternatives for Enzon’s specialty pharmaceuticals division, a step that we had previously advocated. In light of the value disconnect that we believe exists, and armed with the present belief that the Company is committed to enhancing shareholder value, we have increased our investment in Enzon and now have beneficial ownership that exceeds 7% of the Company.
While there is clear value inherent in Enzon’s specialty pharmaceuticals division, we call attention to the Company’s royalty streams to put the undervaluation of Enzon in perspective. At the Company’s recent stock price of $6.42 per share, Enzon’s equity market capitalization is approximately $290 million. As you may recall, we have previously calculated Enzon’s remaining 75% stake in its PEG-Intron royalty stream to be worth $300 million alone! In addition, the Company had over $190 million of cash and marketable securities as of June 30, 2008 which Enzon could easily tap to implement a share repurchase program, particularly in light of the Company’s undervaluation. Indeed, every share that is bought at a discount to intrinsic value makes every remaining share worth more; at current prices, Enzon could repurchase more than half of its outstanding shares with just this existing cash!
Notwithstanding Enzon’s stock price performance, our discussions with certain members of the Company’s Board of Directors and management team, as well as your financial advisors at Goldman Sachs, have led us to presently believe that the Company is aware of the unrealistically low trading level of the stock and is committed to addressing this matter. Furthermore, we believe that all parties understand the need for action and it gives us comfort that there are many options within the Company’s control to enhance shareholder value. As such, we look forward to engaging in further dialogue with Enzon and its advisors to help ensure that value is delivered in an effective and timely manner.
As always, and while aware of the vagaries of the markets, we remain intent upon seeing that the value of Enzon is appropriately reflected in its stock price.
Sincerely,
/s/ Richard P. Mansouri
Richard P. Mansouri
Portfolio Manager
cc: The Board of Directors