SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
TO
(Rule
14d-100)
Tender
Offer Statement under Section 14(d)(1) or 13(e)(1)
of
the Securities Exchange Act of 1934
(Amendment
No. 1)
ENZON
PHARMACEUTICALS, INC.
(Name
of Subject Company (Issuer))
ENZON
PHARMACEUTICALS, INC.
(Names
of Filing Persons (Issuer))
4%
Convertible Senior Notes due 2013
(Title
of Class of Securities)
293904
AE 8; 293904 AD 0
(CUSIP
Numbers of Class of Securities)
Scott
B. Waldman, Esq.
Enzon
Pharmaceuticals, Inc.
685
Route 202/206
Bridgewater,
New Jersey 08807
(908)
541-8600
Copy
to:
Andrea
Nicolas, Esq.
Skadden,
Arps, Slate, Meagher & Flom LLP
4
Times Square
New
York, New York 10036
(212)
735-3000
(Name,
Address and Telephone Numbers of Person
Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
Calculation
of Filing Fee
|
Transaction
Valuation*
|
Amount
of Filing Fee**
|
|
$250,050,000
|
$17,829
|
|
*
|
Calculated
solely for purpose of determining the amount of the filing fee pursuant to
and based upon a purchase of $1,000 per $1,000 amount of Enzon's 4%
Convertible Senior Notes due 2013. The amount of the filing
fee, $71.30 for each $1,000,000 of value, was calculated in accordance
with Rule 0-11 of the Securities Exchange Act of 1934, as
amended.
|
|
**
|
Previously
Paid.
|
| o |
Check
the box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its
filing.
|
|
Amount
Previously Paid:
|
None
|
Filing
Party:
|
Not
applicable
|
|
|
Form
or Registration No.:
|
Not
applicable
|
Date
Filed:
|
Not
applicable
|
| o |
Check
the box if the filing relates solely to preliminary communications made
before the commencement of a tender
offer.
|
Check
the appropriate boxes below to designate any transactions to which the statement
relates:
| o |
third-party
tender offer subject to Rule 14d-1.
|
| x |
issuer
tender offer subject to Rule 13e-4.
|
| o |
going-private
transaction subject to Rule 13e-3.
|
| o |
amendment
to Schedule 13D under Rule 13d-2.
|
Check
the following box if the filing is a final amendment reporting the results of
the tender offer: o
*If
applicable, check the appropriate box(es) below to designate the appropriate
rule provision(s) relied upon:
| o |
Rule
13-4(i) (Cross-Border Issuer Tender Offer)
|
| o |
Rule
14d-1(d) (Cross-Border Third-Party Tender
Offer)
|
AMENDMENT
NO. 1 to SCHEDULE TO
This
Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer
Statement on Schedule TO (the “Schedule TO”) originally filed with the
Securities and Exchange Commission (the “SEC”) on February 5, 2010, by Enzon
Pharmaceuticals, Inc., a Delaware corporation (“Enzon”). The Schedule TO relates
to the offer by Enzon to purchase for cash any and all of its outstanding 4%
Convertible Senior Notes due 2013 (the “Notes”) at a purchase price of $1,000
per $1,000 principal amount, plus accrued
and unpaid interest thereon up
to, but not including, the date of purchase upon the terms and
subject to the conditions set forth in the Offer to Purchase (the "Purchase
Price"), dated February 5, 2010 (the “Offer to Purchase”), a copy of which is
filed as Exhibit (a)(1)(A) to the Schedule TO (which together constitute the
"Offer").
This
Amendment is hereby filed to satisfy the reporting requirements of Rule
13e-4(c)(3) under the Securities Exchange Act of 1934, as amended. Capitalized
terms used and not defined herein shall have the meanings given to them in the
Offer to Purchase and Schedule TO.
Item
3. Identity and Background of the
Filing Person.
The
information set forth in the Schedule TO is hereby amended and supplemented by
adding the following language thereto:
On February 22, 2010, Enzon issued a press release
announcing the resignation of Jeffrey H. Buchalter as Director, President and
Chief Executive Officer. In light of Mr. Buchalter's resignation,
Enzon's board of directors established an executive committee (the “Executive Committee”) which is serving as a search committee for a new Chief
Executive Officer. The Executive Committee appointed Ralph del Campo,
who previously had been serving as Enzon's Executive Vice President, Technical
Operations, as Chief Operating Officer and designated Mr. del Campo as Enzon's
principal executive officer. Also, the Executive Committee appointed
Dr. Ivan Horak as President of Research and Development. Dr. Horak
previously had been serving as Enzon's Executive Vice President, Research and
Development and Chief Scientific Officer.
Item
12. Exhibits.
|
(a)(1)(A)*
|
Offer
to Purchase, dated February 5, 2010.
|
|
(b)
|
Not
applicable.
|
|
(d)(1)
|
Indenture,
dated as of May 23, 2006, between Enzon Pharmaceuticals, Inc. and
Wilmington Trust Company, as trustee (filed as Exhibit 4.1 to Enzon's Form
8-K filed on May 25, 2006 and incorporated herein by
reference).
|
|
(d)(2)
|
First
Supplemental Indenture, dated as of August 25, 2008, between Enzon
Pharmaceuticals, Inc. and Wilmington Trust Company, as trustee (filed as
Exhibit 4.1 to Enzon's Form 8-K filed on August 25, 2008 and incorporated
herein by reference).
|
|
(d)(3)
|
Rights
Agreement, dated May 17, 2002, between Enzon Pharmaceuticals, Inc. and
Continental Stock Transfer & Trust Company, as rights agent (filed as
Exhibit 1 to Enzon's Form 8-A12G filed on May 22, 2002 and incorporated
herein by reference).
|
|
(d)(4)
|
First
Amendment to the Rights Agreement, dated as of February 19, 2003, between
Enzon Pharmaceuticals, Inc. and Continental Stock Transfer & Trust
Company, as rights agent (filed as Exhibit 2 to Enzon's Form 8-A12G/A
filed on February 20, 2003 and incorporated herein by
reference).
|
|
(d)(5)
|
Second
Amendment to the Rights Agreement, dated as of January 7, 2008, between
Enzon Pharmaceuticals, Inc. and Continental Stock Transfer & Trust
Company, as rights agent (filed as Exhibit 6 to Enzon's Form 8-A12G/A
filed on January 8, 2008 and incorporated herein by
reference).
|
|
(d)(6)
|
Third
Amendment to the Rights Agreement, dated as of July 23, 2009, between
Enzon Pharmaceuticals, Inc. and Continental Stock Transfer & Trust
Company, as rights agent (filed as Exhibit 4.1 to Enzon's Form 8-K filed
on July 24, 2009 and incorporated herein by reference).
|
|
(d)(7)
|
2001
Incentive Stock Plan, as amended and restated, of Enzon Pharmaceuticals,
Inc. (filed as Exhibit 10.1 to Enzon's Form 8-K filed on May 19, 2006 and
|
| incorporated herein by reference). | |
|
(d)(8)
|
2007
Employee Stock Purchase Plan (filed as Exhibit 10.1 to Enzon's Form S-8
filed on January 29, 2007 and incorporated herein by
reference).
|
|
(d)(9)
|
2007
Outside Director Compensation Plan, as amended (filed as Exhibit 10.1 to
Enzon's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007
filed on August 2, 2007 and incorporated herein by
reference).
|
|
(g)
|
Not
applicable.
|
|
(h)
|
Not
applicable.
|
________________
*Previously
filed with the Schedule TO on February 5, 2010.
SIGNATURE
After
due 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.
|
ENZON
PHARMACEUTICALS, INC.
|
|||
|
By:
|
/s/
Craig A. Tooman
|
||
|
Name:
|
Craig
A. Tooman
|
||
|
Title:
|
Executive
Vice President, Finance and
|
||
|
Chief
Financial Officer
|
|||
Dated:
February 23, 2010
EXHIBIT
INDEX
|
(a)(1)(A)*
|
Offer
to Purchase, dated February 5, 2010.
|
|
(b)
|
Not
applicable.
|
|
(d)(1)
|
Indenture,
dated as of May 23, 2006, between Enzon Pharmaceuticals, Inc. and
Wilmington Trust Company, as trustee (filed as Exhibit 4.1 to Enzon's Form
8-K filed on May 25, 2006 and incorporated herein by
reference).
|
|
(d)(2)
|
First
Supplemental Indenture, dated as of August 25, 2008, between Enzon
Pharmaceuticals, Inc. and Wilmington Trust Company, as trustee (filed as
Exhibit 4.1 to Enzon's Form 8-K filed on August 25, 2008 and incorporated
herein by reference).
|
|
(d)(3)
|
Rights
Agreement, dated May 17, 2002, between Enzon Pharmaceuticals, Inc. and
Continental Stock Transfer & Trust Company, as rights agent (filed as
Exhibit 1 to Enzon's Form 8-A12G filed on May 22, 2002 and incorporated
herein by reference).
|
|
(d)(4)
|
First
Amendment to the Rights Agreement, dated as of February 19, 2003, between
Enzon Pharmaceuticals, Inc. and Continental Stock Transfer & Trust
Company, as rights agent (filed as Exhibit 2 to Enzon's Form 8-A12G/A
filed on February 20, 2003 and incorporated herein by
reference).
|
|
(d)(5)
|
Second
Amendment to the Rights Agreement, dated as of January 7, 2008, between
Enzon Pharmaceuticals, Inc. and Continental Stock Transfer & Trust
Company, as rights agent (filed as Exhibit 6 to Enzon's Form 8-A12G/A
filed on January 8, 2008 and incorporated herein by
reference).
|
|
(d)(6)
|
Third
Amendment to the Rights Agreement, dated as of July 23, 2009, between
Enzon Pharmaceuticals, Inc. and Continental Stock Transfer & Trust
Company, as rights agent (filed as Exhibit 4.1 to Enzon's Form 8-K filed
on July 24, 2009 and incorporated herein by reference).
|
|
(d)(7)
|
2001
Incentive Stock Plan, as amended and restated, of Enzon Pharmaceuticals,
Inc. (filed as Exhibit 10.1 to Enzon's Form 8-K filed on May 19, 2006 and
incorporated herein by reference).
|
|
(d)(8)
|
2007
Employee Stock Purchase Plan (filed as Exhibit 10.1 to Enzon's Form S-8
filed on January 29, 2007 and incorporated herein by
reference).
|
|
(d)(9)
|
2007
Outside Director Compensation Plan, as amended (filed as Exhibit 10.1 to
Enzon's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007
filed on August 2, 2007 and incorporated herein by
reference).
|
|
(g)
|
Not
applicable.
|
|
(h)
|
Not
applicable.
|
________________
*
Previously filed with the Schedule TO on February 5, 2010.