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. 2)
________________
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.
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|||
|
x
|
issuer
tender offer subject to Rule 13e-4.
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|||
|
o
|
going-private
transaction subject to Rule 13e-3.
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|||
|
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: T
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||||
|
*If
applicable, check the appropriate box(es) below to designate the
appropriate rule provision(s) relied upon:
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||||
|
o
|
Rule
13-4(i) (Cross-Border Issuer Tender Offer)
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|||
|
o
|
Rule
14d-1(d) (Cross-Border Third-Party Tender
Offer)
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AMENDMENT
NO. 2 to SCHEDULE TO
This
Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer
Statement on Schedule TO (the “Original Schedule TO”) originally filed with the
Securities and Exchange Commission (the “SEC”) on February 5, 2010, by Enzon
Pharmaceuticals, Inc., a Delaware corporation (“Enzon”), as amended by Amendment
No. 1 to the Schedule TO, filed with the SEC on February 23, 2010 (as amended,
the “Schedule TO”). 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 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”). The Offer expired at midnight, New York City time,
on Friday, March 5, 2010.
This
Amendment is hereby filed to satisfy the reporting requirements of Rule
13e-4(c)(4) 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
1. Summary
Term Sheet.
The
information set forth in the Offer to Purchase is hereby amended and
supplemented by adding the following language thereto:
On March 8, 2010, Enzon issued a press release
announcing the final
results of the Offer. The Offer expired at midnight, New York City
time, on Friday, March 5, 2010.
A
copy of the press release is attached hereto as Exhibit (a)(5)(A) and is
incorporated herein by reference.
Item
4. Terms
of the Transaction.
Item
4 of the Schedule TO is hereby amended and supplemented by incorporating by
reference the information contained in Item 1 above.
Item
12. Exhibits.
|
(a)(1)(A)*
|
Offer
to Purchase, dated February 5, 2010.
|
|
(a)(5)(A)**
|
Press
Release, dated March 8, 2010.
|
|
(b)
|
Not
applicable.
|
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(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).
|
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(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).
|
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(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).
|
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(g)
|
Not
applicable.
|
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(h)
|
Not
applicable.
|
_______
*Previously
filed with the Original Schedule TO on February 5, 2010.
**Filed
herewith.
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.
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By:
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/s/
Craig A. Tooman
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||
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Name:
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Craig
A. Tooman
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||
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Title:
|
Executive
Vice President, Finance and
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||
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Chief
Financial Officer
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|||
Dated:
March 8, 2010
EXHIBIT
INDEX
|
(a)(1)(A)*
|
Offer
to Purchase, dated February 5, 2010.
|
|
(a)(5)(A)**
|
Press
Release, dated March 8, 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 Original Schedule TO on February 5, 2010.
**
Filed herewith.
Exhibit
(a)(5)(a)
 |
For Immediate
Release
|
|
Contact:
|
Craig
Tooman
|
|
|
EVP,
Finance and Chief
|
||
|
Financial
Officer
|
||
|
908-541-8777
|
ENZON’S
DEBT IS REDUCED BY $116 MILLION
--Debt
converted into an additional 13.5 million shares--
BRIDGEWATER,
NJ – March 8, 2010 – Enzon Pharmaceuticals, Inc. (Nasdaq: ENZN) today announced
the results from the recent tender and increased conversion periods of the 4
percent convertible notes due in 2013. As a result of the sale of the
specialty pharmaceutical business on January 29, 2010, the Company was required
to offer to repurchase for cash any and all of its convertible notes at face
value. This offer expired on March 5, 2010 and no notes were
tendered.
The
sale of the specialty pharmaceutical business also triggered an increase in the
conversion rate to 116.535 shares per $1,000 principal amount during the period
January 29, 2010 to March 4, 2010. During this period, $115.6 million
principal amount was converted into approximately 13.5 million shares of the
Company’s common stock. The enhanced conversion period has expired
and the original conversion rate of 104.712 shares per $1,000 principal amount
of notes is again in effect.
Subsequent
to the expiration of the increased conversion period and the repurchase period,
the Company’s outstanding principal balance of the notes is now $134.5 million
and the current shares of common stock outstanding is approximately
58.5 million. After the close of the specialty pharmaceutical business on
January 29, 2010, the Company had approximately $500 million of cash and
investments.
About
Enzon
Enzon
Pharmaceuticals, Inc. is a biopharmaceutical company dedicated to developing
important medicines for patients with cancer. Enzon’s drug
development programs utilize several cutting-edge approaches, including its
industry-leading PEGylation technology platform and the Locked Nucleic Acid
(LNA) technology. Enzon receives a royalty revenue stream from
licensing partnerships for other products developed using the proprietary
PEGylation technology. Further information about Enzon and this press
release can be found on the Company’s web site at www.enzon.com.
Forward
Looking Statements
There are forward-looking statements
contained herein, which can be identified by the use of forward-looking
terminology such as the words "believes," "expects," "may," "will," "should,”
"potential," "anticipates," "plans" or "intends" and similar expressions. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause actual results, events or developments to be
materially different from the future results, events or developments indicated
in such forward-looking statements. Such factors include, but are not limited
to: the timing, success and cost of clinical studies; the ability to obtain
regulatory approval of products; market acceptance of, and continuing demand
for, Enzon’s products and the impact of competitive products and
pricing. A more detailed discussion of these and other factors that
could affect results is contained in our filings with the U.S. Securities and
Exchange Commission, including our annual report on Form 10-K for the year ended
December 31, 2008. These factors should be considered
carefully and readers are cautioned not to place undue reliance on such
forward-looking statements. No assurance can be given that the future
results covered by the forward-looking statements will be achieved. All
information in this press release is as of the date of this press release and
Enzon does not intend to update this information.