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 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 (the “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 11 pages
| CUSIP No. 45337C-10-2 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Andrew H. Tisch |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (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 3,152,554 |
| 6 | SHARED VOTING POWER -0- |
|
| 7 | SOLE DISPOSITIVE POWER 3,152,554 |
|
| 8 | SHARED DISPOSITIVE POWER -0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 3,152,554 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | [ ] |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.3% |
| 12 | TYPE OF REPORTING PERSON (See Instructions) IN |
Page 2 of 11 pages
| CUSIP No. 45337C-10-2 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Daniel R. Tisch |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (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 3,152,554 |
| 6 | SHARED VOTING POWER -0- |
|
| 7 | SOLE DISPOSITIVE POWER 3,152,554 |
|
| 8 | SHARED DISPOSITIVE POWER -0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,152,554 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | [ ] |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.3% |
| 12 | TYPE OF REPORTING PERSON (See Instructions) IN |
Page 3 of 11 pages
| CUSIP No. 45337C-10-2 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) James S. Tisch |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (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 3,152,554 |
| 6 | SHARED VOTING POWER -0- |
|
| 7 | SOLE DISPOSITIVE POWER 3,152,554 |
|
| 8 | SHARED DISPOSITIVE POWER -0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,152,554 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | [ ] |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.3% |
| 12 | TYPE OF REPORTING PERSON (See Instructions) IN |
Page 4 of 11 pages
| CUSIP No. 45337C-10-2 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Thomas J. Tisch |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (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 3,352,554 |
| 6 | SHARED VOTING POWER -0- |
|
| 7 | SOLE DISPOSITIVE POWER 3,352,554 |
|
| 8 | SHARED DISPOSITIVE POWER -0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,352,554 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | [ ] |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.6% |
| 12 | TYPE OF REPORTING PERSON (See Instructions) IN |
Page 5 of 11 pages
| Item 1(a) | Name of Issuer: Incyte Corporation |
| Item 1(b) | Address of Issuer’s Principal Executive Offices: Route 141 & Henry Clay Road Building E336 Wilmington, Delaware 19880 |
| Item 2(a) | Name of Person Filing: |
This Schedule 13G is being filed jointly by Andrew H. Tisch, Daniel R. Tisch, James S. Tisch and Thomas J. Tisch (the “Reporting Persons”).
| Item 2(b) | Address of Principal Business Office or, if none, Residence: |
| Name | Business Address |
||
| Andrew H. Tisch | 667 Madison Avenue New York, New York 10021 |
||
| Daniel R. Tisch | c/o TowerView LLC 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 |
| Item 2(c) | Citizenship: Each of the Reporting Persons is a United States citizen. |
| Item 2(d) | Title of Class of Securities: Common Stock, par value $0.001 per share |
| Item 2(e) | CUSIP Number: 45337C-10-2 |
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b)
or (c), check whether the person filing is a: N/A |
| (a) | [ ] | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
Page 6 of 11 Pages
| (b) | [ ] | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) | [ ] | Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c). |
| (d) | [ ] | Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | [ ] | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | [ ] | An employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |
| (g) | [ ] | A 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 (12 U.S.C. 1813); |
| (i) | [ ] | A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3); |
| (j) | [ ] | Group, in accordance with §240.13d-1(b)(1)(ii)(J); |
| Item 4. | Ownership. |
Because of 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 any shares of Common Stock owned by any other Reporting Person, except to the extent that beneficial ownership is expressly reported herein.
Set forth below is the aggregate number of shares of Common Stock, including shares that may be acquired upon conversion of 5.5% Convertible Subordinated Notes due 2007 at the presently applicable conversion price of $67.4195, held as of the date hereof by each of the following, together with the percentage of the outstanding shares of Common Stock that such number represents based upon 72,753,938 shares outstanding on March 31, 2004, as reported on the Company’s Form 10-Q for the fiscal quarter ended March 31, 2004.
Page 7 of 11
| Name |
Number of Shares |
Percent of Class Outstanding |
|||||
|---|---|---|---|---|---|---|---|
| Andrew H. Tisch | 117,592 | 0.2% | |||||
| Andrew H. Tisch 1995 Issue Trust 1 | 50,178 | 0.1% | |||||
| Andrew H. Tisch 1995 Issue Trust 2 | 50,178 | 0.1% | |||||
| Andrew H. Tisch 1999 Trust | 67,825 | 0.1% | |||||
| Andrew H. Tisch 2002 Annuity Trust VI | 7,416 | 0.0% | |||||
| Andrew H. Tisch 2003 Annuity Trust IV | 103,852 | 0.1% | |||||
| Daniel R. Tisch | 117,592 | 0.2% | |||||
| Daniel R. Tisch 1999 Issue Trust | 100,356 | 0.1% | |||||
| Daniel R. Tisch 1999 Trust | 67,825 | 0.1% | |||||
| Daniel R. Tisch 2002 Annuity Trust VI | 7,416 | 0.0% | |||||
| Daniel R. Tisch 2003 Annuity Trust IV | 103,852 | 0.1% | |||||
| Four-Fourteen Partners, LLC | 200,000 | 0.3% | |||||
| Four Partners | 2,755,513 | 3.8% | |||||
| James S. Tisch | 117,592 | 0.2% | |||||
| James S. Tisch 1999 Issue Trust | 100,356 | 0.1% | |||||
| James S. Tisch 1999 Trust | 67,825 | 0.1% | |||||
| James S. Tisch 2002 Annuity Trust VI | 7,416 | 0.0% | |||||
| James S. Tisch 2003 Annuity Trust IV | 103,852 | 0.1% | |||||
| Joan H. Tisch | 24,100 | 0.1% | |||||
| Thomas J. Tisch | 117,592 | 0.2% | |||||
| Thomas J. Tisch 1994 Issue Trust | 100,356 | 0.1% | |||||
| Thomas J. Tisch 1999 Trust | 67,825 | 0.1% | |||||
| Thomas J. Tisch 2002 Annuity Trust VI | 7,416 | 0.0% | |||||
| Thomas J. Tisch 2003 Annuity Trust V | 103,852 | 0.1% | |||||
| Total | 4,543,677 | 6.2% | |||||
Each person listed above has sole power to vote or direct the vote of and to dispose or direct the disposition of the securities listed after such person’s name, except as follows:
| (1) | By virtue of their status as trustees of the respective Annuity Trusts and Issue Trusts referred to above, each of Andrew H. Tisch, Daniel R. Tisch, James S. Tisch and Thomas J. Tisch may be deemed to be the beneficial owner of securities held by those trusts of which he is trustee and to have sole power to vote or direct the vote of and to dispose or direct the disposition of such securities. |
| (2) | By virtue of their status as managing trustees of the trusts that 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 securities owned by Four Partners and shared power to vote or direct the vote of and to dispose or direct the disposition of such securities. |
Page 8 of 11 Pages
| (3) | By virtue of his status as manager of Four-Fourteen Partners, LLC, Thomas J. Tisch may be deemed to be the beneficial owner of securities owned by Four-Fourteen Partners, LLC, and to have power to vote or direct the vote of and to dispose or direct the disposition of securities owned by Four-Fourteen Partners, LLC. |
| 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 [ ]. N/A
| 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 or Control Person. |
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 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 and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Page 9 of 11 pages
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.
July 9, 2004
| /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 |
Page 10 of 11 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 Statement on Schedule 13G relating to the Common Stock of Incyte Corporation is being filed with the Securities and Exchange Commission on behalf of each of them.
July 9, 2004
| /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 |
Page 11 of 11 pages