SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Esperion Therapeutics, Inc.
(Name of Issuer)
Common Stock, $.001 par value per share
(Title of Class of Securities)
29664R106
(CUSIP Number)
Durus Life Sciences Master Fund Ltd.
c/o International Fund Services (Ireland) Ltd.
3rd Floor, Bishops Square
Redmonds Hill
Dublin 2, Ireland
Attention: Susan Byrne
(Name, address and telephone number of person
authorized to receive notices and communications)
February 4, 2004
(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 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 Rule 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 ("Exchange Act") or otherwise subject to the liabilities of that section of
the Exchange Act but shall be subject to all other provisions of the Exchange
Act (however, see the Notes).
(Page 1 of 4 Pages)
CUSIP No. 29664R106 13D/A Page 2 of 4 Pages
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Durus Life Sciences Master Fund Ltd.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS **
WC, OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
-0-
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
-0-
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
-0-
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(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
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(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
0%
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(14) TYPE OF REPORTING PERSON **
OO
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 29664R106 13D/A Page 3 of 4 Pages
The Schedule 13D originally filed on October 30, 2003, and amended on January
16, 2004 (the "Schedule 13D") by Durus Life Sciences Master Fund Ltd., a Cayman
Islands Exempted Company (the "Reporting Person"), relating to the common stock,
par value $.001 per share (the "Shares"), of Esperion Therapeutics, Inc. (the
"Issuer"), is hereby amended and supplemented as set forth below by this
Amendment No. 2 to the Schedule 13D.
Item 4. Purpose of the Transaction.
Item 4 of the Schedule 13D is hereby amended and restated in its entirety as
follows:
The Shares reported herein were acquired for the Reporting Person by the
Portfolio Manager. The Reporting Person acquired and held such Shares for
investment purposes, with no intention to influence or change the management or
other affairs of the Issuer. On January 7, 2004, the Reporting Person entered
into a Settlement Agreement and Mutual Releases (the "Settlement Agreement")
with the Issuer, Scott Sacane, the Portfolio Manager and Durus Capital
Management (N.A.), LLC, which is discussed in Item 6 hereof. As of February 4,
2004, the Reporting Person no longer beneficially owned any Shares.
Item 5. Interest in Securities of the Issuer.
Item 5(a) is hereby amended and restated in its entirety as follows:
(a) As of January 14, 2004, the Reporting Person beneficially owned
9,370,000 Shares, representing 27.5% of the Issuer's outstanding Shares. The
percentage of Shares reported herein is based upon the 34,118,527 Shares
reported on the Issuer's Schedule 14D-9 filed January 7, 2004 to be outstanding
as of January 2, 2004, which is the most recently available filing with the
Securities and Exchange Commission containing information about the number of
outstanding Shares of the Issuer.
Item 5(c) is hereby supplemented as follows:
Pursuant to a tender offer (the "Tender Offer") made by Pfizer, Inc ("Pfizer")
on January 6, 2004 for 100% of the total outstanding equity of the Issuer at a
per share price of $35.00, the Reporting Person distributed its holdings to its
investors, who directly or indirectly tendered Shares to Pfizer in the Tender
Offer. The Reporting Person ceased to hold any shares of the Issuer after the
distribution.
Item 5(e) is hereby amended and restated in its entirety as follows:
(e) The Reporting Person ceased to be a beneficial owner of more
than 5% of the Shares on February 4, 2004.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Item 6 is hereby supplemented as follows:
Pursuant to the Settlement Agreement, among other things, the Reporting Person
agreed to pay approximately $32 million plus interest to the Issuer in
settlement of the Issuer's claims for disgorgement of profits under Section
16(b) of the Exchange Act. In addition, the Issuer consented to the Reporting
Person tendering the Shares pursuant to the Tender Offer and/or distributing the
Shares to the Investors, and to the Investors tendering the Shares pursuant to
the Tender Offer or distributing the Shares to their respective members or
shareholders, as the case may be, who could either tender the Shares or
otherwise dispose of them free of the terms of the Voting and Transfer
Restriction Agreement.
Item 7. Materials to be Filed as Exhibits.
Item 7 is hereby supplemented as follows:
A copy of the Settlement Agreement referenced in Item 6 hereof is attached as
Exhibit 2 hereto.
CUSIP No. 29664R106 13D/A Page 4 of 4 Pages
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
DATED: July 23, 2004
Durus Life Sciences Master Fund Ltd.
By: /s/ Leslie L. Lake
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Name: Leslie L. Lake
Title: Director