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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 4
TO
SCHEDULE TO/A
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
EXEGENICS INC.
(Name of Subject Company (Issuer))
FOUNDATION GROWTH INVESTMENTS LLC (PARENT OF OFFEROR)
EI ACQUISITION INC. (OFFEROR)
(Names of Filing Persons (identifying status as offeror,
issuer or other person))
COMMON STOCK, PAR VALUE $0.01 PER SHARE
SERIES A CONVERTIBLE PREFERRED STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
301610 (COMMON STOCK)
(CUSIP NOT APPLICABLE FOR PREFERRED STOCK)
(CUSIP Number of Class of Securities)
TERRY ROBBINS
FOUNDATION GROWTH INVESTMENTS LLC
225 WEST WASHINGTON STREET
SUITE 2320
CHICAGO, ILLINOIS 60606
(312) 551-9900
(Name, address, and telephone number of person authorized to
receive notices and communications on behalf of filing person)
WITH A COPY TO:
TIMOTHY R. M. BRYANT
MCDERMOTT, WILL & EMERY
227 WEST MONROE STREET, SUITE 4700
CHICAGO, ILLINOIS 60606
(312) 372-2000
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CALCULATION OF FILING FEE: Previously Paid
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/x/ 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: $1,327.
Form or Registration No.: SC TO-T.
Filing Party: Foundation Growth Investments LLC and
EI Acquisition Inc.
Date Filed: May 29, 2003.
/ / 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:
/X/ third-party tender offer subject to Rule 14d-1.
/ / issuer tender offer subject to Rule 13e-4.
/ / going-private transaction subject to Rule 13e-3.
/ / 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: / /
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INTRODUCTION
This Amendment No. 4 to Schedule TO relates to the offer by Foundation
Growth Investments LLC, a Delaware limited liability company, and EI Acquisition
Inc., a Delaware corporation (collectively, the "Purchaser"), to purchase all
outstanding shares of common stock, par value $0.01 per share, and all
outstanding shares of Series A Convertible Preferred Stock, par value $0.01 per
share, of eXegenics Inc., a Delaware corporation ("eXegenics"), upon the terms
and subject to the conditions set forth in the Offer to Purchase dated May 29,
2003, as amended on June 13, 2003, June 16, 2003, June 25, 2003, and as amended
herein (the "Offer to Purchase"), and in the related Letter of Transmittal, as
amended on June 13, 2003, June 16, 2003, June 25, 2003 and as amended herein
(which, together with any amendments or supplements thereto, collectively
constitute the "Offer"). The Offer is described in a Schedule TO (as amended or
supplemented from time to time, the "Schedule TO"), initially filed by Purchaser
with the SEC on May 29, 2003, as amended on June 13, 200, June 16, 2003, June
25, 2003, and as herein amended. Copies of the Offer to Purchase and the Letter
of Transmittal have been filed as Exhibits 12(a)(1) and 12(a)(2), respectively,
of the Purchaser's Schedule TO and are incorporated herein by reference.
All information in (i) the Offer to Purchase, including all schedules
thereto, (ii) the Letter of Transmittal, (iii) the Amendment No. 1 to
Purchaser's Schedule TO filed on June 13, 2003, (iv) the Amendment No. 2 to
Purchaser's Schedule TO filed on June 16 2003, and (v) the Amendment No. 3 to
Purchaser's Schedule TO filed on June 26, 2003 are incorporated by reference in
answer to all of this items in this Schedule TO. Additional items with respect
to this Schedule TO are set forth below. Capitalized terms used but not defined
herein have the meanings ascribed to them in the Schedule TO.
ITEMS 1 THROUGH 12
Items 1 through 12 of the Schedule TO, which incorporate by reference the
information contained in the Offer to Purchase, are hereby amended and
supplemented as follows:
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
The following is hereby added to the end of "Section 8: Certain Information
Concerning EI Acquisition Inc. and Foundation Growth Investments LLC" of the
Offer to Purchase:
On July 16, 2003, eXegenics announced that it had signed a merger
agreement by which AVI BioPharma, Inc. has agreed to acquire eXegenics
in a stock-for-stock transaction. On July 16, 2003, Purchaser issued a
press release in response to eXegenics' announcement expressing
Purchaser's intention to continue with the Offer. The full text of the
press release is filed as Exhibit (a)(11) hereto.
ITEM 12. EXHIBITS.
Item 12 is hereby amended and supplemented to add the following exhibit:
(a) (11) Press Release issued by Purchaser, dated July 16, 2003.
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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.
EI ACQUISITION INC.
By: /s/ Terry Robbins
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Name: Terry Robbins
Title: President
FOUNDATION GROWTH INVESTMENTS LLC
By: Foundation Growth Management LLC
Its: Member
By:/s/ Terry Robbins
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Name: Terry Robbins
Title: Manager
Dated: July 17, 2003
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