sc13da4.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 4)*
E-Z-EM,
INC.
|
(Name
of Issuer)
|
|
Common
stock, $.10 par value per share
|
(Title
of Class of Securities)
|
|
269305405
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(CUSIP
Number)
|
Linda
B. Stern
23
I.U. Willets Road
Old
Westbury, New York 11568
(516)
997-0468
Copies
to:
Robert
B. Pincus, Esq.
Steven
J. Daniels, Esq.
Skadden,
Arps, Slate, Meagher & Flom LLP
One
Rodney Square, P.O. Box 636
Wilmington,
Delaware 19899-0636
(302)
651-3000
|
|
(Name,
Address and Telephone Number of Person Authorized
|
to
Receive Notices and Communications)
|
|
April
1, 2008
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(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 240.13d-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
("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).
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SCHEDULE 13D
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CUSIP No.
12008R-10-7
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|
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1
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NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Estate
of Howard S. Stern (EIN: 26-6028365)
|
2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
3
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SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
Not
Applicable
|
5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York State
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
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SOLE
VOTING POWER
0
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8
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SHARED
VOTING POWER
0
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9
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SOLE
DISPOSITIVE POWER
0
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10
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SHARED
DISPOSITIVE POWER
0
|
11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
12
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
|
14
|
TYPE
OF REPORTING PERSON
OO
|
|
SCHEDULE 13D
|
|
CUSIP No.
12008R-10-7
|
|
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Linda
B. Stern
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
Not
Applicable
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
0
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
|
14
|
TYPE
OF REPORTING PERSON
IN
|
This
Amendment No. 4 to Schedule 13D ("Amendment No. 4") amends the Schedule 13D (the
"Initial Statement") filed by Linda B. Stern ("Linda Stern" or "Mrs. Stern") and
the Estate of Howard S. Stern (the "H. Stern Estate" and, with Linda Stern, the
"Reporting Persons") on January 23, 2006, as amended by Amendment No. 1 thereto
filed on May 23, 2006 ("Amendment No. 1"), Amendment No. 2 thereto filed on
October 3, 2007 ("Amendment No. 2"), and Amendment No. 3 thereto filed on
November 2, 2007 ("Amendment No. 3" and, collectively with the Initial
Statement, Amendment No. 1, Amendment No. 2, and this Amendment No. 4, the
"Statement") relating to the beneficial ownership of shares of common stock, par
value $0.10 per share (the "E-Z-EM Common Stock"), of E-Z-EM, Inc., a Delaware
corporation (“E-Z-EM”). Unless otherwise indicated, all capitalized terms used
herein shall have the meanings set forth in the Statement and, unless amended
hereby, all information previously filed remains in effect. As set
forth below, the Reporting Persons no longer beneficially own, or have shared
power to vote or direct the vote of, any shares of E-Z-EM Common Stock and
accordingly this Amendment No. 4 constitutes the final amendment to the Initial
Statement and an exit filing for the Reporting Persons.
Item
4. Purpose of Transaction
Item
4 is hereby amended and supplemented by adding the following at the end
thereof:
On April 1, 2008, E-Z-EM consummated
the transactions contemplated by the Agreement and Plan of Merger, dated October
30, 2007 ("Merger Agreement"), by and among E-Z-EM, Bracco Diagnostics, Inc.
("Bracco"), Eagle Acquisition Sub, Inc., a wholly owned subsidiary of Bracco
(“Merger Sub”), and, for limited purposes, Bracco Imaging S.p.A., an Italian
corporation (“Bracco Imaging”). Pursuant to the terms of the Merger
Agreement, as a result of the merger contemplated thereby, all of the shares of
E-Z-EM Common Stock, including the shares previously owned by the Reporting
Persons, were converted into the right to receive a cash payment of $21.00 per
share.
Item
5. Interest in Securities of the Issuer.
Item
5 is hereby amended as follows:
(a) As a result of the consummation of
the transactions contemplated by the Merger Agreement, neither of the Reporting
Persons beneficially owns any shares of E-Z-EM Common Stock.
(b) As a result of the consummation of
the transactions contemplated by the Merger Agreement, neither of the Reporting
Persons has sole or shared power to vote, direct the vote, dispose or direct the
disposition of any shares of E-Z-EM Common Stock.
(c) Except as set forth in the
Statement, including Item 4 of this Amendment No. 4, neither of the Reporting
Persons has effected any transactions in the E-Z-EM Common Stock during the past
60 days.
(d) Not applicable.
(e) As a result of the consummation
of the transactions contemplated by the Merger Agreement, the Reporting Persons
ceased to be the beneficial owners of more than 5% of the shares of E-Z-EM
Common Stock on April 1, 2008.
Item
7. Material to be Filed as Exhibits.
There are no exhibits to this
Amendment No. 4.
SIGNATURES
After reasonable 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.
Dated:
April 4, 2008
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THE
ESTATE OF HOWARD S. STERN
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|
|
|
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/s/
Linda B. Stern
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Linda
B. Stern
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Executor
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After reasonable 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.
Dated:
April 4, 2008
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/s/
Linda B. Stern
|
|
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Linda
B. Stern
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