SCHEDULE 13D
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CUSIP No. 451695 10 0
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Page
2
of
11
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY)
Thomas L. Kempner
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|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
(a)
XX
(b)
o
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS*
PF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
o
|
|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
|
NUMBER OF
SHARES
|
7
|
SOLE VOTING
POWER 77,212,236
|
|
BENEFICIALLY
OWNED BY
|
8
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SHARED VOTING
POWER 0
|
|
EACH
REPORTING
|
9
|
SOLE DISPOSITIVE
POWER 77,212,236
|
|
PERSON WITH
|
10
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SHARED DISPOSITIVE
POWER 0
|
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
77,212,236
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
43.5%
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14
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TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
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CUSIP No. 451695 10 0
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Page
3
of
11
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|
1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY)
Thomas L. Kempner, Trustee, Trust F/B/O Carl L.
Kempner, Alan H. Kempner, Jr. and Thomas L. Kempner
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|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
(a)
XX
(b)
o
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS*
PF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
o
|
|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
New York
|
|
NUMBER OF
SHARES
|
7
|
SOLE VOTING
POWER 4,119,707
|
|
BENEFICIALLY
OWNED BY
|
8
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SHARED VOTING
POWER 0
|
|
EACH
REPORTING
|
9
|
SOLE DISPOSITIVE
POWER 4,119,707
|
|
PERSON WITH
|
10
|
SHARED DISPOSITIVE
POWER 0
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
4,119,707
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
3.6%
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14
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TYPE OF REPORTING PERSON*
OO
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SCHEDULE 13D
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CUSIP No. 451695 10 0
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Page
4
of
11
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY)
Estate of Margaret Kempner
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
(a)
XX
(b)
o
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS*
PF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
|
NUMBER OF
SHARES
|
7
|
SOLE VOTING
POWER 131,414
|
|
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING
POWER 0
|
|
EACH
REPORTING
|
9
|
SOLE DISPOSITIVE
POWER 131,414
|
|
PERSON WITH
|
10
|
SHARED DISPOSITIVE
POWER 0
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
131,414
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0.1%
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|
14
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TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
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CUSIP No. 451695 10 0
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Page
5
of
11
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY)
Thomas L. Kempner, Trustee, Trust F/B/O Rosemary
Kempner
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
(a)
XX
(b)
o
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS*
PF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
|
|
NUMBER OF
SHARES
|
7
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SOLE VOTING
POWER 81,120
|
|
BENEFICIALLY
OWNED BY
|
8
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SHARED VOTING
POWER 0
|
|
EACH
REPORTING
|
9
|
SOLE DISPOSITIVE
POWER 81,120
|
|
PERSON WITH
|
10
|
SHARED DISPOSITIVE
POWER 0
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
81,120
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0.07%
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|
14
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TYPE OF REPORTING PERSON*
OO
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SCHEDULE 13D
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CUSIP No. 451695 10 0
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Page
6
of
11
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|
1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY)
Thomas L. Kempner, Trustee, Trust F/B/O Thomas L.
Kempner
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
(a)
XX
(b)
o
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS*
PF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
|
|
NUMBER OF
SHARES
|
7
|
SOLE VOTING
POWER 71,483,892
|
|
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING
POWER 0
|
|
EACH
REPORTING
|
9
|
SOLE DISPOSITIVE
POWER 71,483,892
|
|
PERSON WITH
|
10
|
SHARED DISPOSITIVE
POWER 0
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
71,483,892
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
41.4%
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14
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TYPE OF REPORTING PERSON*
OO
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CUSIP No. 451695 10 0
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Page
7
of
11
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY)
Ann Bernhard Kempner
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
(a)
XX
(b)
o
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS*
PF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
|
NUMBER OF
SHARES
|
7
|
SOLE VOTING
POWER 110,000
|
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BENEFICIALLY
OWNED BY
|
8
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SHARED VOTING
POWER 0
|
|
EACH
REPORTING
|
9
|
SOLE DISPOSITIVE
POWER 110,000
|
|
PERSON WITH
|
10
|
SHARED DISPOSITIVE
POWER 0
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
110,000
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0.1%
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14
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TYPE OF REPORTING PERSON*
IN
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The Statement on Schedule 13D (“Schedule 13D”), dated
December 14, 1995 and amended on June 8, 2000, October 5, 2000, September 25, 2001,
September 17, 2002 and December 31, 2002 which was filed on behalf of Thomas L.
Kempner, with regard to his beneficial ownership of shares of Common Stock, $0.01
par value (the “Shares”), of IGENE Biotechnology, Inc., a Maryland
corporation (the “Company”), is hereby amended, supplemented and
restated as set forth below.
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Item 1.
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Security and Issuer.
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This statement on Schedule 13D/A No. 6 relates to the Shares of the
Company.
The address of the Company’s principal executive offices is
9110 Red Branch Road, Columbia, Maryland 21045-2097.
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Item 2.
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Identity and Background.
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This Statement is being filed on behalf of (a) Thomas L. Kempner;
(b) Thomas L. Kempner, Trustee, Trust F/B/O Carl L. Kempner, Alan H. Kempner, Jr.
and Thomas L. Kempner; (c) Estate of Margaret Kempner, (d) Thomas L, Kempner,
Trustee, Trust F/B/O Rosemary Kempner; (e) Thomas L. Kempner, Trustee, Trust F/B/O
Thomas L. Kempner; and (f) Ann Bernhard Kempner (collectively, the “Filing
Persons”).
Set forth below is certain information with respect to each of the
Filing Persons and each of the persons enumerated in General Instruction C to
Schedule 13D.
Thomas L. Kempner
. Mr. Kempner is
a citizen of the United States of America, and his business address is c/o Loeb
Partners Corporation, 61 Broadway, New York, New York 10006. His present principal
employment is Chairman of Loeb Partners Corporation, a registered broker dealer and
its parent Loeb Holding Corp. Mr. Kempner is also a director of the
Company.
Alan H. Kempner, Jr.
and
Carl L. Kempner
are Thomas L.
Kempner’s brothers.
Estate of Margaret Kempner
is the
Estate of Thomas L. Kempner’s mother, Margaret Kempner.
Rosemary Kempner
is Thomas L.
Kempner’s sister-in-law.
Ann Bernhard Kempner
is Thomas L.
Kempner’s wife.
During the last five years, the Filing Persons have not, (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which he, she or it
was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, Federal or State securities
laws, or finding any violation with respect to such laws.
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Item 3.
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Source and Amount of Funds or Other
Consideration.
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The Securities reported herein were acquired directly or indirectly
with personal funds in the case of individuals and trust funds in the case of
trusts.
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Item 4.
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Purpose of Transaction.
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All Securities were acquired for investment purposes. The Filing
Persons may, depending upon market conditions and other factors, acquire additional
Shares in the future through additional loans to the Company or through open market
or privately negotiated transactions or effect other transactions which would
result in any of the actions specified in clauses (a) through (j) of Item 4 of the
Instructions to Schedule 13D.
Except as set forth above, none of the Filing Persons has formulated
any plans or proposals as a result of ownership which relate to or would result in
any of the actions specified in clauses (a) through (j) of Item 4 of the
Instructions to Schedule 13D.
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Item 5.
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Interest in Securities of the
Issuer.
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(a) As of the date of this
Statement, Thomas L. Kempner beneficially owned warrants and Convertible Notes,
exercisable or convertible into an aggregate of 44,429,038 and 22,920,215 shares of
common stock, respectively. As of such date, Thomas L. Kempner also beneficially
owned an aggregate of 9,862,983 shares of Common Stock. As of the date of this
Statement, based on the Shares outstanding as of October 31, 2007, the Filing
Persons, individually, are the direct beneficial owners of the following amounts of
Common Stock:
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|
|
Percentage of
Outstanding Shares
|
|
|
|
|
|
Thomas L. Kempner
|
77,212,236
|
43.5%
|
|
|
|
|
|
Thomas L. Kempner, Trustee, Trust F/B/O Carl L.
Kempner, Alan H. Kempner, Jr. and Thomas L. Kempner
|
4,119,707
|
3.6%
|
|
|
|
|
|
Estate of Margaret Kempner
|
131,414
|
0.1%
|
|
|
|
|
|
Thomas L. Kempner, Trustee, Trust F/B/O Rosemary
Kempner
|
81,120
|
0.07%
|
|
|
|
|
|
Thomas L. Kempner, Trustee,
Trust F/B/O Thomas L. Kempner
|
71,483,892
|
41.4%
|
|
|
|
|
|
Ann Bernhard Kempner
|
110,000
|
0.1%
|
(b) Ann Bernhard Kempner, Rosemary
Kempner and Thomas L. Kempner, when acting as beneficiary only, may be deemed to
own beneficially (as defined in Rule 13d-3 promulgated under the Securities
Exchange Act of 1934, as amended) no Shares owned by the Trusts. Each of such
persons disclaims beneficial ownership of such Shares except to the extent of her
or his pecuniary interest therein.
(c) Except as set forth herein, none
of the Filing Persons beneficially owns or has a right to acquire any equity
interest of the Company or effected any transaction in the equity securities of the
Company during the past 60 days.
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Item 6.
|
Contracts, Arrangements, Understandings or
Relationships with Respect to the Securities of the
Issuer.
|
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the Filing Persons and between such
persons and any person with respect to any securities of the Company, including but
not limited to transfer or voting of any of the securities of the Company,
finders’ fees, joint ventures, loan or option agreements, puts or calls,
guarantees of profits, divisions of profits or loss, or the giving or withholding
of proxies.
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Item 7.
|
Material to be Filed as Exhibits.
|
None.
SIGNATURE
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.
|
/s/ Thomas L.
Kempner
Thomas L. Kempner, individually
and as a Trustee of
|
|
|
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Trust F/B/O Carl L. Kempner, Alan H. Kempner, Jr.
and
Thomas L. Kempner
|
|
|
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Trust F/B/O Rosemary Kempner
|
|
|
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Trust F/B/O Thomas L. Kempner
|
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|
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On behalf of the Estate of Margaret
Kempner
|
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/s/ Ann Bernhard
Kempner
Ann Bernhard Kempner
|