SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Atherogenics, Inc.
------------------
(Name of Issuer)
Common Stock, no par value
--------------------------
(Title of Class of Securities)
047439104
---------
(CUSIP Number)
June 19, 2006
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(Date of Event Which Requires Filing of this Statement)
Check the following box to designate the rule pursuant to which the Schedule is
filed:
[ ] Rule 13d-1(b)
[ X ] 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 the
disclosures provided in a prior cover page.
The information required in 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).
CUSIP NO. 047439104
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
D. E. Shaw Valence Portfolios, L.L.C.
13-4046559
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY -0-
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER
1,976,726
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
1,976,726
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,976,726
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
CUSIP NO. 047439104
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
D. E. Shaw & Co., L.P.
13-3695715
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY -0-
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER
1,976,726
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
1,976,726
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,976,726
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, PN
CUSIP NO. 047439104
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
David E. Shaw
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 5. SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY -0-
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER
1,976,726
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
1,976,726
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,976,726
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
ITEM 1.
(a) NAME OF ISSUER:
Atherogenics, Inc.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
8995 Westside Parkway
Alpharetta, GA 30004
ITEM 2.
(a) NAME OF PERSON FILING:
D. E. Shaw Valence Portfolios, L.L.C.
D. E. Shaw & Co., L.P.
David E. Shaw
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The business address for each reporting person is:
120 W. 45th Street, Tower 45, 39th Floor
New York, NY 10036
(c) CITIZENSHIP:
D. E. Shaw Valence Portfolios, L.L.C. is a limited liability
company organized under the laws of the state of Delaware.
D. E. Shaw & Co., L.P. is a limited partnership organized under
the laws of the state of Delaware.
David E. Shaw is a citizen of the United States of America.
(d) TITLE OF CLASS OF SECURITIES:
Common Stock, no par value
(e) CUSIP NUMBER:
047439104
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(b) OR 13D-2(b) OR (c),
CHECK WHETHER THE PERSON FILING IS A:
Not applicable
ITEM 4. OWNERSHIP
As of June 26, 2006:
(a) Amount beneficially owned:
D. E. Shaw Valence Portfolios, L.L.C.: 1,976,726 shares
This is composed of (i) 195,426
shares in the name of D. E. Shaw
Valence Portfolios, L.L.C. and (ii)
1,781,300 shares that D. E. Shaw
Valence, L.L.C. has the right to
acquire through the exercise of
listed call options.
D. E. Shaw & Co., L.P.: 1,976,726 shares
This is composed of (i) 195,426
shares in the name of D. E. Shaw
Valence Portfolios, L.L.C. and (ii)
1,781,300 shares that D. E. Shaw
Valence, L.L.C. has the right to
acquire through the exercise of
listed call options.
David E. Shaw: 1,976,726 shares
This is composed of (i) 195,426
shares in the name of D. E. Shaw
Valence Portfolios, L.L.C. and (ii)
1,781,300 shares that D. E. Shaw
Valence, L.L.C. has the right to
acquire through the exercise of
listed call options.
(b) Percent of class:
D. E. Shaw Valence Portfolios, L.L.C.: 5.0%
D. E. Shaw & Co., L.P.: 5.0%
David E. Shaw: 5.0%
(c) Number of shares to which the person has: (i) Sole power to vote or to
direct the vote:
D. E. Shaw Valence Portfolios, L.L.C.: -0- shares
D. E. Shaw & Co., L.P.: -0- shares
David E. Shaw: -0- shares
(ii) Shared power to vote or to direct the vote:
D. E. Shaw Valence Portfolios, L.L.C.: 1,976,726 shares
D. E. Shaw & Co., L.P.: 1,976,726 shares
David E. Shaw: 1,976,726 shares
(iii) Sole power to dispose or to direct the disposition of:
D. E. Shaw Valence Portfolios, L.L.C.: -0- shares
D. E. Shaw & Co., L.P.: -0- shares
David E. Shaw: -0- shares
(iv) Shared power to dispose or to direct the disposition of:
D. E. Shaw Valence Portfolios, L.L.C.: 1,976,726 shares
D. E. Shaw & Co., L.P.: 1,976,726 shares
David E. Shaw: 1,976,726 shares
David E. Shaw does not own any shares directly. By virtue of David E. Shaw's
position as President and sole shareholder of D. E. Shaw & Co., Inc., which is
the general partner of D. E. Shaw & Co., L.P., which in turn is the managing
member and investment adviser of D. E. Shaw Valence Portfolios, L.L.C., and the
managing member of D. E. Shaw Valence, L.L.C., David E. Shaw may be deemed to
have the shared power to vote or direct the vote of, and the shared power to
dispose or direct the disposition of, the 1,976,726 shares as described above
constituting 5.0% of the outstanding shares and, therefore, David E. Shaw may be
deemed to be the beneficial owner of such shares. David E. Shaw disclaims
beneficial ownership of such 1,976,726 shares.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not Applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not Applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY OR CONTROL PERSON
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable
ITEM 10. CERTIFICATION
By signing below, each of D. E. Shaw Valence Portfolios, L.L.C., D. E. Shaw &
Co., L.P., and David E. Shaw certify that, to the best of such reporting
person's 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 such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct. A Power of Attorney, dated February 24, 2004, granted by
David E. Shaw in favor of Stuart Steckler, is attached hereto.
Dated: June 29, 2006
D. E. Shaw Valence Portfolios, L.L.C.
By: D. E. Shaw & Co., L.P., as managing member
By: /s/ Stuart Steckler
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Stuart Steckler
Managing Director
D. E. Shaw & Co., L.P.
By: /s/ Stuart Steckler
-----------------------
Stuart Steckler
Managing Director
David E. Shaw
By: /s/ Stuart Steckler
-----------------------
Stuart Steckler
Attorney-in-Fact for David E. Shaw
EXHIBIT 1
POWER OF ATTORNEY
FOR CERTAIN FILINGS
UNDER THE SECURITIES EXCHANGE ACT OF 1934
I, David E. Shaw, hereby make, constitute and appoint each of:
Anne Dinning,
Julius Gaudio,
Lou Salkind,
Stuart Steckler, and
Eric Wepsic,
acting individually, as my agent and attorney-in-fact, with full power of
substitution, for the purpose of, from time to time, executing in my name and/or
my capacity as President of D. E. Shaw & Co., Inc. (acting for itself or as the
general partner of D. E. Shaw & Co., L. P. and general partner or managing
member of other entities, any which in turn may be acting for itself or other
entities) all documents, certificates, instruments, statement, other filings,
and amendments to the forgoing (collectively, "documents") determined by such
person to be necessary or appropriate to comply with ownership or control-person
reporting requirements imposed by any United States or non-United States
governmental or regulatory authority, including without limitation Forms 3, 4,
5, 13D, 13F, and 13G required to be filed with the Securities and Exchange
Commission; and delivering, furnishing or filing any such documents with the
appropriate governmental or regulatory authority. Any such determination shall
be conclusively evidenced by such person's execution, delivery, furnishing,
and/or filing of the applicable document.
This power of attorney shall be valid from the date hereof and replaces the
power granted on February 5, 2001, which is hereby cancelled.
IN WITNESS HEREOF, I have executed this instrument as of the date set forth
below.
Date: February 24, 2004
DAVID E. SHAW, as President of
D. E. Shaw & Co., Inc.
/s/David E. Shaw
New York, New York
EXHIBIT 2
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934,
as amended, each of the undersigned Reporting Persons hereby agrees to the joint
filing, along with all other such Reporting Persons, on behalf of each of them
of a statement on Schedule 13G (including amendments thereto) with respect to
the Common Stock, no par value, of Atherogenics, Inc., and that this Agreement
be included as an Exhibit to such joint filing. This Agreement may be executed
in any number of counterparts, all of which taken together shall constitute one
and the same instrument.
IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of
this 29th day of June, 2006.
D. E. Shaw Valence Portfolios, L.L.C.
By: D. E. Shaw & Co., L.P., as managing member
By: /s/ Stuart Steckler
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Stuart Steckler
Managing Director
D. E. Shaw & Co., L.P.
By: /s/ Stuart Steckler
-----------------------
Stuart Steckler
Managing Director
David E. Shaw
By: /s/ Stuart Steckler
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Stuart Steckler
Attorney-in-Fact for David E. Shaw