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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Regeneron Pharmaceuticals Inc. ------------------------------ (Name of Issuer) Common Stock ------------------------------ (Title of Class of Securities) 75886F10 ------------------------------ (CUSIP Number) *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). SCHEDULE 13G CUSIP No. 75886F10 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Warburg, Pincus Counsellors, Inc. 13-2673503 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States 5. SOLE VOTING POWER 1,017,900 NUMBER OF 6. SHARED VOTING POWER 330,000 SHARES BENEFICIALLY OWNED BY EACH 7. SOLE DISPOSITIVE POWER 1,665,700 REPORTING PERSON 8. SHARED DISPOSITIVE POWER 0 WITH 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,667,700 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.92% 12. TYPE OF REPORTING PERSON* Investment Advisor *SEE INSTRUCTION 2 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 Amendment No.: Date: 01/09/97 Item 1 (a) Name of issuer: Regeneron Pharmaceuticals Inc. Item 1 (b) Address of issuer's principal executive offices: 777 Old Saw Mill River Road Tarrytown, NY 10591-6707 Item 2 (a) Name of person filing: Warburg, Pincus Counsellors, Inc. Item 2 (b) Address of principal business office: 466 Lexington Avenue New York, NY 10017 Item 2 (c) Citizenship: United States Item 2 (d) Title of class of securities: Common Stock Item 2 (e) Cusip No.: 75886F10 Item 3 Type of Person: Investment Advisor Item 4 (a) Amount beneficially owned: 1,667,700 Item 4 (b) Percent of class: 7.92% Item 4 (c) (i) sole power to vote: 1,017,900 (ii) shared power to vote: 330,000 (iii) sole power to dispose: 1,665,700 (iv) shared power to dispose: 0 Item 5 Ownership of 5 percent or less of a class: Not Applicable Item 6 Ownership of more than 5 percent on behalf of another person: Warburg, Pincus Counsellors, Inc. serves as Investment Advisor to many accounts. The securities which are the subject of this report are owned by our accounts. None of these accounts, individually, own more than 5% of the securities which are the subject of this report. 3 Item 7 Identification and classification of subsidiary: Not Applicable Item 8 Identification and classification of members of the group: Not Applicable Item 9 Notice of dissolution of the group: Not Applicable Item 10 Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. 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/ Linda S. Iovan -------------------------------- Linda S. Iovan Vice President 4