-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P2GlKMELo3aX6hVqdrsgfkc4ee1+XS8XOw+UoOxDf9ApRF8OkJi1gH+VssrowpXs 2jgJXha8p/Vdt/KM0/AxJw== 0000950131-96-005386.txt : 19961101 0000950131-96-005386.hdr.sgml : 19961101 ACCESSION NUMBER: 0000950131-96-005386 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961031 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNIGENE LABORATORIES INC CENTRAL INDEX KEY: 0000352747 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 222328609 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-39337 FILM NUMBER: 96651071 BUSINESS ADDRESS: STREET 1: 110 LITTLE FALLS RD CITY: FAIRFIELD STATE: NJ ZIP: 07004-2193 BUSINESS PHONE: 2018820860 MAIL ADDRESS: STREET 1: 110 LITTLE FALLS RD CITY: FAIRFIELD STATE: NJ ZIP: 07004-2193 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CITADEL LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000931939 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 363754834 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 225 WEST WASHINGTON ST STREET 2: 9TH FL CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3126962100 MAIL ADDRESS: STREET 1: 225 W WASHINGTON ST STREET 2: STE 900 CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: CITADEL INVESTMENT MANAGEMENT LP /ADV DATE OF NAME CHANGE: 19960524 FORMER COMPANY: FORMER CONFORMED NAME: CITADEL INVESTMENT MANAGEMENT LP /ADV DATE OF NAME CHANGE: 19960524 SC 13D 1 SCHEDULE 13D ------------------------------- / OMB APPROVAL / ------------------------------- / OMB Number: 3235-0145/ / Expires: December 31,1997/ / Estimated average burden / / hours per response ... 14.90/ ------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Unigene Laboratories, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 904753100 --------------------------------------------- (CUSIP Number) Charles H. Winkler Citadel Limited Partnership 225 West Washington Street Suite 900 Chicago, IL 60606 (312) 696-2102 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 18, 1996 --------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [_]. Check the following box if a fee is being paid with the statement [_]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) * 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). Page 1 of 6 Pages SCHEDULE 13D - ----------------------------- CUSIP NO. 904753100 - ----------------------------- - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel Limited Partnership FEIN No.: 36-3754834 - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS* AF - ------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. - ------------------------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER SHARES Reporting person has voting and dispositive power BENEFICIALLY over (i) 9.5% Senior Secured Debentures and OWNED BY EACH Warrants which are convertible into 1,685,000 REPORTING shares of Common Stock as of the date of the PERSON WITH filing of this statement and (ii) 141 shares of Common Stock. ----------------------------------------------------------- 8 SHARED VOTING POWER -O- ----------------------------------------------------------- 9 SOLE DISPOSITIVE POWER See item 7 above. ----------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -O- - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See item 7 above. - ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[_] - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.78% as of the date of the filing of this statement. (Based on 33,592,802 shares of Common Stock issued and outstanding as of October 18, 1996, plus the Common Stock issuable upon the conversion of the securities referred to in item 7 above.) - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* PN - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 2 of 6 Pages This Schedule 13D is being filed in order to amend and restate in their entirety any and all prior filings by the reporting person with respect to the securities of the issuer set forth on the cover page hereto in connection with the sale of 585,000 shares of the issuer's common stock on the date of the filing of this statement by affiliates of the reporting person. ITEM 1. SECURITY AND ISSUER This Schedule 13D relates to shares of common stock, par value $.01 per share ("Common Stock"), of Unigene Laboratories, Inc. ("Issuer") that are issuable to Nelson Partners, Ltd., a Bermuda exempted general partnership ("Nelson"), and Olympus Securities, Ltd., a Bermuda corporation ("Olympus"), upon conversion of 9.5% Senior Secured Debentures and exercise of Warrants (collectively, "Convertible Securities"). The principal executive offices of the Issuer are located at 110 Little Falls Road, Fairfield, New Jersey 07004. ITEM 2. IDENTITY AND BACKGROUND This Schedule 13D is being filed by Citadel Limited Partnership, an Illinois limited partnership ("Citadel"). Citadel's principal business office is located at 225 West Washington Street, 9th Floor, Chicago, Illinois 60606. During the last five years, Citadel has neither been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor party to a civil proceeding of a judicial or administrative body of competent jurisdiction pursuant to which Citadel either became subject to a decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or was found in violation of federal or state securities laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Citadel is the managing general partner of Nelson and the trading manager for Olympus. The funds used for purchases reported herein are from the accounts of Nelson and Olympus. Citadel has no beneficial ownership interest in any of the funds or other property of Nelson or Olympus, except for Citadel's interest as general partner of Nelson. Nelson and Olympus acquired the Convertible Securities pursuant to Subscription Agreements between each of Nelson and Olympus and the Issuer dated as of November 17, 1995 and December 21, 1995. ITEM 4. PURPOSE OF TRANSACTION The purchases reported herein were made as an investment. Citadel may, in the future, recommend or make additional purchases or sales of the Convertible Securities on behalf of Nelson or Olympus. Citadel has no present plans or proposals which would relate to or result in transactions of the kind described in paragraphs (a) through (j) of Item 4 of Rule 13D-101 of the Securities and Exchange Commission. However, Citadel reserves the right to adopt such plans or proposals, subject to applicable regulatory requirements, if any. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) By reason of its serving as managing general partner of Nelson and trading manager of Olympus, Citadel may be deemed to be the indirect beneficial owner of the Convertible Securities, the shares of Common Stock into which the Convertible Securities are convertible and the Common Stock held by Nelson and Olympus. As of the date of the filing of this statement, by virtue of its status as the managing general partner of Nelson and the trading manager for Olympus, Citadel may be deemed to be the beneficial owner of 1,685,000 shares of Common Stock into which the Convertible Securities are convertible and 141 shares of Common Stock, representing 4.78% of the Issuer's Common Stock (based on 33,592,802 shares of Common Stock issued and outstanding as communicated to Citadel by the Issuer as of October 18, 1996). (b) Citadel has the sole power to vote and the sole power to dispose of the Convertible Securities, the shares of Common Stock into which the Convertible Securities are convertible and the Common Stock on behalf of Nelson and Olympus. Page 3 of 6 Pages (c) The following transactions with respect to the Issuer's Common Stock have been effected during the 61-day period ending October 18, 1996:
Transaction Date Transacting Party Transaction Quantity Price - ---------------- ------------------- ----------- -------- ----- 10/18/96 Nelson Sell 10,000 2.50 10/18/96 Nelson Sell 575,000 2.38 10/17/96 Nelson Sell 1,900 2.25 10/16/96 Nelson Sell 60,000 2.25 10/15/96 Nelson Sell 60,000 2.25 10/1/96 Nelson Buy 7,900 2.19 9/30/96 Nelson Sell 13,400 2.22 9/30/96 Olympus Sell 11,500 2.22 9/20/96 Nelson Sell 7,500 2.00 9/20/96 Olympus Sell 20,000 2.00 9/19/96 Nelson Buy 4,200 2.06 9/19/96 Olympus Buy 6,700 2.00 9/18/96 Olympus Sell 15,000 2.03 9/17/96 Olympus Sell 10,000 2.03 9/16/96 Nelson Sell 20,000 2.03 9/13/96 Olympus Sell 15,000 2.05 9/13/96 Nelson Sell 20,000 2.05 9/12/96 Olympus Sell 7,000 2.03 9/12/96 Nelson Sell 13,000 2.03 9/11/96 Olympus Sell 17,500 2.00 9/11/96 Nelson Sell 32,500 2.00 9/10/96 Nelson Sell 35,000 2.00 9/09/96 Olympus Sell 12,400 1.99 9/06/96 Olympus Sell 39,000 1.97 9/06/96 Nelson Sell 36,000 1.97 9/05/96 Olympus Sell 10,000 1.97 9/04/96 Olympus Sell 20,000 2.03 9/03/96 Nelson Sell 35,000 2.10 9/03/96 Nelson Buy 1,000 2.16 8/30/96 Olympus Buy 3,900 2.25 8/30/96 Nelson Buy 3,900 2.25 8/29/96 Olympus Sell 5,000 2.25 8/28/96 Olympus Sell 30,000 2.25 8/28/96 Nelson Sell 15,000 2.25 8/28/96 Nelson Buy 300 2.31 8/27/96 Olympus Sell 5,000 2.28 8/27/96 Nelson Buy 11,100 2.31 8/26/96 Olympus Sell 2,300 2.06 8/26/96 Nelson Sell 13,600 2.06 8/23/96 Nelson Sell 24,000 2.09 8/23/96 Olympus Sell 6,000 2.09 8/22/96 Olympus Sell 8,000 2.17 8/22/96 Nelson Sell 32,000 2.17 8/21/96 Nelson Sell 28,151 2.06 8/21/96 Nelson Sell 43,649 2.06 8/20/96 Nelson Sell 55,000 1.97 8/20/96 Olympus Sell 15,500 1.97 8/19/96 Nelson Sell 20,000 1.94 8/19/96 Olympus Sell 23,000 1.94
Page 4 of 6 Pages d) Nelson and Olympus, as the direct beneficial and legal owners of the Convertible Securities and Common Stock, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Convertible Securities, the Common Stock into which the Convertible Securities are convertible and the Common Stock. However, Citadel, as managing general partner of Nelson and trading manager for Olympus, ultimately has the right to direct such activities. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE COMPANY. Nelson and Olympus have the right to receive any dividends from and the proceeds from the sale of the Convertible Securities, the Common Stock into which the Convertible Securities are convertible and the Common Stock held by them. As described in Item 3 above, Citadel is the managing general partner of Nelson and the trading manager for Olympus. As a result, Citadel has the power to vote and dispose of the Convertible Securities, the Common Stock into which the Convertible Securities are convertible and the Common Stock held by Nelson and Olympus. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS No exhibits are required to be filed as part of this Schedule 13D. Page 5 of 6 Pages 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. Date: October 25, 1996 Citadel Limited Partnership By: GLB Partners, L.P., its general partner By: Citadel Investment Group, L.L.C., its general partner By: /s/ Kenneth C. Griffin, ------------------------ its manager Page 6 of 6 Pages -----END PRIVACY-ENHANCED MESSAGE-----