-----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, IDBnpEPN8pVCbUopGCoMlDx3vVSN/Zi3GuYzEq5KNitk9fij8/2Oi1rpviqiue0i xhYAOGnwhy+rrzXR1i6rfQ== 0001013594-96-000013.txt : 19961205 0001013594-96-000013.hdr.sgml : 19961205 ACCESSION NUMBER: 0001013594-96-000013 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961204 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BIO TECHNOLOGY GENERAL CORP CENTRAL INDEX KEY: 0000722104 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 133033811 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34455 FILM NUMBER: 96675645 BUSINESS ADDRESS: STREET 1: 70 WOOD AVE S CITY: ISELIN STATE: NJ ZIP: 08830 BUSINESS PHONE: 9086328800 MAIL ADDRESS: STREET 1: 70 WOOD AVENUE SOUTH CITY: ISELIN STATE: NJ ZIP: 08830 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ELLIOTT ASSOCIATES LP CENTRAL INDEX KEY: 0000904495 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2129746000 SC 13D/A 1 OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0145 Expires: October 31, 1997 Estimated average burden hours per form . . 14.90 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3 )* BIO-TECHNOLOGY GENERAL CORP. (Name of Issuer) Common Stock, $.01 Par Value (Title of Class of Securities) 090578105 (CUSIP Number) Stephen M. Schultz, Esq., Kleinberg, Kaplan, Wolff & Cohen, P.C. 551 Fifth Avenue, 18th Floor New York, New York 10176, Tel: (212) 986-6000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 29, 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.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). (Continued on the Following Pages) Page 1 of 7 Pages SCHEDULE 13D CUSIP No. 090578105 Page 2 of 7 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Elliott Associates, L.P., a Delaware Limited Partnership 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 2,078,857 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 2,078,857 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,078,857 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.65% 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. SCHEDULE 13D CUSIP No. 090578105 Page 3 of 7 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Westgate International, L.P., a Cayman Islands Limited Partnership 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, British West Indies NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 70,131 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 70,131 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 70,131 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .16% 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. SCHEDULE 13D CUSIP No. 090578105 Page 4 of 7 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Martley International, Inc., a Delaware corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 70,131 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 70,131 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 70,131 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .16% 14 TYPE OF REPORTING PERSON* CO*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. This statement is filed pursuant to Rule 13d-2(a) with respect to securities owned by the reporting persons specified herein as of December 3, 1996, and amends the Schedule 13D filed on April 29, 1996, as amended on July 3, 1996 and on September 6, 1996 (the "Schedule 13D"). Except as set forth herein, the Schedule 13D is hereby restated in its entirety. ITEM 3. Source and Amount of Funds or Other Consideration The source and amount of funds used by Elliott in making purchases of the Common Stock beneficially owned by it are set forth below. SOURCE OF FUNDS AMOUNT OF FUNDS Margin accounts maintained at Merrill Lynch, Pierce, Fenner and Smith Inc., Morgan Stanley and Goldman Sachs $3,638,000.00 The source and amount of funds used by Westgate in making purchases of the Common Stock owned by it are set forth below. SOURCE OF FUNDS AMOUNT OF FUNDS Margin account maintained at Merrill Lynch, Pierce, Fenner & Smith Inc. $264,192.24 ITEM 5. Interest in Securities of the Issuer (a) Elliott beneficially owns 2,078,857 shares of Common Stock, representing 4.67% of the class of Common Stock. Westgate beneficially owns 70,131 shares of Common Stock, representing .16% of the class of Common Stock. (b) Elliott has the power to vote or direct the vote of, and to dispose or direct the disposition of, the Common Stock beneficially owned by it. Westgate has the shared power with Martley to vote or direct the vote of, and to dispose or direct the disposition of, the Common Stock owned by Westgate. Information regarding each of Westgate and Martley for the purposes of subparagraph (b) of this Item 5 is set forth in Item 2 above and expressly incorporated by reference herein. (c) The following transactions were effected by Elliott during the past sixty (60) days: DATE SECURITY AMOUNT BOUGHT (SOLD) PRICE, EXCLUDING COMMISSION TYPE OF TRANSACTION 11/15/96 Common Stock (90,000) $9.000 Over- the-counter (in New York) 11/18/96 Common Stock (6,700) $9.250 Over-the - -counter (in New York) 11/25/96 Common Stock (1,000) $7.500 Over-the-counter (in New York) 11/27/96 Common Stock (30,000) $9.250 Over-the-counter (in New York) 11/29/96 Common Stock (30,700) $9.200 Over-the-counter (in New York) 12/2/96 Common Stock (43,700) $9.250 Over-the-counter (in New York) 12/3/96 Common Stock (11,405) $9.250 Over-the-counter (in New York) DATE SECURITY AMOUNT BOUGHT (SOLD) PRICE, EXCLUDING COMMISSION TYPE OF TRANSACTION 11/15/96 Common Stock (10,000) $9.000 Over-the - -counter (in New York) 11/18/96 Common Stock (3,300) $9.250 Over-the-counter (in New York) 12/3/96 Common Stock (114,195) $9.250 Over-the-counter (in New York) (d) No person other than Elliott has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock owned by Elliott. No person other than Westgate has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by Westgate and Martley. (e) The reporting persons ceased to be the beneficial owner of more than 5% of the Common Stock on December 3, 1996. SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned each certifies that the information with respect to it set forth in this statement is true, complete, and correct. Dated: December 3, 1996 ELLIOTT ASSOCIATES, L.P. By: Paul E. Singer General Partner WESTGATE INTERNATIONAL, L.P. By: Martley International, Inc., as Investment Manager By: Paul E. Singer President MARTLEY INTERNATIONAL, INC. By: Paul E. Singer President -----END PRIVACY-ENHANCED MESSAGE-----