-----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, QiiJYLoFQjBomHbZAPons7SRlXH5Q+P3DVjMIsS55pfi2N22LB3gmCAYqMA+l7gc aLxE1kSB41Kzz9WQVblOaQ== 0001104659-04-001553.txt : 20040123 0001104659-04-001553.hdr.sgml : 20040123 20040122202305 ACCESSION NUMBER: 0001104659-04-001553 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040123 GROUP MEMBERS: CITADEL DERIVATIVES GROUP L.L.C. GROUP MEMBERS: CITADEL EQUITY FUND LTD. GROUP MEMBERS: CITADEL INVESTMENT GROUP, L.L.C. GROUP MEMBERS: CITADEL KENSINGTON GLOBAL STRATEGIES FUND LTD. GROUP MEMBERS: CITADEL WELLINGTON PARTNERS, L.P. GROUP MEMBERS: GLB PARTNERS, L.P. GROUP MEMBERS: KENNETH GRIFFIN FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CITADEL L P CENTRAL INDEX KEY: 0001027745 IRS NUMBER: 364111741 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 225 WEST WASHINGTON 9TH FLOOR STREET 2: 312-696-2121 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3126962100 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OSI PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000729922 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 133159796 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-37954 FILM NUMBER: 04538834 BUSINESS ADDRESS: STREET 1: 58 SOUTH SERVICE RD. STREET 2: SUITE 110 CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 631-962-2000 MAIL ADDRESS: STREET 1: 58 SOUTH SERVICE RD. STREET 2: SUITE 110 CITY: MELVILLE STATE: NY ZIP: 11747 FORMER COMPANY: FORMER CONFORMED NAME: ONCOGENE SCIENCE INC DATE OF NAME CHANGE: 19920703 SC 13G 1 a04-1493_1sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13G

 

(Rule 13d-102)

 

Information Statement Pursuant to Rules 13d-1 and 13d-2

Under the Securities Exchange Act of 1934
(Amendment No.    )*

 

OSI Pharmaceuticals, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

671040103

(CUSIP Number)

 

January 16, 2004

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

ý

Rule 13d-1(c)

o

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.  671040103

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Citadel Limited Partnership

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

ý

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Illinois limited partnership
U.S.A.

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,035,000 shares of Common Stock

10,511 call options (exercisable into 1,051,100 shares of Common Stock)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
See Row 6 above.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
See Row 6 above.

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
Approximately 5.4% as of the date of this filing (based on 38,878,587 shares of Common Stock issued and outstanding as of November 3, 2003).

 

 

12.

Type of Reporting Person (See Instructions)
PN; HC

 

2



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
GLB Partners, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

ý

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware limited partnership
U.S.A.

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,035,000 shares of Common Stock

10,511 call options (exercisable into 1,051,100 shares of Common Stock)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
See Row 6 above.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
See Row 6 above.

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
Approximately 5.4% as of the date of this filing (based on 38,878,587 shares of Common Stock issued and outstanding as of November 3, 2003).

 

 

12.

Type of Reporting Person (See Instructions)
PN; HC

 

3



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Citadel Investment Group, L.L.C.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

ý

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware limited liability company
U.S.A.

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,035,000 shares of Common Stock

10,511 call options (exercisable into 1,051,100 shares of Common Stock)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
See Row 6 above.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
See Row 6 above.

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
Approximately 5.4% as of the date of this filing (based on 38,878,587 shares of Common Stock issued and outstanding as of November 3, 2003).

 

 

12.

Type of Reporting Person (See Instructions)
OO; HC

 

4



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Kenneth Griffin

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

ý

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
U.S. Citizen
U.S.A.

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,035,000 shares of Common Stock

10,511 call options (exercisable into 1,051,100 shares of Common Stock)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
See Row 6 above.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
See Row 6 above.

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
Approximately 5.4% as of the date of this filing (based on 38,878,587 shares of Common Stock issued and outstanding as of November 3, 2003).

 

 

12.

Type of Reporting Person (See Instructions)
IN; HC

 

5



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Citadel Wellington Partners L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

ý

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Illinois limited partnership 

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,035,000 shares of Common Stock

10,511 call options (exercisable into 1,051,100 shares of Common Stock)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
See Row 6 above.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
See Row 6 above.

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
Approximately 5.4% as of the date of this filing (based on 38,878,587 shares of Common Stock issued and outstanding as of November 3, 2003).

 

 

12.

Type of Reporting Person (See Instructions)
PN; HC

 

6



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Citadel Kensington Global Strategies Fund Ltd.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

ý

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Bermuda company

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,035,000 shares of Common Stock

10,511 call options (exercisable into 1,051,100 shares of Common Stock)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
See Row 6 above.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
See Row 6 above.

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
Approximately 5.4% as of the date of this filing (based on 38,878,587 shares of Common Stock issued and outstanding as of November 3, 2003).

 

 

12.

Type of Reporting Person (See Instructions)
CO; HC

 

7



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Citadel Equity Fund Ltd.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

ý

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Cayman Islands company

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,035,000 shares of Common Stock

10,511 call options (exercisable into 1,051,100 shares of Common Stock)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
See Row 6 above.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
See Row 6 above.

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
Approximately 5.4% as of the date of this filing (based on 38,878,587 shares of Common Stock issued and outstanding as of November 3, 2003).

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

8



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Citadel Derivatives Group LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

ý

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware limited liability company

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,035,000 shares of Common Stock

10,511 call options (exercisable into 1,051,100 shares of Common Stock)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
See Row 6 above.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
See Row 6 above.

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
Approximately 5.4% as of the date of this filing (based on 38,878,587 shares of Common Stock issued and outstanding as of November 3, 2003).

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

9



 

Item 1.

 

(a)

Name of Issuer
OSI PHARMACEUTICALS, INC.

 

(b)

Address of Issuer’s Principal Executive Offices

58 South Service Road
Melville, New York 11747

 

Item 2.

 

(a)

Name of Person Filing

 

(b)

Address of Principal Business Office or, if none, Residence

 

(c)

Citizenship

 

Citadel Limited Partnership

131 S. Dearborn Street, 32nd Floor

Chicago, Illinois 60603

Illinois limited partnership

 

 

GLB Partners, L.P.

131 S. Dearborn Street, 32nd Floor

Chicago, Illinois 60603

Delaware limited partnership

 

 

Citadel Investment Group, L.L.C.

131 S. Dearborn Street, 32nd Floor

Chicago, Illinois 60603

Delaware limited liability company

 

 

Kenneth Griffin

131 S. Dearborn Street, 32nd Floor

Chicago, Illinois 60603

U.S. Citizen

 

 

Citadel Wellington Partners L.P.

c/o Citadel Investment Group, L.L.C.

131 S. Dearborn Street, 32nd Floor

Chicago, Illinois 60603

Illinois limited partnership

 

 

Citadel Kensington Global Strategies Fund Ltd.

c/o Citadel Investment Group, L.L.C.

131 S. Dearborn Street, 32nd Floor

Chicago, Illinois 60603

Bermuda company

 

10



 

 

 

Citadel Equity Fund Ltd.

c/o Citadel Investment Group, L.L.C.

131 S. Dearborn Street, 32nd Floor

Chicago, Illinois 60603

Cayman Islands company

 

 

Citadel Derivatives Group LLC

c/o Citadel Investment Group, L.L.C.

131 S. Dearborn Street, 32nd Floor

Chicago, Illinois 60603

Delaware limited liability company

 

(d)

Title of Class of Securities

Common Stock, par value $0.01 per share

 

(e)

CUSIP Number
671040103

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

If this statement is filed pursuant to Rule 13d-1(c), check this box.  ý

Item 4.

Ownership

CITADEL LIMITED PARTNERSHIP

GLB PARTNERS, L.P.

CITADEL INVESTMENT GROUP, L.L.C.

KENNETH GRIFFIN

 

11



 

CITADEL WELLINGTON PARTNERS L.P.

CITADEL KENSINGTON GLOBAL STRATEGIES FUND LTD.

CITADEL EQUITY FUND LTD.

CITADEL DERIVATIVES GROUP LLC

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:    

1,035,000 shares of Common Stock

10,511 call options (exercisable into 1,051,100 shares of Common Stock)

 

(b)

Percent of class:   

Approximately 5.4% as of the date of this filing (based on 38,878,587 shares of Common Stock issued and outstanding as of November 3, 2003).

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

0

 

 

(ii)

Shared power to vote or to direct the vote    

See item (a) above.

 

 

(iii)

Sole power to dispose or to direct the disposition of   

0

 

 

(iv)

Shared power to dispose or to direct the disposition of   

See item (a) above.

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

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

See Item 2 above.

 

12



 

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 I certify that, to the best of my 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 that purpose or effect.

* Adam C. Cooper is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed with the Securities and Exchange Commission on November 19, 2002, and hereby incorporated by reference herein.  The power of attorney was filed as an attachment to a filing by Citadel Limited Partnership on Form 3 for Metals USA, Inc.

 

13



 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated this 22nd day of January, 2004

 

KENNETH GRIFFIN 

 

 

 

 

 

 

 

 

By:

/s/ Adam C. Cooper

 

 

 

 

 

  Adam C. Cooper, attorney-in-fact*

 

 

 

 

 

CITADEL LIMITED PARTNERSHIP

 

CITADEL INVESTMENT GROUP, L.L.C.

 

 

 

 

 

By:

GLB Partners, L.P.,

 

By:

/s/ Adam C. Cooper

 

 

its General Partner

 

 

Adam C. Cooper, Senior Managing
Director and General Counsel

By:

Citadel Investment Group, L.L.C.,

 

 

 

 

its General Partner

 

CITADEL EQUITY FUND LTD.

 

 

 

 

 

By:

/s/ Adam C. Cooper

 

 

By:

Citadel Limited Partnership,

 

Adam C. Cooper, Senior Managing
Director and General Counsel

 

 

its Portfolio Manager

 

 

 

By:

GLB Partners, L.P.,

GLB PARTNERS, L.P.

 

 

its General Partner

 

 

 

 

 

By:

Citadel Investment Group, L.L.C.,

 

By:

Citadel Investment Group, L.L.C.,

 

its General Partner

 

 

its General Partner

 

 

 

 

 

By:

/s/ Adam C. Cooper

 

 

By:

/s/ Adam C. Cooper

 

 

Adam C. Cooper, Senior Managing
Director and General Counsel

 

 

Adam C. Cooper, Senior Managing
Director and General Counsel

 

 

 

 

 

CITADEL WELLINGTON PARTNERS L.P.

 

CITADEL KENSINGTON GLOBAL STRATEGIES FUND LTD.

 

 

 

 

 

By:

Citadel Limited Partnership,

 

By:

Citadel Limited Partnership,

 

its General Partner

 

 

its Portfolio Manager

 

 

 

 

 

By:

GLB Partners, L.P.,

 

By:

GLB Partners, L.P.,

 

its General Partner

 

 

its General Partner

 

 

 

 

 

By:

Citadel Investment Group, L.L.C.,

 

By:

Citadel Investment Group, L.L.C.,

 

its General Partner

 

 

its General Partner

 

 

 

 

 

By:

/s/ Adam C. Cooper

 

 

By:

/s/ Adam C. Cooper

 

 

Adam C. Cooper, Senior Managing
Director and General Counsel

 

 

Adam C. Cooper, Senior Managing
Director and General Counsel

 

14



 

 

 

 

 

 

CITADEL DERIVATIVES GROUP LLC

 

 

 

 

 

 

 

 

By:

Citadel Limited Partnership,

 

 

 

 

its Portfolio Manager

 

 

 

 

 

 

 

 

By:

GLB Partners, L.P.,

 

 

 

 

its General Partner

 

 

 

 

 

 

 

 

By:

Citadel Investment Group, L.L.C.,

 

 

 

 

its General Partner

 

 

 

 

 

 

 

 

By:

/s/ Adam C. Cooper

 

 

 

 

 

Adam C. Cooper, Senior Managing

 

 

 

 

Director and General Counsel

 

 

 

 

15


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