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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
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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
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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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.
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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
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*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
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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
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(c) The following transactions with respect to the Issuer's Common Stock
have been effected during the 61-day period ending October 18, 1996:
<TABLE>
<CAPTION>
Transaction Date Transacting Party Transaction Quantity Price
- ---------------- ------------------- ----------- -------- -----
<C> <S> <C> <C> <C>
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
</TABLE>
Page 4 of 6 Pages
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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
<PAGE>
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
