<PAGE>
-------------------------------
/ OMB APPROVAL /
-------------------------------
UNITED STATES / OMB Number: 3235-0145 /
SECURITIES AND EXCHANGE COMMISSION / Expires: December 31, 1997 /
Washington, D.C. 20549 / Estimated average burden /
/ hours per response.... 14.90/
-------------------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
Unigene Laboratories, Inc.
________________________________________________________________________________
(Name of Issuer)
Common Stock
________________________________________________________________________________
(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)
September 27, 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 [X]. (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
<PAGE>
SCHEDULE 13D
- -----------------------
CUSIP NO. 904753100
- -----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel Limited Partnership
FEIN NO.: 36-3754834
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
AF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
U.S.
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
Reporting person has voting and dispositive power
over 9.5% Senior Secured Debentures and Warrants,
which are convertible into 2,116,278 and 225,000
NUMBER OF shares of common stock, respectively.
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
-0-
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING See item 7 above.
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
See item 7 above.
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
8.00% (Based on 27,760,685 shares of common stock issued and outstanding
as of August 1, 1996, plus the common stock issuable upom the conversion
of the securities referred to in item 7 above.)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
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
<PAGE>
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to 2,116,278 and 225,000 shares of common
stock (collectively, the "Securities") of Unigene Laboratories, Inc. (the
"Issuer") that are issuable upon conversion of 9.5% Senior Secured Debentures
and Warrants, respectively. 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Citadel is the trading manager for Olympus Securities, Ltd., a Bermuda
corporation ("Olympus") and is the managing general partner of Nelson Partners,
a Bermuda exempted general partnership ("Nelson"). The funds used for purchases
reported herein are from the accounts of Olympus and Nelson. Citadel has no
beneficial ownership interest in any of the funds or other property of Olympus
or Nelson, except for Citadel's interest as general partner of Nelson.
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 subject
Securities on behalf of Olympus or Nelson.
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 trading manager for Olympus and
managing general partner of Nelson, Citadel may be deemed to be
the indirect beneficial owner of the Securities, which represent
an 8% interest in the common stock of the Issuer.
(b) Citadel has the sole power to vote and the sole power to dispose
of the Securities on behalf of Olympus and Nelson.
(c) This filing is being made as a consequence of Citadel's
deregistration as of September 27, 1996 as a registered
investment advisor. Citadel, which changed its name from Citadel
Investment Management, L.P. in connection with the
deregistration, may have previously filed a Schedule 13G with
respect to its investment in the Issuer under such former name.
The following transactions with respect to the Issuer's common
stock have been effected during the 60-day period ending
September 26, 1996:
<TABLE>
<CAPTION>
Transaction Date Transacting Party Transaction Quantity Price
- ---------------- ------------------- ----------- -------- -----
<S> <C> <C> <C> <C>
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
</TABLE>
Page 3 of 6 Pages
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
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
8/16/96 Olympus Sell 12,000 1.94
8/16/96 Nelson Sell 38,000 1.94
8/15/96 Nelson Sell 25,000 1.97
8/14/96 Nelson Sell 5,000 2.06
8/14/96 Olympus Sell 5,000 2.06
8/13/96 Nelson Sell 12,000 2.06
8/13/96 Olympus Sell 3,000 2.06
8/12/96 Nelson Sell 10,000 2.12
8/12/96 Olympus Sell 10,000 2.12
7/30/96 Nelson Buy 25,200 2.39
7/30/96 Olympus Buy 7,600 2.39
</TABLE>
d) Citadel acquired the Securities as agent for Olympus and Nelson.
Olympus and Nelson, as the direct beneficial and legal owners of
the Securities, have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of
the Securities. However, Citadel, as trading manager for Olympus
and managing general partner of Nelson, ultimately has the right
to direct such activities.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE COMPANY.
Olympus and Nelson own 15.74% and 84.26% of the Securities,
respectively. Olympus and Nelson have the right to receive any
dividends from and the proceeds from the sale of the Securities. As
described in Item 3 above, Citadel is the trading manager for Olympus
and the managing general partner of Nelson. As a result, Citadel has
the power to vote and dispose of the securities held by Olympus and
Nelson.
Page 4 of 6 Pages
<PAGE>
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 4, 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
