UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 and 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Huntingdon Life Sciences Group plc
(NAME OF ISSUER)
Ordinary Shares, Par Value 5 Pence per Share
(TITLE OF CLASS OF SECURITIES)
0448116
(SEDOL NUMBER)
December 31, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/ / Rule 13d-1(b)
/x/ Rule 13d-1(c)
/ / Rule 13d-1(d)
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SEDOL NO. 0448116 SCHEDULE 13G/A Page 2 of 12
1. Name of Reporting Person, I.R.S. Identification No. of Above Person
(Entities only):
Little Wing, L.P., 13-3778596
2. Check the Appropriate Box or Group:
(a) / /
(b) /x/
3. SEC Use Only
4. Citizenship or Place of Organization:
Delaware
Number of Shares Beneficially Owned by Each Reporting Person with:
5. Sole Voting Power: 0
6. Shared Voting Power: 18,467,375
7. Sole Dispositive Power: 0
8. Shared Dispositive Power: 18,467,375
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 18,467,375
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares: / /
11. Percent of Class Represented by Amount in Row (9): 6.3%
12. Type of Reporting Person: PN
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SEDOL NO. 0448116 SCHEDULE 13G/A Page 3 of 12
1. Name of Reporting Person, I.R.S. Identification No. of Above Person
(Entities only):
Little Wing Too, L.P., 06-1520333
2. Check the Appropriate Box or Group:
(a) / /
(b) /x/
3. SEC Use Only
4. Citizenship or Place of Organization:
Delaware
Number of Shares Beneficially Owned by Each Reporting Person with:
5. Sole Voting Power: 0
6. Shared Voting Power: 1,595,355
7. Sole Dispositive Power: 0
8. Shared Dispositive Power: 1,595,355
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,595,355
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares: / /
11. Percent of Class Represented by Amount in Row (9): 0.5%
12. Type of Reporting Person: PN
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SEDOL NO. 0448116 SCHEDULE 13G/A Page 4 of 12
1. Name of Reporting Person, I.R.S. Identification No. of Above Person
(Entities only):
Quilcap Corp., 13-3780878
2. Check the Appropriate Box or Group:
(a) / /
(b) /x/
3. SEC Use Only
4. Citizenship or Place of Organization:
Delaware
Number of Shares Beneficially Owned by Each Reporting Person with:
5. Sole Voting Power: 0
6. Shared Voting Power: 20,062,730
7. Sole Dispositive Power: 0
8. Shared Dispositive Power: 20,062,730
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 20,062,730
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares: / /
11. Percent of Class Represented by Amount in Row (9): 6.9%
12. Type of Reporting Person: CO
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SEDOL NO. 0448116 SCHEDULE 13G/A Page 5 of 12
1. Name of Reporting Person, I.R.S. Identification No. of Above Person
(Entities only):
Tradewinds Fund Ltd.
2. Check the Appropriate Box or Group:
(a) / /
(b) /x/
3. SEC Use Only
4. Citizenship or Place of Organization:
British Virgin Islands
Number of Shares Beneficially Owned by Each Reporting Person with:
5. Sole Voting Power: 0
6. Shared Voting Power: 14,094,605
7. Sole Dispositive Power: 0
8. Shared Dispositive Power: 14,094,605
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares: / /
11. Percent of Class Represented by Amount in Row (9): 4.8%
12. Type of Reporting Person: CO
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SEDOL NO. 0448116 SCHEDULE 13G/A Page 6 of 12
1. Name of Reporting Person, I.R.S. Identification No. of Above Person
(Entities only):
Quilcap International Corp., 13-3868725
2. Check the Appropriate Box or Group:
(a) / /
(b) /x/
3. SEC Use Only
4. Citizenship or Place of Organization:
Delaware
Number of Shares Beneficially Owned by Each Reporting Person with:
5. Sole Voting Power: 0
6. Shared Voting Power: 14,094,605
7. Sole Dispositive Power: 0
8. Shared Dispositive Power: 14,094,605
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares: / /
11. Percent of Class Represented by Amount in Row (9): 4.8%
12. Type of Reporting Person: CO
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SEDOL NO. 0448116 SCHEDULE 13G/A Page 7 of 12
Schedule 13G/A of Little Wing, L.P. ("Little Wing"), Little Wing Too, L.P.
("Little Wing Too"), Quilcap Corp. ("Quilcap Corp."), Tradewinds Fund Ltd.
("Tradewinds"), and Quilcap International Corp. ("Quilcap International") with
respect to the ordinary shares, par value five pence per share (the "Common
Shares") of Huntingdon Life Sciences Group plc (the "Issuer").
ITEM 1(a) NAME OF ISSUER:
Huntingdon Life Sciences Group plc
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
Woolley Road, Alconbury, Huntingdon, Cambridgeshire, PE17 2SW, England
ITEM 2(a) NAME OF PERSON(S) FILING:
Little Wing, L.P.
Little Wing Too, L.P.
Quilcap Corp.
Tradewinds Funds
Quilcap International Corp.
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
Little Wing, L.P.
c/o Quilcap Corp.
375 Park Avenue
Suite 1404
New York, NY 10152
Little Wing Too, L.P.
c/o Quilcap Corp.
375 Park Avenue
Suite 1404
New York, NY 10152
Quilcap Corp.
375 Park Avenue
Suite 1404
New York, NY 10152
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SEDOL NO. 0448116 SCHEDULE 13G/A Page 8 of 12
Tradewinds Fund Ltd.
c/o Quilcap International Corp.
375 Park Avenue
Suite 1404
New York, NY 10152
Quilcap International Corp.
375 Park Avenue
Suite 1404
New York, NY 10152
ITEM 2(c) CITIZENSHIP:
Little Wing and Little Wing Too are each limited partnerships
organized under the laws of the State of Delaware. Quilcap
Corp. and Quilcap International are each corporations
organized under the laws of the State of Delaware. Tradewinds
is a corporation organized under the laws of the British
Virgin Islands.
ITEM 2(d) TITLE OF CLASS OF SECURITIES:
Ordinary shares, par value 5 pence per share
ITEM 2(e) SEDOL NUMBER:
0448116
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-
1(B), or 13d-2(B) or (C), CHECK WHETHER THE PERSON
FILING IS A:
/ / (a) Broker or Dealer registered under Section 15 of the Securities
Exchange Act of 1934 (the "Act");
/ / (b) Bank as defined in Section 3(a)(6) of the Act;
/ / (c) Insurance Company as defined in Section 3(a)(19) of the Act;
/ / (d) Investment Company registered under Section 8 of the
Investment Company Act of 1940;
/ / (e) An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
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SEDOL NO. 0448116 SCHEDULE 13G/A Page 9 of 12
/ / (f) An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
/ / (g) A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
/ / (h) A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
/ / (i) A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
/ / (j) A Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c),
check this box. /x/
ITEM 4 OWNERSHIP
(a) Amount Beneficially Owned:
34,157,335
(b) Percentage of Class:
11.7% (based upon the 291,010,294 Common Shares reported by the
Issuer to be outstanding as of August 3, 1998)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: -0-
(ii) shared power to vote or to direct the vote: 34,157,335
(iii) sole power to dispose or to direct the
disposition of: -0-
(iv) shared power to dispose or to direct the
disposition of : 34,157,335
Quilcap Corp. is the general partner of each of Little Wing and Little
Wing Too. Quilcap International is the investment manager to Tradewinds.
Little Wing and Little Wing Too each have the power to vote and dispose of
their respective Common Shares, which power may be exercised by Quilcap
Corp., the general partner to both entities. Tradewinds has the power to
vote and dispose of the Common Shares owned by it, which power may be
exercised by Quilcap International, the investment manager to Tradewinds.
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SEDOL NO. 0448116 SCHEDULE 13G/A Page 10 of 12
NOTE: This Amendment has been filed to correct the amounts of beneficial
ownership which were reported in the Schedule 13-G filed for the
above-referenced Reporting Persons for the year ended December 31,
1998. In that Schedule, the Reporting Persons inadvertently
reported the number of ADRs held rather than the ordinary shares
underlying the ADRs and, in calculating the percentage of
beneficial ownership of each Reporting Person, used the number of
shares which had been issued and outstanding as of June 30, 1998
rather than the number of shares outstanding as of December 31,
1998. As a result, the number of ordinary shares held by, and the
percentage of beneficial ownership of each of, the Reporting
Persons were understated. This error was not discovered until
March 2000 when the Reporting Persons began to reduce their
holdings in the Issuer. See Schedule 13-G/A dated March 10, 2000
for the beneficial ownership of the Reporting Persons as of that
date.
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: / /
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.
Not applicable.
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
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SEDOL NO. 0448116 SCHEDULE 13G/A Page 11 of 12
ITEM 9 NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10 CERTIFICATION (if filing pursuant to Rule 13d-1(c))
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.
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SEDOL NO. 0448116 SCHEDULE 13G/A Page 12 of 12
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.
Dated: April 5, 2000
LITTLE WING, L.P. LITTLE WING TOO, L.P.
By: Quilcap Corp., General Partner By: Quilcap Corp., General Partner
By: /s/ Parker Quillen By: /s/ Parker Quillen
-------------------------------- --------------------------------
Parker Quillen, President Parker Quillen, President
QUILCAP CORP. TRADEWINDS FUND LTD.
By: Quilcap International Corp.
By: /s/ Parker Quillen By: /s/ Parker Quillen
-------------------------------- --------------------------------
Parker Quillen, President Parker Quillen, President
QUILCAP INTERNATIONAL CORP.
By: /s/ Parker Quillen
--------------------------------
Parker Quillen, President
