OMB APPROVAL
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 OMB Number: 3235-0145
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*<PAGE>
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<PAGE>
SCHEDULE 13D
CUSIP No. 090578105
<PAGE>
<PAGE>
Page 2 of 7 Pages
1<PAGE>
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Elliott Associates, L.P., a Delaware Limited Partnership
<PAGE>
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a)
(b) <PAGE>
3 SEC USE ONLY 4 SOURCE OF FUNDS*
00<PAGE>
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)<PAGE>
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware<PAGE>
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH<PAGE>
7 SOLE VOTING POWER
2,078,857<PAGE>
8 SHARED VOTING POWER
0
<PAGE>
9 SOLE DISPOSITIVE POWER
2,078,857<PAGE>
10 SHARED DISPOSITIVE POWER
0<PAGE>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,078,857<PAGE>
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.65%<PAGE>
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>
<PAGE>
Page 3 of 7 Pages
1<PAGE>
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Westgate International, L.P., a Cayman Islands Limited
Partnership<PAGE>
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a)
(b) <PAGE>
3 SEC USE ONLY 4 SOURCE OF FUNDS*
00<PAGE>
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)<PAGE>
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies<PAGE>
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH<PAGE>
7 SOLE VOTING POWER
0<PAGE>
8 SHARED VOTING POWER
70,131<PAGE>
9 SOLE DISPOSITIVE POWER
0<PAGE>
10 SHARED DISPOSITIVE POWER
70,131<PAGE>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
70,131<PAGE>
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.16%<PAGE>
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>
<PAGE>
Page 4 of 7 Pages
1<PAGE>
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Martley International, Inc., a Delaware corporation<PAGE>
2 CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a)
(b) <PAGE>
3 SEC USE ONLY 4 SOURCE OF FUNDS*
00<PAGE>
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)<PAGE>
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware<PAGE>
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH<PAGE>
7 SOLE VOTING POWER
0<PAGE>
8 SHARED VOTING POWER
70,131<PAGE>
9 SOLE DISPOSITIVE POWER
0<PAGE>
10 SHARED DISPOSITIVE POWER
70,131<PAGE>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
70,131<PAGE>
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.16%<PAGE>
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
<PAGE>
AMOUNT OF FUNDS Margin accounts maintained at Merrill Lynch,
Pierce, Fenner and Smith Inc., Morgan Stanley
and Goldman Sachs<PAGE>
$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
<PAGE>
AMOUNT OF FUNDS Margin account maintained at Merrill Lynch,
Pierce, Fenner & Smith Inc.<PAGE>
$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<PAGE>
SECURITY AMOUNT
BOUGHT (SOLD)<PAGE>
PRICE,
EXCLUDING
COMMISSION<PAGE>
TYPE OF TRANSACTION 11/15/96 Common Stock (90,000) $9.000 Over-
the-counter (in New York)<PAGE>
11/18/96 Common Stock (6,700) $9.250 Over-the
- -counter (in New York)<PAGE>
11/25/96 Common Stock (1,000) $7.500 Over-the-counter
(in New York)<PAGE>
11/27/96 Common Stock (30,000) $9.250 Over-the-counter (in New
York)<PAGE>
11/29/96 Common Stock (30,700) $9.200 Over-the-counter (in New York)<PAGE>
12/2/96<PAGE>
Common Stock (43,700) $9.250 Over-the-counter (in New York) 12/3/96<PAGE>
Common Stock<PAGE>
(11,405) $9.250 Over-the-counter (in New York) <PAGE>
DATE<PAGE>
SECURITY AMOUNT
BOUGHT (SOLD)<PAGE>
PRICE,
EXCLUDING
COMMISSION<PAGE>
TYPE OF TRANSACTION 11/15/96 Common Stock (10,000) $9.000 Over-the
- -counter (in New York)<PAGE>
11/18/96 Common Stock (3,300) $9.250 Over-the-counter
(in New York)<PAGE>
12/3/96 Common Stock (114,195) $9.250 Over-the-counter (in New
York)<PAGE>
<PAGE>
(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.
<PAGE>
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
