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SCHEDULE 13G/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Bio-Technology General Corp.
- -----------------------------------------
(Name of Issuer)
Common Stock
- -----------------------------------------
(Title of Class Securities)
090578105
- -----------------------------------------
(CUSIP Number)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
/X/ Rule 13d-1(b)
/ / Rule 13d-1(c)
/ / 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
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 that
section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
Page 1 of 5 Pages
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CUSIP NO. 090578105 13G/A PAGE 2 OF 5 PAGES
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GRACE BROTHERS, LTD.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a)/ /
(b)/ /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
ILLINOIS LIMITED PARTNERSHIP
5 SOLE VOTING POWER
NUMBER OF 1,130,614 SHARES
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 930,400 SHARES
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 1,130,614 SHARES
WITH
8 SHARED DISPOSITIVE POWER
930,400 SHARES
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,061,014 SHARES
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.9%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
BD, PN
Page 2 of 5 Pages
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Page 3 of 5 Pages
Item 1.
(a) Name of Issuer
Bio-Technology General Corp.
(b) Address of Issuer's Principal Executive Offices
70 Wood Avenue South, Iselin, New Jersey 08830
Item 2.
(a) Name of Person Filing
Grace Brothers Ltd. ("Grace")
(b) Address of Principal Business Office or, if none,
Residence
1560 Sherman Avenue, Suite 900
Evanston, IL 60201
(c) Citizenship
Illinois Limited Partnership
(d) Title of Class of Securities
Common Stock
(e) Cusip Number
090578105
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Page 4 of Pages
Item 3. If this statement is filed pursuant to Section
240.13d-1(b) or 240.13d-2(b) or (c), check whether the erson
filing is a:
(a) (X) Broker or Dealer registered under Section 15 of the
Act (15 U.S.C. 78o).
(b) ( ) Bank as defined in section 3(a)(6) of the Act (15 U.S
.C. 78c).
(c) ( ) Insurance Company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c).
(d) ( ) Investment Company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C 80a-8).
(e) ( ) An investment adviser in accordance with section
240.13d-1(b)(1)(ii)(E);
(f) ( ) An Employee Benefit Plan or endowment fund in
accordance with section 240.13d-1(b)(1)(ii)(F);
(g) ( ) A Parent Holding Company, in accordance with 240.13d-
1(b)(1)(ii)(G);
(h) ( ) A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) ( ) 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) ( ) Group, in accordance with section 240.13d-
1(b)(1)(ii)(J).
Item 4. Ownership
(a) Amount Beneficially Owned
2,061,014 shares
(b) Percent of Class
3.9%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
1,130,614 shares
(ii) shared power to vote or to direct the vote
930,400 shares
(iii) sole power to dispose or to direct the vote
1,130,614 shares
(iv) shared power to dispose or to direct the disposition of
930,400 shares
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable
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Page 5 of 5 Pages
Item 6. Ownership of More than Five Percent of Behalf of
Another Person.
Other than the direct beneficial owners for the 930,400
shares listed in item 4(c)(ii) of this filing, which are
affiliates of Grace, no other person is known to have the
right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, such
securities.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent
Holding Company
Reporting person is not a parent holding company.
Item 8. Identification and Classification of Members of the
Group
Reporting person is not a member of a group.
Item 9. Notice of Dissolution of Group
Reporting person is not filing notice of dissolution of a
group.
Item 10. Certification
(a) The following certification shall be included if the
statement is filed pursuant to section 240.13d-1(b):
By signing below Grace Brothers certifies that, to the best
of its knowledge and belief, the securities referred to above
were acquired in the ordinary course of business and 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.
SIGNATURE
Grace Brothers, Ltd., after reasonable inquiry and to the
best of its knowledge and belief certifies that the
information set forth in this statement is true, complete and
correct.
Dated: February 8, 2000
Grace Brothers, Ltd.
By:/s/ Bradford T. Whitmore
------------------------
Bradford T. Whitmore
General Partner
Grace Brothers, Ltd.
