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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)*
Celgene Corporation
________________________________________________________________________________
(Name of Issuer)
Common Stock, par value $.01 per share
________________________________________________________________________________
(Title of Class of Securities)
151020104
_______________________________________________________________
(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 24, 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 5 Pages
<PAGE>
SCHEDULE 13D
- -----------------------
CUSIP NO. 151020104
- -----------------------
- ------------------------------------------------------------------------------
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
TO ITEMS 2(d) or 2(E) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
U.S.
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7 Reporting person has voting and dispositive power
over 8% Convertible Debentures, shares of Series
A Preferred Stock and Warrants which are
convertible or exercisable, as the case may be, in
NUMBER OF the aggregate, into 709,923 shares of Common Stock
as of the date of the filing of this statement.
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8 -0-
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9 See item 7 above.
REPORTING
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
6.89% as of the date of the filing of this statement. (Based on
9,590,653 shares of Common Stock issued and outstanding as of July 31,
1996, plus the Common Stock issuable upon the conversion and exercise
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 5 Pages
<PAGE>
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. The reporting
person desires to disclose in this statement the formula pursuant to which its
deemed beneficial ownership of the issuer's common stock may be determined as of
any date based on fluctuations in the market price of the issuer's common stock.
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to shares of common stock, par value $.01
per share ("Common Stock"), of Celgene Corporation ("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 8% Convertible Debentures ("Debentures"), upon conversion of Series A
Preferred Stock, par value $.01 per share ("Preferred Stock"), and upon exercise
of Warrants ("Warrants" and together with the Debentures and Preferred Stock
collectively, "Convertible Securities"). The principal executive offices of the
Issuer are located at 7 Powder Horn Drive, Warren, New Jersey 07059.
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 an aggregate of $2,250,000 of Debentures
pursuant to Subscription Agreements between each of Nelson and Olympus and the
Issuer dated as of July 28, 1995 ("Debenture Closing Date"). Nelson and Olympus
acquired an aggregate of $3,000,000 of Preferred Stock pursuant to Subscription
Agreements between each of Nelson and Olympus and the Issuer dated as of March
7, 1996 ("Preferred Closing Date"). Nelson and Olympus acquired Warrants in
connection with the exercise of certain rights of holders of the Preferred Stock
as of August 20, 1996.
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
Convertible Securities and/or Common Stock 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 and the
shares of Common Stock into which the Convertible Securities are
convertible or exercisable, as the case may be. As of the date of
the filing of this statement, Nelson and Olympus collectively
owned Debentures for which they originally paid $2,250,000
("Debenture Stated Value"), Preferred Stock for which they
originally paid $3,000,000 ("Preferred Stated Value") and
Warrants exercisable into 26,088 shares of Common Stock.
As of any date ("Conversion Date") all or a portion of the
Debentures may be converted into the number of shares of Common
Stock determined by dividing the Debenture Stated Value of such
securities (plus an amount equal to 8% interest on the Debenture
Stated Value of such securities from the Debenture Closing Date)
by a conversion price ("Debenture Conversion Price"). The
Debenture Conversion Price is equal to the lesser of (i) $8.00
and (ii) 85% of the average closing bid price (as reported by
NASDAQ or such other market or exchange as the Common Stock is
then traded) of the Issuer's Common Stock for the five trading
days immediately preceding the Conversion Date.
As a result, if the Company's Common Stock is trading at a price
less than $9.41, the Debenture Conversion Price will fluctuate
depending upon the closing bid price of the Issuer's Common
Stock.
Page 3 of 5 Pages
<PAGE>
As of any Conversion Date all or a portion of the Preferred Stock
may be converted into the number of shares of Common Stock
determined by adding (i) the quotient determined by dividing the
Preferred Stated Value of such securities by a conversion price
("Preferred Face CP") equal to the lesser of (A) $18.81 and (B)
85% of the average closing price (as reported by NASDAQ or such
other market or exchange as the Common Stock is then traded) of
the Issuer's Common Stock for the five trading days immediately
preceding the Conversion Date and (ii) the quotient determined by
dividing an amount equal to 4.9% interest on the Preferred Stated
Value of such securities from the Preferred Closing Date by a
conversion price ("Preferred Accretion CP") equal to the average
closing price (as reported by NASDAQ or such other market or
exchange as the Common Stock is then traded) of the Issuer's
Common Stock for the 30 calendar days immediately preceding the
Conversion Date.
As a result, (i) if the Company's Common Stock is trading at a
price less than $20.90, the Preferred Face CP will fluctuate
depending upon the closing trade price of the Issuer's Common
Stock, and (ii) the Preferred Accretion CP will fluctuate
depending upon the closing trade price of the Issuer's Common
Stock.
As a consequence of the fluctuation in the Debenture Conversion
Price, Preferred Face CP and Preferred Accretion CP, the number
of shares of Common Stock into which the Convertible Securities
may be converted, and consequently the number of shares of such
securities which Citadel may be deemed to beneficially own, may
fluctuate on a daily basis based solely on the Common Stock's
market price and without any action taken by Citadel, Nelson or
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 709,923 shares of Common Stock representing 6.89% of the
Issuer's Common Stock (based on (i) 9,590,653 shares of Common
Stock issued and outstanding as reported by the Issuer as of July
31, 1996 in its most recent Form 10-Q, (ii) a Debenture
Conversion Price equal to $7.5863, (iii) a Preferred Face CP of
$8.5982 and (iv) a Preferred Accretion CP of $10.5435).
(b) Citadel has the sole power to vote and the sole power to dispose
of the Convertible Securities and the shares of Common Stock into
which the Convertible Securities are convertible or exercisable,
as the case may be, on behalf of Nelson and Olympus.
(c) The following transactions with respect to the Issuer's common
stock have been effected during the 60-day period ending
October 23, 1996:
<TABLE>
<CAPTION>
Transaction Date Transacting Party Transaction Quantity Price
- ---------------- ----------------- ----------- -------- -----
<S> <C> <C> <C> <C>
10/4/96 Olympus Sell 5,000 10.25
10/4/96 Nelson Sell 10,000 10.25
10/1/96 Olympus Sell 1,000 10.19
10/1/96 Nelson Sell 4,000 10.19
9/16/96 Olympus Sell 2,000 9.32
9/16/96 Nelson Sell 24,000 9.32
9/13/96 Nelson Sell 2,500 9.25
</TABLE>
(d) Nelson and Olympus, as the direct beneficial and legal owners of
the Convertible Securities, 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 and the Common Stock
into which the Convertible Securities are convertible or
exercisable, as the case may be. 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 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 and the Common Stock into which the
Convertible Securities are convertible or exercisable, as the case may be, 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 4 of 5 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 5 of 5 Pages
