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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. 2)*
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)
April 7, 1997
_______________________________________________________________
(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
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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
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
U.S.
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF As of the date for the filing of this
statement, the reporting person has voting and
SHARES dispositive power over (i) shares of Series A
Preferred Stock which are convertible into
BENEFICIALLY 484,227 shares of Common Stock, (ii) Warrants
exercisable into 26,088 shares of Common Stock
OWNED BY EACH and (iii) 421,638 shares of Common Stock.
-----------------------------------------------------------
REPORTING SHARED VOTING POWER
8
PERSON WITH -0-
-----------------------------------------------------------
SOLE DISPOSITIVE POWER
9
See item 7 above.
-----------------------------------------------------------
SHARED DISPOSITIVE POWER
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
7.95% as of the date for the filing of this statement. (Based on
10,783,373 shares of Common Stock issued and outstanding as of March 1,
1997, 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
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This is the second amendment to the Schedule 13D previously filed by the
reporting person with respect to the securities of the issuer set forth on the
cover page hereto (such initial filing, together with any prior amendments
thereto, the "Prior Filing"). This amendment is being filed in order to amend
and restate Item 5 of the Prior Filing in its entirety in connection with sales
of the issuer's common stock by affiliates of the reporting person.
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, the shares of Common
Stock into which the Convertible Securities are convertible or
exercisable, as the case may be, and other shares of Common Stock
owned by Nelson and Olympus. As of the date for the filing of this
statement, Nelson and Olympus collectively owned Preferred Stock for
which they originally paid $3,000,000 ("Preferred Stated Value"),
Warrants exercisable into 26,088 shares of Common Stock and 484,227
shares of Common Stock.
As of any date (a "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 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 for 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 931,953 shares of Common Stock representing 7.95% of the Issuer's
Common Stock (based on (i) 10,783,373 shares of Common Stock issued
and outstanding as reported by the Issuer as of March 1, 1997 in its
most recent Form 10-K, (ii) a Preferred Face CP of $6.4607 and (iii) a
Preferred Accretion CP of $8.0217).
(b) Citadel has the sole power to vote and the sole power to dispose of
the Convertible Securities, the shares of Common Stock into which the
Convertible Securities are convertible or exercisable, as the case may
be, and the shares of Common Stock held by Nelson and Olympus, in each
case, on behalf of Nelson and Olympus.
(c) The following transactions with respect to the Issuer's common stock
have been effected during the 61-day period ending April 7, 1997:
Transaction Date Transacting Party Transaction Quantity Price
- ---------------- ----------------- ----------- -------- -----
March 11, 1997 Nelson Sell 3,350 $8.25
March 11, 1997 Olympus Sell 1,650 $8.25
April 7, 1997 Nelson Sell 20,000 $7.37
(d) Nelson and Olympus, as the direct beneficial and legal owners of the
Convertible Securities and the shares of Common
Page 3 of 5 Pages
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Stock, 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, the Common
Stock into which the Convertible Securities are convertible or exercisable, as
the case may be, and the Common Stock held by them. However, Citadel, as
managing general partner of Nelson and trading manager for Olympus, ultimately
has the right to direct such activities.
Page 4 of 5 Pages
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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: May 5, 1997 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
