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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. 3)*
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
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 14, 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
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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
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
AF
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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.
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SOLE VOTING POWER
7 As of the date for the filing of this statement,
NUMBER OF the reporting person has voting and dispositive
power over (i) shares of Series A Preferred Stock
SHARES which are convertible into 557,328 shares of
Common Stock, (ii) Warrants exercisable into
BENEFICIALLY 26,088 shares of Common Stock and (iii) 317,638
shares of Common Stock.
OWNED BY -----------------------------------------------------------
SHARED VOTING POWER
EACH 8
0
REPORTING
-----------------------------------------------------------
PERSON SOLE DISPOSITIVE POWER
9
WITH 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 4.9% 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
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*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 third 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 the
execution of an agreement between the issuer and certain affiliates of the
reporting person limiting the ability of such affiliates to convert convertible
securities of the issuer into common stock of the issuer.
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 $2,900,000 ("Preferred Stated Value"),
Warrants exercisable into 26,088 shares of Common Stock and 317,638
shares of Common Stock.
Subject to the restriction set out below, 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.
Effective May 14, 1997, each of Nelson and Olympus entered into an
agreement with the Issuer (the "May Agreement") pursuant to which each
such party agreed that notwithstanding the conversion rights described
above, neither Nelson nor Olympus can convert any Preferred Stock if
such conversion would cause the aggregate number of shares of Common
Stock beneficially owned by such party and its affiliates to be
greater than 4.9% of the outstanding shares of the Common Stock
following such conversion. For purposes of the foregoing sentence, the
aggregate number of shares of Common Stock beneficially owned by a
converting party and its affiliates shall include the shares of Common
Stock issuable upon conversion of the shares of Preferred Stock with
respect to which the determination is being made, but shall exclude
the shares of Common Stock which would be issuable upon conversion of
the remaining, unconverted portion of the Preferred Stock beneficially
owned by such party and its affiliates. Except as set forth in the
preceding sentence, for purposes of the agreement, beneficial
ownership is calculated in accordance with Section 13(d) of the
Securities Exchange Act of 1934, as amended.
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. However, pursuant to the May Agreement, Citadel and
its affiliates are prohibited from effecting any conversion of
Preferred Stock which would cause Citadel to beneficially own in
excess of 4.9% of the Issuer's outstanding Common Stock.
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 528,385 shares of Common Stock representing 4.9% 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 and (ii) a Preferred Face CP of $5.4723).
(b) Citadel has the sole power to vote and the sole power to dispose of
the Convertible Securities, the shares of Common
Page 3 of 5 Pages
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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 60-day period ending May 14, 1997:
<TABLE>
<CAPTION>
Transaction Date Transacting Party Transaction Quantity Price
- ---------------- ----------------- ----------- -------- -----
<S> <C> <C> <C> <C>
April 7, 1997 Nelson Sell 20,000 $7.37
April 11, 1997 Nelson Sell 16,000 $7.50
April 22, 1997 Nelson Sell 6,300 $5.87
April 23, 1997 Nelson Sell 29,000 $5.69
April 24, 1997 Nelson Sell 18,700 $5.66
April 29, 1997 Nelson Sell 15,000 $5.48
May 1, 1997 Nelson Sell 10,000 $5.54
May 2, 1997 Nelson Sell 14,000 $5.92
May 5, 1997 Nelson Sell 29,600 $6.16
</TABLE>
(d) Nelson and Olympus, as the direct beneficial and legal owners of the
Convertible Securities and the shares of Common 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.
(e) As of the date for the filing of this statement, as a result of the
provisions of the May Agreement, Nelson and Olympus collectively own
less than 5% of the Issuer's Common Stock. As a consequence, from and
after such date Citadel shall not be deemed to be the beneficial owner
of more than 5% of the Issuer's Common Stock.
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 19, 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
