<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
Sugen, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
865041107
- --------------------------------------------------------------------------------
(CUSIP Number)
March 24, 1999
- --------------------------------------------------------------------------------
Date of Event Which Requires Filing of the Statement
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[x] 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 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 23 Pages
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CUSIP NO. 865041107 13G Page 2 of 23 Pages
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NAME OF REPORTING PERSON.
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Name Citadel Limited Partnership
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Illinois Limited Partnership
U.S.A.
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6 15,000 Shares of Common Stock
$12,376,559 principal amount of 12% Senior Convertible
OWNED BY Notes Due 2002 (convertible into 603,735 Shares of
Common Stock)/1//
EACH $9,282,419 principal amount of 12% Senior Convertible
Note Purchase Warrants (exercisable into 12% Senior
REPORTING Convertible Notes Due 2002 which are convertible into
452,801 Shares of Common Stock)
PERSON 72,000 Common Stock Warrants (exercisable into 72,000
Shares of Common Stock)
WITH
-----------------------------------------------------------
SOLE DISPOSITIVE POWER
7
0
-----------------------------------------------------------
SHARED DISPOSITIVE POWER
8
See Item 6 above.
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
See Item 6 above.
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
[_]
- ------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Up to 6.4% as of the date of filing of this statement. (Based on
16,734,113 Shares of Common Stock issued and outstanding as of March 10,
1999, plus the Common Stock issuable upon the conversion of the notes and
exercise of the warrants referred to in Item 6 above.)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
PN;HC
- ------------------------------------------------------------------------------
/1/ 12% Senior Convertible Notes accrue interest at a rate of 12% per annum,
payable in cash or common stock, at the discretion of the Issuer and such amount
is excluded from the amounts set forth in Item 6.
Page 2 of 23 Pages
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CUSIP NO. 865041107 13G Page 3 of 23 Pages
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON.
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Name GLB Partners. L.P.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Delaware Limited Partnership
U.S.A.
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY
6 15,000 Shares of Common Stock
OWNED BY $12,376,559 principal amount of 12% Senior Convertible
Notes Due 2002 (convertible into 603,735 Shares of
EACH Common Stock)/1/
$9,282,419 principal amount of 12% Senior Convertible
REPORTING Note Purchase Warrants (exercisable into 12% Senior
Convertible Notes Due 2002 which are convertible into
PERSON 452,801 Shares of Common Stock)
72,000 Common Stock Warrants (exercisable into 72,000
WITH Shares of Common Stock)
-----------------------------------------------------------
SOLE DISPOSITIVE POWER
7
0
-----------------------------------------------------------
SHARED DISPOSITIVE POWER
8
See Item 6 above.
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
See Item 6 above.
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
[_]
- ------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Up to 6.4% as of the date of filing of this statement. (Based on
16,734,113 Shares of Common Stock issued and outstanding as of March 10,
1999, plus the Common Stock issuable upon the conversion of the notes and
exercise of the warrants referred to in Item 6 above.)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
PN;HC
- ------------------------------------------------------------------------------
/1/ 12% Senior Convertible Notes accrue interest at a rate of 12% per annum,
payable in cash or common stock, at the discretion of the Issuer and such amount
is excluded from the amounts set forth in Item 6.
Page 3 of 23 Pages
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CUSIP NO. 865041107 13G Page 4 of 23 Pages
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NAME OF REPORTING PERSON.
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
Name Citadel Investment Group, L.L.C.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Delaware Limited Liability Company
U.S.A.
- --------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6 15,000 Shares of Common Stock
$12,376,559 principal amount of 12% Senior Convertible
OWNED BY Notes Due 2002 (convertible into 603,735 Shares of
Common Stock)/1/
EACH $9,282,419 principal amount of 12% Senior Convertible
Note Purchase Warrants (exercisable into 12% Senior
REPORTING Convertible Notes Due 2002 which are convertible into
452,801 Shares of Common Stock)
PERSON 72,000 Common Stock Warrants (exercisable into 72,000
Shares of Common Stock)
WITH
-----------------------------------------------------------
SOLE DISPOSITIVE POWER
7
0
-----------------------------------------------------------
SHARED DISPOSITIVE POWER
8
See Item 6 above.
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
See Item 6 above.
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
[_]
- ------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Up to 6.4% as of the date of filing of this statement. (Based on
16,734,113 Shares of Common Stock issued and outstanding as of March 10,
1999, plus the Common Stock issuable upon the conversion of the notes and
exercise of the warrants referred to in Item 6 above.)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
OO;HC
- ------------------------------------------------------------------------------
/1/ 12% Senior Convertible Notes accrue interest at a rate of 12% per annum,
payable in cash or common stock, at the discretion of the Issuer and such amount
is excluded from the amounts set forth in Item 6.
Page 4 of 23 Pages
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CUSIP NO. 865041107 13G Page 5 of 23 Pages
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Name Kenneth Griffin
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
U.S. Citizen
U.S.A.
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6 15,000 Shares of Common Stock
$12,376,559 principal amount of 12% Senior Convertible
OWNED BY Notes Due 2002 (convertible into 603,735 Shares of
Common Stock)/1/
EACH $9,282,419 principal amount of 12% Senior Convertible
Note Purchase Warrants (exercisable into 12% Senior
REPORTING Convertible Notes Due 2002 which are convertible into
452,801 Shares of Common Stock)
PERSON 72,000 Common Stock Warrants (exercisable into 72,000
Shares of Common Stock)
WITH
-----------------------------------------------------------
SOLE DISPOSITIVE POWER
7
0
-----------------------------------------------------------
SHARED DISPOSITIVE POWER
8
See Item 6 above.
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
See Item 6 above.
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
[_]
- ------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Up to 6.4% as of the date of filing of this statement. (Based on
16,734,113 Shares of Common Stock issued and outstanding as of March 10,
1999, plus the Common Stock issuable upon the conversion of the notes and
exercise of the warrants referred to in Item 6 above.)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
IN
- ------------------------------------------------------------------------------
/1/ 12% Senior Convertible Notes accrue interest at a rate of 12% per annum,
payable in cash or common stock, at the discretion of the Issuer and such amount
is excluded from the amounts set forth in Item 6.
Page 5 of 23 Pages
<PAGE>
===============================================================================
CUSIP NO.865041107 13G Page 6 of 23 Pages
---------
- ------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS.
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Name Wellington Partners Limited Partnership
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [x]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Illinois Limited Partnership
U.S.A.
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF
0
-----------------------------------------------------------
SHARES SHARED VOTING POWER
6
5,200 Shares of Common Stock
BENEFICIALLY $4,816,009 principal amount of 12% Senior Convertible
Notes Due 2002 (convertible into 234,927 Shares of
Common Stock)/1/
OWNED BY $3,612,007 principal amount of 12% Senior Convertible
Note Purchase Warrants (exercisable into 12% Senior
Convertible Notes Due 2002 which are convertible into
EACH 176,196 Shares of Common Stock)
32,400 Common Stock Warrants (exercisable into
32,400 Shares of Common Stock)
REPORTING
-----------------------------------------------------------
PERSON
SOLE DISPOSITIVE POWER
7
WITH
0
-----------------------------------------------------------
SHARED DISPOSITIVE POWER
8
See Item 6 above.
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
See Item 6 above.
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10 (SEE INSTRUCTIONS)
[_]
Certain Shares*
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11 Up to 2.6% as of the date of filing of this statement. (Based on
16,734,1113 Shares of Common Stock issued and outstanding as of March 10,
1999, plus the Common Stock issuable upon the conversion of the notes and
exercise of the warrants referred to in Item 6 above.)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
PN;HC
- ------------------------------------------------------------------------------
/1/ 12% Senior Convertible Notes accrue interest at a rate of 12% per annum,
payable in cash or common stock, at the discretion of the Issuer and such amount
is excluded from the amounts set forth in Item 6.
Page 6 of 23 Pages
<PAGE>
- ------------------------- ---------------------
CUSIP NO. 8650411707 13G Page 7 of 23 Pages
- ------------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Name Wingate Capital Ltd.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4 Cayman Islands Company
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5 0
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6 0 Shares of Common Stock
$2,625,000 principal amount of 12% Senior Convertible
OWNED BY Notes Due 2002 (convertible into 128,049 Shares of
Common Stock)/1/ $1,968,750 principal amount of 12%
EACH Senior Convertible Note Purchase Warrants (exercisable
into 12% Senior Convertible Notes Due 2002 which are
REPORTING convertible into 96,037 Shares of Common Stock)
-----------------------------------------------------------
SOLE DISPOSITIVE POWER
7 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8 See Item 6 above.
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9 See Item 6 above.
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
10
CERTAIN SHARES* [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11 Up to 1.3% as of the date of filing of this statement. (Based on
16,734,113 Shares of Common Stock issued and outstanding as of March 10,
1999, plus the Common Stock issuable upon the conversion of the notes and
exercise of the warrants referred to in Item 6 above.)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12 CO
- ------------------------------------------------------------------------------
/1/12% Senior Convertible Notes accrue interest at a rate of 12% per annum,
payable in cash or common stock, at the discretion of the Issuer and such amount
is excluded from the amounts set forth in Item 6.
Page 7 of 23 Pages
<PAGE>
CUSIP NO. 865041107 13G Page 8 of 23 Pages
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Name NP Partners
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda General Partnership
- ------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY -----------------------------------------------------------
OWNED BY SHARED VOTING POWER
EACH 6 5,200 Shares of Common Stock
REPORTING $2,191,009 principal amount of 12% Senior Convertible
PERSON Notes Due 2002 (convertible into 106,879
WITH Shares of Common Stock)/1/
$1,643,257 principal amount of 12% Senior Convertible
Note Purchase Warrants (exercisable into 12% Senior
Convertible Notes Due 2002 which are convertible into
80,159 Shares of Common Stock)
32,400 Common Stock Warrants (exercisable into
32,400 Shares of Common Stock)
-----------------------------------------------------------
SOLE DISPOSITIVE POWER
7
0
-----------------------------------------------------------
SHARED DISPOSITIVE POWER
8
See Item 6 above.
- ------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 6 above.
- ------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
[_]
CERTAIN SHARES*
- ------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Up to 1.3% as of the date of filing of this statement. (Based on
16,734,113 Shares of Common Stock issued and outstanding as of March 10,
1999, plus the Common Stock issuable upon the conversion of the notes
and exercise of the warrants referred to in Item 6 above.)
- ------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON *
PN
- ------------------------------------------------------------------------------
/1/ 12% Senior Convertible Notes accrue interest at a rate of 12% per
annum, payable in cash or common stock, at the discretion of the Issuer and such
amount is excluded from the amounts set forth in Item 6.
Page 8 of 23 Pages
<PAGE>
- ----------------------- ----------------------
CUSIP NO. 865041107 13G Page 9 of 23 Pages
- ----------------------- ----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kensington Global Strategies Fund, Ltd.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Bermuda Company
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6 9,800 Shares of Common Stock
$7,560,550 principal amount of 12% Senior Convertible
OWNED BY Notes Due 2002 (convertible into 368,807 Shares of
Common Stock)/1/
EACH $5,670,413 principal amount of 12% Senior Convertible
Note Purchase Warrants (exercisable into 12% Senior
REPORTING Convertible Notes Due 2002 which are convertible into
276,606 Shares of Common Stock)
PERSON 39,600 Common Stock Warrants (exercisable into 39,600
Shares of Common Stock)
WITH
-----------------------------------------------------------
SOLE DISPOSITIVE POWER
7
0
-----------------------------------------------------------
SHARED DISPOSITIVE POWER
8
See Item 6 above.
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
See Item 6 above.
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11 Up to 4.0% as of the date of filing of this statement. (Based on
16,734,113 Shares of Common Stock issued and outstanding as of March 10,
1999, plus the Common Stock issuable upon the conversion of the notes and
exercise of the warrants referred to in Item 6 above.)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
CO
- ------------------------------------------------------------------------------
/1/ 12% Senior Convertible Notes accrue interest at a rate of 12% per annum,
payable in cash or common stock, at the discretion of the Issuer and such amount
is excluded from the amounts set forth in Item 6.
Page 9 of 23 Pages
<PAGE>
- ----------------------- -----------------------
CUSIP NO. 865041107 13G Page 10 of 23 Pages
- ----------------------- -----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fisher Capital Ltd.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Cayman Islands Compan
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6 0 Shares of Common Stock
$4,875,000 principal amount of 12% Senior Convertible
OWNED BY Notes Due 2002 (convertible into 237,805 Shares of
Common Stock)/1/
EACH $3,656,250 principal amount of 12% Senior Convertible
Note Purchase Warrants (exercisable into 12% Senior
REPORTING Convertible Notes Due 2002 which are convertible into
178,354 Shares of Common Stock)
PERSON
-----------------------------------------------------------
SOLE DISPOSITIVE POWER
WITH 7
0
-----------------------------------------------------------
SHARED DISPOSITIVE POWER
8
See Item 6 above.
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
See Item 6 above.
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11 Up to 2.4% as of the date of filing of this statement. (Based on
16,734,113 Shares of Common Stock issued and outstanding as of March 10,
1999, plus the Common Stock issuable upon the conversion of the notes and
exercise of the warrants referred to in Item 6 above.)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
CO
- ------------------------------------------------------------------------------
/1/ 12% Senior Convertible Notes accrue interest at a rate of 12% per annum,
payable in cash or common stock, at the discretion of the Issuer and such amount
is excluded from the amounts set forth in Item 6.
Page 10 of 23 Pages
<PAGE>
CUSIP NO. 865041107 13G Page 11 of 23 Pages
-----------
- ------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS.
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Olympus Securities, Ltd.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Bermuda Company
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6 9,800 Shares of Common Stock
$2,685,550 principal amount of 12% Senior Convertible
OWNED BY Notes Due 2002 (convertible into 131,003
Shares of Common Stock) /1/
EACH $2,014,163 principal amount of 12% Senior Convertible
Note Purchase Warrants (exercisable into 12% Senior
REPORTING Convertible Notes Due 2002 which are convertible into
98,252 shares of Common Stock)
PERSON 39,600 Common Stock Warrants (exercisable into 39,600
Shares of Common Stock)
WITH -----------------------------------------------------------
SOLE DISPOSITIVE POWER
7
0
-----------------------------------------------------------
SHARED DISPOSITIVE POWER
8
See Item 6 above.
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
See Item 6 above.
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10 (SEE INSTRUCTIONS)
[_]
CERTAIN SHARES*
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11 Up to 1.6% as of the date of filing of this statement. (Based on
16,734,113 Shares of Common Stock issued and outstanding as of March 10,
1999, plus the Common Stock issuable upon the conversion of the notes and
exercise of the warrants referred to in Item 6 above.)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON* (SEE INSTRUCTIONS)
12
CO
- ------------------------------------------------------------------------------
/1/ 12% Senior Convertible Notes accrues interest at a rate of 12% per
annum, payable in cash or common stock, at the discretion of the Issuer and such
amount is excluded from the amounts set forth in Item 6.
Page 11 of 23 Pages
<PAGE>
- ------------------ -------------------
CUSIP No. 86541107 13G Page 12 of 23 Pages
- ------------------ -------------------
SCHEDULE 13G
Item 1(a) Name of Issuer: Sugen, Inc.
1(b) Address of Issuer's Principal Executive Offices:
230 East Grand Avenue
South San Francisco, CA 94080
Item 2(a) Name of Person Filing
Item 2(b) Address of Principal Business Office
Item 2(c) Citizenship
Citadel Limited Partnership
225 W. Washington
9th Floor
Chicago, Illinois 60604
Illinois Limited Partnership
GLB Partners, L.P.
225 W. Washington
9th Floor
Chicago, Illinois 60604
Delaware Limited Partnership
Citadel Investment Group, L.L.C.
225 W. Washington
9th Floor
Chicago, Illinois 60604
Delaware Limited Liability Company
Kenneth Griffin
225 W. Washington
9th Floor
Chicago, Illinois 60604
U.S. Citizen
Wellington Partners Limited Partnership
c/o Citadel Investment Group, L.L.C.
225 W. Washington
9th Floor
Chicago, Illinois 60604
Illinois limited partnership
Wingate Capital Ltd.
c/o Citadel Investment Group, L.L.C.
225 W. Washington
9th Floor
Chicago, Illinois 60604
Cayman Islands company
Page 12 of 23 Pages
<PAGE>
- ------------------- -------------------
CUSIP No. 865041107 13G Page 13 of 23 Pages
- ------------------- -------------------
NP Partners (f/k/a Nelson Partners)
c/o Citadel Investment Group, L.L.C.
225 W. Washington
9/th/ Floor
Chicago, Illinois 60604
Bermuda general partnership
Kensington Global Strategies Fund, Ltd.
c/o Citadel Investment Group, L.L.C.
225 W. Washington
9th Floor
Chicago, Illinois 60604
Bermuda company
Fisher Capital Ltd.
c/o Citadel Investment Group, L.L.C.
225 W. Washington
9th Floor
Chicago, Illinois 60604
Cayman Islands company
Olympus Securities, Ltd.
c/o Citadel Investment Group, L.L.C.
225 W. Washington
9th Floor
Chicago, Illinois 60604
Bermuda company
2(d) Title of Class of Securities:
Common Stock, par value $0.01 per share
2(e) CUSIP Number: 865041107
Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b):
Not applicable.
Item 4 Ownership:
CITADEL LIMITED PARTNERSHIP
(a) Amount beneficially owned:
15,000 Shares of Common Stock
$12,376,559 principal amount of 12% Senior Convertible Notes Due 2002
(convertible into 603,735 Shares of Common Stock)**
$9,282,419 principal amount of 12% Senior Convertible Note Purchase Warrants
(exercisable into 12% Senior Convertible Notes Due 2002 which are convertible
into 452,801 Shares of Common Stock)
72,000 Common Stock Warrants (exercisable into 72,000 Shares of Common Stock)
(b) Percent of Class:
Page 13 of 23 Pages
<PAGE>
Up to 6.4% as of the date of filing of this statement. (Based on 16,734,113
Shares of Common Stock issued and outstanding as of March 10, 1999, plus the
Common Stock issuable upon the conversion of the notes and exercise of the
warrants referred to in item (a) above.)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
0
(ii) shared power to vote or to direct the vote:
See item (a) above.
(iii) sole power to dispose or to direct the disposition of:
0
(iv) shared power to dispose or to direct the disposition of:
See item (a) above.
GLB PARTNERS, L.P.
(a) Amount beneficially owned:
15,000 Shares of Common Stock
$12,376,559 principal amount of 12% Senior Convertible Notes Due 2002
(convertible into 603,735 Shares of Common Stock)**
$9,282,419 principal amount of 12% Senior Convertible Note Purchase Warrants
(exercisable into 12% Senior Convertible Notes Due 2002 which are convertible
into 452,801 Shares of Common Stock)
72,000 Common Stock Warrants (exercisable into 72,000 Shares of Common Stock)
(b) Percent of Class:
Up to 6.4% as of the date of filing of this statement. (Based on 16,734,113
Shares of Common Stock issued and outstanding as of March 10, 1999, plus the
Common Stock issuable upon the conversion of the notes and exercise of the
warrants referred to in item (a) above.)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
0
(ii) shared power to vote or to direct the vote:
See item (a) above.
(iii) sole power to dispose or to direct the disposition of:
0
(iv) shared power to dispose or to direct the disposition of:
Page 14 of 23 Pages
<PAGE>
See item (a) above.
CITADEL INVESTMENT GROUP, L.L.C.
(a) Amount beneficially owned:
15,000 Shares of Common Stock
$12,376,559 principal amount of 12% Senior Convertible Notes Due 2002
(convertible into 603,735 Shares of Common Stock)**
$9,282,419 principal amount of 12% Senior Convertible Note Purchase Warrants
(exercisable into 12% Senior Convertible Notes Due 2002 which are convertible
into 452,801 Shares of Common Stock)
72,000 Common Stock Warrants (exercisable into 72,000 Shares of Common Stock)
(b) Percent of Class:
Up to 6.4% as of the date of filing of this statement. (Based on 16,734,113
Shares of Common Stock issued and outstanding as of March 10, 1999, plus the
Common Stock issuable upon the conversion of the notes and exercise of the
warrants referred to in item (a) above.)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
0
(ii) shared power to vote or to direct the vote:
See item (a) above.
(iii) sole power to dispose or to direct the disposition of:
0
(iv) shared power to dispose or to direct the disposition of:
See item (a) above.
KENNETH GRIFFIN
(a) Amount beneficially owned:
15,000 Shares of Common Stock
$12,376,559 principal amount of 12% Senior Convertible Notes Due 2002
(convertible into 603,735 Shares of Common Stock)**
$9,282,419 principal amount of 12% Senior Convertible Note Purchase Warrants
(exercisable into 12% Senior Convertible Notes Due 2002 which are convertible
into 452,801 Shares of Common Stock)
72,000 Common Stock Warrants (exercisable into 72,000 Shares of Common Stock)
(b) Percent of Class:
Page 15 of 23 Pages
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CUSIP NO. 865041107 13G Page 16 of 23 Pages
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Up to 6.4% as of the date of filing of this statement. (Based on 16,734,113
Shares of Common Stock issued and outstanding as of March 10, 1999, plus the
Common Stock issuable upon the conversion of the notes and exercise of the
warrants referred to in item (a) above.)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
0
(ii) shared power to vote or to direct the vote:
See item (a) above.
(iii) sole power to dispose or to direct the disposition of:
0
(iv) shared power to dispose or to direct the disposition of:
See item (a) above.
WELLINGTON PARTNERS LIMITED PARTNERSHIP
(a) Amount beneficially owned:
5,200 Shares of Common Stock
$4,816,009 principal amount of 12% Senior Convertible Notes Due 2002
(convertible into 234,927 Shares of Common Stock)**
$3,612,007 principal amount of 12% Senior Convertible Note Purchase Warrants
(exercisable into 12% Senior Convertible Notes Due 2002 which are convertible
into 176,196 Shares of Common Stock)
32,400 Common Stock Warrants (exercisable into 32,400 Shares of Common Stock)
(b) Percent of Class:
Up to 2.6% as of the date of filing of this statement. (Based on 16,734,113
Shares of Common Stock issued and outstanding as of March 10, 1999, plus the
Common Stock issuable upon the conversion of the notes and exercise of the
warrants referred to in item (a) above.)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
0
(ii) shared power to vote or to direct the vote:
See item (a) above.
(iii) sole power to dispose or to direct the disposition of:
0
(iv) shared power to dispose or to direct the disposition of:
Page 16 of 23 Pages
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CUSIP NO. 865041107 13G Page 17 of 23 Pages
- ----------------------- -----------------------
See item (a) above.
WINGATE CAPITAL LTD.
(a) Amount beneficially owned:
$2,625,000 principal amount of 12% Senior Convertible Notes Due 2002
(convertible into 128,049 Shares of Common Stock)**
$1,968,750 principal amount of 12% Senior Convertible Note Purchase Warrants
(exercisable into 12% Senior Convertible Notes Due 2002 which are convertible
into 96,037 Shares of Common Stock)
(b) Percent of Class:
Up to 1.3% as of the date of filing of this statement. (Based on 16,734,113
Shares of Common Stock issued and outstanding as of March 10, 1999, plus the
Common Stock issuable upon the conversion of the notes and exercise of the
warrants referred to in item (a) above.)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
0
(ii) shared power to vote or to direct the vote:
See item (a) above.
(iii) sole power to dispose or to direct the disposition of:
0
(iv) shared power to dispose or to direct the disposition of:
See item (a) above.
NP PARTNERS
(a) Amount beneficially owned:
5,200 Shares of Common Stock
$2,191,009 principal amount of 12% Senior Convertible Notes Due 2002
(convertible into 106,879 Shares of Common Stock)**
$1,643,257 principal amount of 12% Senior Convertible Note Purchase Warrants
(exercisable into 12% Senior Convertible Notes Due 2002 which are convertible
into 80,159 shares of Common Stock)
32,400 Common Stock Warrants (exercisable into 32,400 Shares of Common Stock)
(b) Percent of Class:
Up to 1.3% as of the date of filing of this statement. (Based on 16,734,113
Shares of Common Stock issued and outstanding as of March 10, 1999, plus the
Common Stock issuable upon the conversion of the notes and exercise of the
warrants referred to in item (a) above.)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
0
Page 17 of 23 Pages
<PAGE>
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CUSIP NO. 865041107 13G Page 18 of 23 Pages
- ----------------------- -----------------------
(ii) shared power to vote or to direct the vote:
See item (a) above.
(iii sole power to dispose or to direct the disposition of:
0
(iv) shared power to dispose or to direct the disposition of:
See item (a) above.
KENSINGTON GLOBAL STRATEGIES FUND, LTD.
(a) Amount beneficially owned:
9,800 Shares of Common Stock
$7,560,550 principal amount of 12% Senior Convertible Notes Due 2002
(convertible into 368,807 Shares of Common Stock)**
$5,670,413 principal amount of 12% Senior Convertible Note Purchase Warrants
(exercisable into 12% Senior Convertible Notes Due 2002 which are convertible
into 276,606 Shares of Common Stock)
39,600 Common Stock Warrants (exercisable into 39,600 Shares of Common Stock)
(b) Percent of Class:
Up to 4.0% as of the date of filing of this statement. (Based on 16,734,113
Shares of Common Stock issued and outstanding as of March 10, 1999, plus the
Common Stock issuable upon the conversion of the notes and exercise of the
warrants referred to in item (a) above.)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
0
(ii) shared power to vote or to direct the vote:
See item (a) above.
(iii) sole power to dispose or to direct the disposition of:
0
(iv) shared power to dispose or to direct the disposition of:
See item (a) above.
Page 18 of 23 Pages
<PAGE>
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CUSIP NO. 865041107 13G Page 19 of 23 Pages
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FISHER CAPITAL LTD.
(a) Amount beneficially owned:
$4,875,000 principal amount of 12% Senior Convertible Notes Due 2002
(convertible into 237,805 Shares of Common Stock)**
$3,656,250 principal amount of 12% Senior Convertible Note Purchase Warrants
(exercisable into 12% Senior Convertible Notes Due 2002 which are convertible
into 178,354 Shares of Common Stock)
(b) Percent of Class:
Up to 2.4% as of the date of filing of this statement. (Based on 16,734,113
Shares of Common Stock issued and outstanding as of March 10, 1999, plus the
Common Stock issuable upon the conversion of the notes and exercise of the
warrants referred to in item (a) above.)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
0
(ii) shared power to vote or to direct the vote:
See item (a) above.
(iii) sole power to dispose or to direct the disposition of:
0
(iv) shared power to dispose or to direct the disposition of:
See item (a) above.
OLYMPUS SECURITIES, LTD.
(a) Amount beneficially owned:
9,800 Shares of Common Stock
$2,685,550 principal amount of 12% Senior Custom Convertible Notes Due 2002
(convertible into 131,003 Shares of Common Stock)**
$2,014,163 principal amount of 12% Senior Convertible Note Purchase Warrants
(exercisable into 12% Senior Convertible Notes Due 2002 which are convertible
into 98,252 shares of Common Stock)
39,600 Common Stock Warrants (exercisable into 39,600 Shares of Common Stock)
(b) Percent of Class:
Up to 1.6% as of the date of filing of this statement. (Based on 16,734,113
Shares of Common Stock issued and outstanding as of March 10, 1999, plus the
Common Stock issuable upon the conversion of the notes and exercise of the
warrants referred to in item (a) above.)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
0
(ii) shared power to vote or to direct the vote:
Page 19 of 23 Pages
<PAGE>
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CUSIP NO. 865041107 13G Page 20 of 23 Pages
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See item (a) above.
(iii) sole power to dispose or to direct the disposition of:
0
(iv) shared power to dispose or to direct the disposition of:
See item (a) above.
** 12% Senior Convertible Notes accrue interest at a rate of 12% per annum,
payable in cash or Common Stock, at the discretion of the Issuer.
Certain securities reported herein are securities which the holders of such
securities may acquire in the future through (i) the conversion of 12% Senior
Convertible Notes due 2002 ("12% Convertible Notes"), with an aggregate
principal value of $7,500,000 ("12% Note Principal Value"), all or a portion of
which may be converted into a number of shares of Common Stock determined by
dividing the 12% Note Principal Value (plus an amount equal to any accrued but
unpaid interest due with respect to such 12% Convertible Notes) by $20.50; (ii)
the exercise of 12% Senior Convertible Note Purchase Warrants ("12% Note
Warrants"), for 12% Convertible Notes with a principal value of $5,625,000 ("12%
Warrant Principal Value"), all or a portion of which may then be converted into
a number of shares of Common Stock determined by dividing the 12% Warrant
Principal Value (plus an amount equal to any accrued but unpaid interest due
with respect to such Notes) by $20.50; (iii) the exchange, described below, of
5% Senior Custom Convertible Notes due 2000 ("5% Convertible Notes"), with an
aggregate principal value of $3,701,140 ("5% Note Principal Value"), all or a
portion of which may be converted into a number of shares of Common Stock
determined by dividing the 5% Note Principal Value (plus an amount equal to any
accrued but unpaid interest due with respect to such 5% Convertible Notes) by
the lesser of (a) the arithmetic average of the lowest per share trading price
on the two trading days on which either the national securities exchange or
NASDAQ (whichever then constitutes the principal securities market for the
Common Stock) is open for general trading ("Trading Days") during the applicable
trading period (i.e., the twenty consecutive Trading Days ending one day prior
to the date of determination) (the "Floating Price"), or (b) $14.8673 (the
"Fixed Price"); and (iv) the exercise of Common Stock Purchase Warrants ("Common
Stock Warrants") for 72,000 shares of Common Stock at an exercise price of
$16.74 per Share of Common Stock.
None of the holders of the Common Stock Warrants reported herein may
exercise such warrants to the extent that, after giving effect to such exercise,
such holder (together with such holder's affiliates) would beneficially own (as
defined in Rule 13d-3, but excluding 5% Convertible Notes and Common Stock
Warrants other than that with respect to which such determination is made) in
excess of 4.9% of the outstanding shares of the Common Stock following such
conversion. Although the Common Stock Warrants may not be currently exercised by
the holders thereof due to the prohibitions of the foregoing sentence, it is
possible that, within 60 days, the Reporting Persons may decrease their
beneficial ownership of the Issuer's Common Stock and, therefore, will be able
to exercise all or a portion of such warrants (again, subject to the
prohibitions of the foregoing sentence). Accordingly, while these securities
have been disclosed in this Schedule as if the Reporting Persons were the
beneficial owners thereof, this Schedule shall not be construed as an admission
that such holders of the securities reported herein are "beneficial owners" to
the extent the Common Stock Warrants are not exercisable due to the prohibitions
set forth in the first sentence of this paragraph.
The holders of the 5% Convertible Notes have entered into an agreement with
the Issuer whereby such holders will exchange the 5% Convertible Notes currently
held (the "Exchange Notes") for newly issued 12% Convertible Notes on July 31,
1999 or, if the Reporting Persons so choose, at any time prior to July 31, 1999.
The principal value for the newly issued 12% Convertible Notes shall equal
131.7583% of the outstanding principal value of the Exchange Notes as of the
date of exchange. In addition, the Issuer will issue to the holders on the date
of the exchange a Warrant to purchase 12% Senior Convertible Notes with a
principal value equal to 75% of the original principal value of the newly issued
12% Convertible Notes.
Prior to the Reporting Persons' exchange of the Exchange Notes described
above, none of the holders of 5% Convertible Notes and Common Stock Warrants
reported herein may convert such securities to the extent that, after giving
effect to such conversion, such holder (together with such holder's affiliates)
would beneficially own (as defined in Rule 13d-3, but excluding 5% Convertible
Notes and Common Stock Warrants other than that with respect to which such
determination is made) in excess of 4.9% of the outstanding shares of the Common
Stock following such conversion.
In addition prior to the reporting persons' exchange of the Exchange
Notes, with respect to the 5% Convertible Notes, if the Floating Price is less
than the Fixed Price, the conversion price will fluctuate depending upon the
trading price of the Issuer's Common Stock. As a consequence, the number of
shares of Common Stock into which the 5% Convertible Notes may be converted, and
consequently the number of shares of such securities which the holders of such
securities 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
the holders of such securities.
Page 20 of 23 Pages
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CUSIP NO. 865041107 13G Page 21 of 23 Pages
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Item 5 Ownership of Five Percent or Less of a Class:
Not Applicable.
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
Not Applicable.
Item 7 Identification and Classification of the Subsidiary which Acquired the
Security Being Reported on by the Parent Holding Company:
See Item 2 above.
Item 8 Identification and Classification of Members of the Group:
Not Applicable.
Item 9 Notice of Dissolution of Group:
Not Applicable.
Item 10 Certification:
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above 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.
Page 21 of 23 Pages
<PAGE>
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Cusip No. 865041107 13G Page 22 of 23 Pages
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After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated this 5th day of April, 1999 /s/ Kenneth Griffin
__________________________
Kenneth Griffin
CITADEL LIMITED PARTNERSHIP CITADEL INVESTMENT GROUP, L.L.C.
By: GLB Partners, L.P., By: /s/ Kenneth Griffin
its General Partner _____________________________
Kenneth Griffin, President
By: Citadel Investment Group, L.L.C.,
its General Partner
By: /s/ Kenneth Griffin
____________________________
Kenneth Griffin, President
GLB PARTNERS, L.P. WINGATE CAPITAL LTD.
By: Citadel Investment Group, L.L.C., By: Citadel Limited Partnership,
its General Partner its Trading Manager
By: /s/ Kenneth Griffin
____________________________ By: GLB Partners, L.P.,
Kenneth Griffin, President its General Partner
By: Citadel Investment Group, L.L.C.,
its General Partner
By: /s/ Kenneth Griffin
______________________________
Kenneth Griffin, President
WELLINGTON PARTNERS LIMITED FISHER CAPITAL LTD.
PARTNERSHIP
By: Citadel Limited Partnership, By: Citadel Limited Partnership,
its General Partner its Trading Manager
By: GLB Partners, L.P., By: GLB Partners, L.P.,
its General Partner its General Partner
By: Citadel Investment Group, L.L.C., By: Citadel Investment Group, L.L.C.,
its General Partner its General Partner
By: /s/ Kenneth Griffin By: /s/ Kenneth Griffin
____________________________ ______________________________
Kenneth Griffin, President Kenneth Griffin, President
KENSINGTON GLOBAL STRATEGIES NP PARTNERS
FUND, LTD.
By: Citadel Limited Partnership, By: Citadel Limited Partnership,
its Trading Manager its Managing General Partner
By: GLB Partners, L.P., By: GLB Partners, L.P.,
its General Partner its General Partner
By: Citadel Investment Group, L.L.C., By: Citadel Investment Group, L.L.C.,
its General Partner its General Partner
By: /s/ Kenneth Griffin By: /s/ Kenneth Griffin
____________________________ ______________________________
Kenneth Griffin, President Kenneth Griffin, President
Page 22 of 23 Pages
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Cusip No. 865041107 13G Page 23 of 23 Pages
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OLYMPUS SECURITIES, LTD.
By: Citadel Limited Partnership,
its Trading Manager
By: GLB Partners, L.P.,
its General Partner
By: Citadel Investment Group, L.L.C.,
its General Partner
By: /s/ Kenneth Griffin
---------------------------
Kenneth Griffin, President
Page 23 of 23 Pages
