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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. ____)*
Baltic International USA, Inc.
________________________________________________________________________________
(Name of Issuer)
Common Stock
________________________________________________________________________________
(Title of Class of Securities)
58825100
_______________________________________________________________
(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)
September 27, 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 [X]. (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 4 Pages
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SCHEDULE 13D
- -----------------------
CUSIP NO. 58825100
- -----------------------
- ------------------------------------------------------------------------------
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 shares of Series B Convertible Redeemable
NUMBER OF Preferred Stock, which are convertible into
572,678 shares of common stock.
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
-0-
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING See item 7 above.
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
7.72% (Based on 6,850,115 shares of common stock issued and
outstanding as of August 16, 1996, plus the common stock issuable
upon the conversion 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 4 Pages
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ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to 572,678 shares of common stock (the
"Securities") of Baltic International USA, Inc. (the "Issuer") that are issuable
upon conversion of Series B Convertible Redeemable Preferred Stock. The
principal executive offices of the Issuer are located at 601 Jefferson Street,
Suite 3742, Houston, Texas 77002.
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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Citadel is the managing general partner of Nelson Partners, a Bermuda
exempted general partnership ("Nelson"). The funds used for purchases reported
herein are from the accounts of Nelson. Citadel has no beneficial ownership
interest in any of the funds or other property of Nelson, except for Citadel's
interest as general partner of Nelson.
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 the
subject Securities on behalf of Nelson.
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,
Citadel may be deemed to be the indirect beneficial owner of the
Securities, which represent a 7.72% interest in the common stock of
the Issuer.
(b) Citadel has the sole power to vote and the sole power to dispose
of the Securities on behalf of Nelson.
(c) This filing is being made as a consequence of Citadel's
deregistration as of September 27, 1996 as a registered investment
advisor. Citadel, which changed its name from Citadel Investment
Management, L.P. in connection with the deregistration, may have
previously filed a Schedule 13G with respect to its investment in the
Issuer under such former name. No transactions with respect to the
Issuer's common stock have been effected during the 60-day period
ending September 26, 1996.
(d) Citadel acquired the Securities as agent for Nelson. Nelson, as
the direct beneficial and legal owners of the Securities, has the
right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of the Securities. However, Citadel, as
managing general partner of Nelson, ultimately has the right to direct
such activities.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE COMPANY.
Nelson owns the Securities and has the right to receive any dividends
from and the proceeds from the sale of the Securities. As described in
Item 3 above, Citadel is the managing general partner of Nelson. As a
result, Citadel has the power to vote and dispose of the securities
held by Nelson.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
No exhibits are required to be filed as part of this Schedule 13D.
Page 3 of 4 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: October 4, 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 4 of 4 Pages
