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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)*
Omni Multimedia Group, Inc.
________________________________________________________________________________
(Name of Issuer)
Common Stock, par value $.01 per share
________________________________________________________________________________
(Title of Class of Securities)
68211K107
_______________________________________________________________
(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)
November 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 [ ]. (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. 68211K107
- -----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citabel 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
NUMBER OF over (i) shares of Series A Preferred Stock, par
value $.01 per share which are convertible into
131,987 shares of Common Stock, par value $.01 per
share, as of the date for the filing of this
statement and (ii) 9,345 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 2.34% as of the date for the filing of this statement. (Based on
5,889,498 shares of Common Stock issued and outstanding as of November
15, 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 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
redemption of preferred stock of the issuer held 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 and shares
of Common Stock held by Nelson and Olympus. As of the date for the
filing of this statement, Nelson and Olympus collectively owned
Convertible Securities for which they originally paid $260,000
("Stated Value") and 9,345 shares of Common Stock.
As of any date ("Conversion Date") all or a portion of the Convertible
Securities may be converted into the number of shares of Common Stock
determined by dividing the Stated Value of such securities (plus an
amount equal to 8% interest on the Stated Value of such securities
from the Closing Date) by a conversion price ("Conversion Price").
The Conversion Price is equal to the lesser of (i) $9.65 and (ii) 85%
of the average closing bid price (as reported on the American Stock
Exchange 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.
If the Company's Common Stock is trading at a price less than $11.35,
the Conversion Price will fluctuate depending upon the closing bid
price of the Issuer's Common Stock. As a consequence, 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 141,332 shares of Common Stock representing 2.34% of the Issuer's
Common Stock (based on (i) 5,889,498 shares of Common Stock issued and
outstanding as reported by the Issuer on form 10QSB as of November
18, 1996 and (ii) a Conversion Price equal to $2.0506).
(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 and shares of Common Stock on
behalf of Nelson and Olympus.
(a) The following transactions with respect to the Issuer's common stock
have been effected during the 61-day period ending November 27, 1996:
Transaction Date Transacting Party Transaction Quantity Price
- ------------------- ----------------- ----------- -------- -----
November 27, 1996 Nelson Redeem 68,272 $2.54
November 27, 1996 Olympus Redeem 63,396 $2.54
October 24, 1996 Nelson Sell 6,000 $2.13
October 24, 1996 Olympus Sell 6,000 $2.13
October 23, 1996 Nelson Sell 2,200 $2.06
October 23, 1996 Olympus Sell 2,200 $2.06
October 23, 1996 Nelson Sell 11,500 $2.07
October 23, 1996 Olympus Sell 11,500 $2.07
October 22, 1996 Nelson Sell 6,200 $2.15
October 22, 1996 Olympus Sell 6,200 $2.15
October 21, 1996 Nelson Sell 2,800 $2.37
October 21, 1996 Olympus Sell 2,800 $2.37
October 21, 1996 Nelson Sell 7,950 $2.28
October 21, 1996 Olympus Sell 7,950 $2.28
PAGE 3 OF 5 PAGES
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
October 18, 1996 Nelson Sell 7,700 $2.33
October 18, 1996 Olympus Sell 7,700 $2.33
October 15, 1996 Nelson Sell 12,700 $2.46
October 15, 1996 Olympus Sell 12,700 $2.46
October 14, 1996 Nelson Sell 4,000 $2.56
October 14, 1996 Olympus Sell 4,000 $2.56
October 11, 1996 Nelson Sell 7,500 $2.27
October 11, 1996 Olympus Sell 7,500 $2.27
October 10, 1996 Nelson Sell 14,800 $2.27
October 10, 1996 Olympus Sell 14,800 $2.27
October 8, 1996 Nelson Sell 15,750 $2.25
October 8, 1996 Olympus Sell 15,750 $2.25
October 7, 1996 Nelson Sell 13,500 $2.28
October 7, 1996 Olympus Sell 13,500 $2.28
</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, the Common Stock into which the
Convertible Securities are convertible and the shares of 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, 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: December 6, 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,
-----------------------
Kenneth C. Griffin,
its manager
Page 5 of 5 Pages
