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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)*
Aegis Consumer Funding Group, Inc.
________________________________________________________________________________
(Name of Issuer)
Common Stock, par value $.01 per share
________________________________________________________________________________
(Title of Class of Securities)
88360H101
_______________________________________________________________
(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)
February 21, 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
<PAGE>
SCHEDULE 13D
- --------------------
CUSIP NO. 8836H101
- --------------------
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel Limited Partnership
FEIN No.: 36-3754834
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF Reporting person has voting and dispositive power over
SHARES (i) shares of Series C Preferred Stock which are
BENEFICIALLY convertible into 1,424,614 shares of Common Stock, par
OWNED BY EACH value $.01 per share, as of the date for the filing
REPORTING of this statement and (ii) 5,016 shares of Common
PERSON WITH Stock.
-----------------------------------------------------------
8 SHARED VOTING POWER
-0-
-----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
See item 7 above.
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See item 7 above.
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.19% as of the date for the filing of this statement. (Based on
16,036,294 shares of Common Stock issued and outstanding as of
February 6, 1997, plus the shares of Common Stock referred to in item 7
above.)
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
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
<PAGE>
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 and the shares of
Common Stock into which the Convertible Securities are convertible. As
of the date for the filing of this statement, Nelson and Olympus
collectively own Convertible Securities for which they originally paid
$2,120,000 ("Stated Value") and 5,016 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) $6.425 ("Fixed
Conversion Price") and (ii) 85% of the average closing bid 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 ("Floating
Conversion Price").
If the Company's Common Stock is trading at a price less than $7.56,
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 1,429,630 shares of Common Stock representing 8.19% of the Issuer's
Common Stock (based on (i) 16,036,294 shares of Common Stock issued
and outstanding as set forth in the Issuer's most recently filed 10-Q
and (ii) a Conversion Price equal to $1.615).
(b) Citadel has the sole power to vote and the sole power to dispose of
the Convertible Securities and the Common Stock into which the
Convertible Securities are convertible on behalf of each 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 February 21, 1997:
<TABLE>
<CAPTION>
Transaction Date Transacting Party Transaction Quantity Price
- ---------------- ------------------- ----------- -------- -----
<C> <S> <C> <C> <C>
2/21/97 Nelson Sell 22,500 1.65
2/21/97 Olympus Sell 22,500 1.65
2/20/97 Nelson Sell 34,300 1.68
2/20/97 Olympus Sell 34,300 1.68
2/19/97 Nelson Sell 12,000 1.92
2/19/97 Olympus Sell 12,000 1.92
2/18/97 Nelson Sell 6,000 2.03
2/18/97 Olympus Sell 6,000 2.03
2/14/97 Nelson Sell 6,534 2.12
2/14/97 Olympus Sell 6,534 2.12
2/12/97 Nelson Sell 7,500 2.02
2/12/97 Olympus Sell 7,500 2.02
2/11/97 Nelson Sell 17,500 2.10
2/11/97 Olympus Sell 17,500 2.10
2/10/97 Nelson Sell 7,500 2.37
</TABLE>
Page 3 of 5 Pages
<PAGE>
<TABLE>
<CAPTION>
Transaction Date Transacting Party Transaction Quantity Price
- ---------------- ------------------- ----------- -------- -----
<C> <S> <C> <C> <C>
2/10/97 Olympus Sell 7,500 2.37
</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 and the Common Stock into which the
Convertible Securities are convertible. 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
<PAGE>
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: February 28, 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
