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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. ____)*
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 10, 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>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 88360H101 PAGE 2 OF 5 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
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
5 TO ITEMS 2(d) or 2(E) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 U.S.
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7 Reporting person has voting and dispositive
NUMBER OF power over (i) shares of Series C Preferred
Stock which are convertible into 1,340,703
shares of Common Stock, par value $.01 per
share, as of the date for the filing of this
statement and (ii) 6,794 shares of Common
Stock.
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8 -0-
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9 See item 7 above.
REPORTING
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 7.78% as of the date for the filing of this statement. (Based on
15,981,644 shares of Common Stock issued and outstanding as of
November 6, 1996, plus the shares of Common Stock 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>
This Schedule 13D is being filed in connection with sales of the issuer's
common stock by affiliates of the reporting person. The reporting person also
desires to disclose in this statement the formula pursuant to which its deemed
beneficial ownership of the issuer's common stock may be determined as of any
date based on fluctuations in the market price of the issuer's common stock.
Item 1. Security and Issuer
This Schedule 13D relates to shares of common stock, $.01 par value per
share ("Common Stock"), of Aegis Consumer Funding Group, Inc. ("Issuer") that
are issuable to Nelson Partners, a Bermuda exempted general partnership
("Nelson"), and Olympus Securities, Ltd., a Bermuda corporation ("Olympus"),
upon conversion of Series C Preferred Stock ("Convertible Securities"), held by
Nelson and Olympus. The principal executive offices of the Issuer are located at
525 Washington Boulevard, Jersey City, New Jersey 07310.
Item 2. Identity and Background
This Schedule 13D is being filed by Citadel Limited Partnership, an
Illinois partnership ("Citadel"). Citadel's principal business office is located
at 225 West Washington Street, 9th Floor, Chicago, Illinois 60606.
During the last five years, Citadel has neither been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) nor
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction pursuant to which Citadel either become subject to a decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or was found in
violation of federal or state securities laws.
Item 3. Source and Amount of Funds or Other Consideration
Citadel is the managing general partner of Nelson and the trading manager
for Olympus. The funds used for purchases reported herein are from the accounts
of Nelson and Olympus. Citadel has no beneficial ownership interest in any of
the funds or other property of Nelson or Olympus, except for Citadel's interest
as managing general partner of Nelson.
Nelson and Olympus acquired an aggregate of $2,500,000 of Convertible
Securities pursuant to Subscription Agreements between each of Nelson and
Olympus and the Issuer dated as of January 29, 1996 ("Closing Date").
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 Convertible
Securities or Common Stock on behalf of Nelson or Olympus.
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 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
$2,460,000 ("Stated Value") and 6,795 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").
Page 3 of 5 Pages
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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 1,347,497 shares of Common Stock representing 7.78% of the Issuer's
Common Stock (based on (i) 15,981,644 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 $1.9869).
(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 10, 1997:
<TABLE>
<CAPTION>
Transaction Date Transacting Party Transaction Quantity Price
- ---------------- ----------------- ----------- -------- -----
<S> <C> <C> <C> <C>
2/10/97 Nelson Sell 7,500 2.37
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.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE COMPANY.
Nelson and Olympus have the right to receive any dividends from and the
proceeds from the sale of the Convertible Securities held by them. As described
in Item 3 above, Citadel is the managing general partner of Nelson and the
trading manager for Olympus. As a result, Citadel has the power to vote and
dispose of the Convertible Securities and the Common Stock into which the
Convertible Securities are convertible held by Nelson and Olympus.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
No exhibits are required to be filed as part of this Schedule 13D.
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: February 18, 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
