-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QqZv+FNRpu+0cTpGX0lxQWGhV5naI1d1Ny8aCTZh4lSPHoL7pmWh/se+VMd9+b/m 1+/ocK+boJ8wwmYP7uGQZA== 0000931217-97-000008.txt : 19970225 0000931217-97-000008.hdr.sgml : 19970225 ACCESSION NUMBER: 0000931217-97-000008 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970206 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENSIA INC CENTRAL INDEX KEY: 0000807873 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 330176647 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-43145 FILM NUMBER: 97519336 BUSINESS ADDRESS: STREET 1: 9360 TOWNE CENTRE DR CITY: SAN DIEGO STATE: CA ZIP: 92121-3030 BUSINESS PHONE: 6195468300 MAIL ADDRESS: STREET 1: 9360 TOWNE CENTRE DR CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: GENSIA PHARMACEUTICAL INC DATE OF NAME CHANGE: 19930701 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GRACE BROTHERS LTD CENTRAL INDEX KEY: 0000931217 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 363417056 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1560 SHERMAN AVE SUITE 900 CITY: EVANSTON STATE: IL ZIP: 60201 BUSINESS PHONE: 8477331230 MAIL ADDRESS: STREET 1: 1560 SHERMAN AVE SUITE 900 CITY: EVANSTON STATE: IL ZIP: 60201 SC 13G 1 SCHEDULE 13G 1 OMD APPROVAL OMD Number: 3235-0145 Expires: October 31, 1997 Estimated average burden hours per response...14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 Gensia Inc. - ----------------------------------------- (Name of Issuer) Common Stock - ----------------------------------------- (Title of Class Securities) 372450106 - ----------------------------------------- (CUSIP Number) 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 5 Pages 2 CUSIP NO. 372450106 13G PAGE 2 OF 5 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GRACE BROTHERS, LTD. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ / (b)/ / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION ILLINOIS LIMITED PARTNERSHIP 5 SOLE VOTING POWER NUMBER OF 2,559,978 SHARES (INCLUDING 1,059,978 COMMON SHARES ISSUABLE UPON CONVERSION OF GENSIA PREFERRED BENEFICIALLY STOCK) OWNED BY 6 SHARED VOTING POWER EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 2,559,978 SHARES (INCLUDING 1,059,978 COMMON WITH ISSUABLE UPON CONVERSION OF GENSIA PREFERRED STOCK) 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,559,978 SHARES (INCLUDING 1,059,978 COMMON ISSUABLE UPON CONVERSION OF GENSIA PREFERRED STOCK) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*/ / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.7% 12 TYPE OF REPORTING PERSON* BD, PN *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 of 5 Pages Page 3 of 5 Pages Item 1. (a) Name of Issuer Gensia Inc. (b) Address of Issuer's Principal Executive Offices 9360 Towne Centre Drive San Diego, CA 92121 Item 2. (a) Name of Person Filing Grace Brothers Ltd (b) Address of Principal Business Office or, if none, Residence 1560 Sherman Avenue, Suite 900 Evanston, IL 60201 (c) Citizenship Illinois Limited Partnership (d) Title of Class of Securities Common Stock (e) Cusip Number 372450106 Page 4 of 5 Pages Item 3. If this statement is filed pursuant to Rules 13d-1 (b), or 13d-2 (b), check whether the person filing is a: (a) (X) Broker or Dealer registered under Section 15 of the Act (b) ( ) Bank as defined in section 3(a)(6) of the Act (c) ( ) Insurance Company as defined in section 3(a)(19) of the act (d) ( ) Investment Company registered under section 8 of the Investment Company Act (e) ( ) Investment Adviser registered under section 203 of the Investment Advisers Act of 1940 (f) ( ) Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see 240.13d-1(b)(1)(ii)(F) (g) ( ) Parent Holding Company, in accordance with 240.13d- 1(b)(ii)(G) (Note: See Item 7) (h) ( ) Group, in accordance with 240.13d-(b)(1)(ii)(H) Item 4. Ownership (a) Amount Beneficially Owned 2,559,978 (including 1,059,978 common issuable upon conversion of Gensia preferred stock) (b) Percent of Class 6.7% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 2,559,978 (including 1,059,978 common issuable upon conversion of Gensia preferred stock) (ii) shared power to vote or to direct the vote (iii) sole power to dispose or to direct the vote 2,559,978 (including 1,059,978 common issuable upon conversion of Gensia preferred stock) (iv) shared power to dispose or to direct the disposition of Item 5. Ownership of Five Percent or Less of a Class Not Applicable Page 5 of 5 Pages Item 6. Ownership of More than Five Percent of Behalf of Another Person. No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Reporting person is not a parent holding company. Item 8. Identification and Classification of Member of the Group Reporting person is not a member of a group. Item 9. Notice of Dissolution of Group Reporting person is not filing notice of dissolution of a group. Item 10. Certification By signing below Grace Brothers certifies that, to the best of its knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes of effect. SIGNATURE Grace Brothers, Ltd., after reasonable inquiry and to the best of its knowledge and belief certifies that the information set forth in this statement is true, complete and correct. Dated: Grace Brothers, Ltd. By:____________________ Bradford T. Whitmore General Partner Grace Brothers, Ltd. -----END PRIVACY-ENHANCED MESSAGE-----