-----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, KYcyJb/DLUGtctGxPgDG3DunSYmePMkJs79TZhomb4k19a81eFkr6hm83Mb8USwz snEvEGNI7OlUBLbwqgZKoA== 0000950131-97-003565.txt : 19970522 0000950131-97-003565.hdr.sgml : 19970522 ACCESSION NUMBER: 0000950131-97-003565 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970521 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CELGENE CORP /DE/ CENTRAL INDEX KEY: 0000816284 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 222711928 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39368 FILM NUMBER: 97612360 BUSINESS ADDRESS: STREET 1: 7 POWDER HORN DR CITY: WARREN STATE: NJ ZIP: 07059 BUSINESS PHONE: 9082711001 MAIL ADDRESS: STREET 1: 7 POWDER HORN DRIVE STREET 2: P O BOX 4914 CITY: WARREN STATE: NJ ZIP: 07059 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CITADEL LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000931939 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 363754834 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 225 WEST WASHINGTON ST STREET 2: 9TH FL CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3126962100 MAIL ADDRESS: STREET 1: 225 W WASHINGTON ST STREET 2: STE 900 CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: CITADEL INVESTMENT MANAGEMENT LP /ADV DATE OF NAME CHANGE: 19960524 FORMER COMPANY: FORMER CONFORMED NAME: CITADEL INVESTMENT MANAGEMENT LP /ADV DATE OF NAME CHANGE: 19960524 SC 13D/A 1 AMENDMENT NO. 3 TO SCHEDULE 13-D ------------------------------- OMB APPROVAL ------------------------------- OMB Number: 3235-0145 Expires: December 31, 1997 Estimated average burden hours per response.... 14.90 ------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Celgene Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 151020104 --------------------------------------------------------------- (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) May 14, 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 SCHEDULE 13D - ----------------------- CUSIP NO. 151020104 - ----------------------- - ------------------------------------------------------------------------------ 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 As of the date for the filing of this statement, NUMBER OF the reporting person has voting and dispositive power over (i) shares of Series A Preferred Stock SHARES which are convertible into 557,328 shares of Common Stock, (ii) Warrants exercisable into BENEFICIALLY 26,088 shares of Common Stock and (iii) 317,638 shares of Common Stock. OWNED BY ----------------------------------------------------------- SHARED VOTING POWER EACH 8 0 REPORTING ----------------------------------------------------------- PERSON SOLE DISPOSITIVE POWER 9 WITH See item 7 above. ----------------------------------------------------------- SHARED DISPOSITIVE POWER 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 4.9% as of the date for the filing of this statement. (Based on 10,783,373 shares of Common Stock issued and outstanding as of March 1, 1997, plus the Common Stock issuable upon the conversion and exercise 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 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 execution of an agreement between the issuer and certain affiliates of the reporting person limiting the ability of such affiliates to convert convertible securities of the issuer into common stock of the issuer. 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 or exercisable, as the case may be, and other shares of Common Stock owned by Nelson and Olympus. As of the date for the filing of this statement, Nelson and Olympus collectively owned Preferred Stock for which they originally paid $2,900,000 ("Preferred Stated Value"), Warrants exercisable into 26,088 shares of Common Stock and 317,638 shares of Common Stock. Subject to the restriction set out below, as of any date (a "Conversion Date") all or a portion of the Preferred Stock may be converted into the number of shares of Common Stock determined by adding (i) the quotient determined by dividing the Preferred Stated Value of such securities by a conversion price ("Preferred Face CP") equal to the lesser of (A) $18.81 and (B) 85% of the average closing 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 and (ii) the quotient determined by dividing an amount equal to 4.9% interest on the Preferred Stated Value of such securities from the Preferred Closing Date by a conversion price ("Preferred Accretion CP") equal to the average closing 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 30 calendar days immediately preceding the Conversion Date. Effective May 14, 1997, each of Nelson and Olympus entered into an agreement with the Issuer (the "May Agreement") pursuant to which each such party agreed that notwithstanding the conversion rights described above, neither Nelson nor Olympus can convert any Preferred Stock if such conversion would cause the aggregate number of shares of Common Stock beneficially owned by such party and its affiliates to be greater than 4.9% of the outstanding shares of the Common Stock following such conversion. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by a converting party and its affiliates shall include the shares of Common Stock issuable upon conversion of the shares of Preferred Stock with respect to which the determination is being made, but shall exclude the shares of Common Stock which would be issuable upon conversion of the remaining, unconverted portion of the Preferred Stock beneficially owned by such party and its affiliates. Except as set forth in the preceding sentence, for purposes of the agreement, beneficial ownership is calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. As a result, (i) if the Company's Common Stock is trading at a price less than $20.90, the Preferred Face CP will fluctuate depending upon the closing trade price of the Issuer's Common Stock, and (ii) the Preferred Accretion CP will fluctuate depending upon the closing trade price of the Issuer's Common Stock. As a consequence of the fluctuation in the Preferred Face CP and Preferred Accretion CP, 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. However, pursuant to the May Agreement, Citadel and its affiliates are prohibited from effecting any conversion of Preferred Stock which would cause Citadel to beneficially own in excess of 4.9% of the Issuer's outstanding Common Stock. 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 528,385 shares of Common Stock representing 4.9% of the Issuer's Common Stock (based on (i) 10,783,373 shares of Common Stock issued and outstanding as reported by the Issuer as of March 1, 1997 in its most recent Form 10-K and (ii) a Preferred Face CP of $5.4723). (b) Citadel has the sole power to vote and the sole power to dispose of the Convertible Securities, the shares of Common Page 3 of 5 Pages Stock into which the Convertible Securities are convertible or exercisable, as the case may be, and the shares of Common Stock held by Nelson and Olympus, in each case, on behalf of Nelson and Olympus. (c) The following transactions with respect to the Issuer's common stock have been effected during the 60-day period ending May 14, 1997:
Transaction Date Transacting Party Transaction Quantity Price - ---------------- ----------------- ----------- -------- ----- April 7, 1997 Nelson Sell 20,000 $7.37 April 11, 1997 Nelson Sell 16,000 $7.50 April 22, 1997 Nelson Sell 6,300 $5.87 April 23, 1997 Nelson Sell 29,000 $5.69 April 24, 1997 Nelson Sell 18,700 $5.66 April 29, 1997 Nelson Sell 15,000 $5.48 May 1, 1997 Nelson Sell 10,000 $5.54 May 2, 1997 Nelson Sell 14,000 $5.92 May 5, 1997 Nelson Sell 29,600 $6.16
(d) Nelson and Olympus, as the direct beneficial and legal owners of the Convertible Securities and the shares of Common Stock, 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 or exercisable, as the case may be, and the 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, as a result of the provisions of the May Agreement, 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 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: May 19, 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 -----END PRIVACY-ENHANCED MESSAGE-----