-----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, KLV2ruTW+rS14i3UlIYLHMvUQk7jb7xKZvEOjbLF5+67CrKFNilSGGYjMDxbwY3N LBRoHaXx4CzgPWQ+5QJy7g== 0000947871-97-000026.txt : 19970225 0000947871-97-000026.hdr.sgml : 19970225 ACCESSION NUMBER: 0000947871-97-000026 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970205 SROS: NASD GROUP MEMBERS: CITIBANK NA GROUP MEMBERS: CITICORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CELL THERAPEUTICS INC CENTRAL INDEX KEY: 0000891293 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 911533912 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-48459 FILM NUMBER: 97518720 BUSINESS ADDRESS: STREET 1: 201 ELLIOTT AVE W STREET 2: STE 400 CITY: SEATTLE STATE: WA ZIP: 98119 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CITICORP CENTRAL INDEX KEY: 0000020405 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 132614988 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 399 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10043 BUSINESS PHONE: 2125591000 MAIL ADDRESS: STREET 1: 425 PARK AVE- 2ND F STREET 2: ATTN: LEGAL AFFAIRS OFFICE CITY: NEW YORK STATE: NY ZIP: 10043 FORMER COMPANY: FORMER CONFORMED NAME: FIRST NATIONAL CITY CORP DATE OF NAME CHANGE: 19740414 FORMER COMPANY: FORMER CONFORMED NAME: CITY BANK OF NEW YORK NATIONAL ASSOCIATI DATE OF NAME CHANGE: 19680903 SC 13G 1 SCHEDULE 13G FOR CELL THERAPEUTICS, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - -------------------------------------------------------------------------------- SCHEDULE 13G Under the Securities Exchange Act of 1934 Cell Therapeutics, Inc. ----------------------- (Name of Issuer) Common Stock, no par value per share ------------------------------------ (Title of Class of Securities) N/A ----- (CUSIP Number) - -------------------------------------------------------------------------------- Check the following box if a fee is being paid with this statement. |_| Exhibit Index is at Page 6 Page 1 of 9 CUSIP No. N/A (1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Citicorp; 13-2614988 (2) Check the Appropriate Box if a Member of a Group [ ] (a) [ ] (b) (3) SEC Use Only (4) Citizenship or Place of Organization Delaware ------------ Number of (5) Sole Voting Power -0- Shares ---- Beneficially (6) Shared Voting Power 2,700,000 Owned by ---------- Each (7) Sole Dispositive Power -0- Reporting ---- Person (8) Shared Dispositive Power 2,700,000 With ---------- ------------ (9) Aggregate Amount Beneficially Owned by Each Reporting Person* 2,700,000 --------- (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (11) Percent of Class Represented by Amount in Row (9) 15.61% -------- (12) Type of Reporting Person BK --- * The reporting person is a pledgee with limited voting and dispositive power pursuant to certain voting trust agreements. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 13 or for any other purpose. Page 2 of 9 CUSIP No. N/A (1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Citibank N.A.; 13-5266470 (2) Check the Appropriate Box if a Member of a Group [ ] (a) [ ] (b) (3) SEC Use Only (4) Citizenship or Place of Organization Delaware ------------ Number of (5) Sole Voting Power -0- Shares ---- Beneficially (6) Shared Voting Power 2,700,000 Owned by ---------- Each (7) Sole Dispositive Power -0- Reporting ---- Person (8) Shared Dispositive Power 2,700,000 With ---------- ------------ (9) Aggregate Amount Beneficially Owned by Each Reporting Person* 2,700,000 --------- (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (11) Percent of Class Represented by Amount in Row (9) 15.61% ------- (12) Type of Reporting Person BK --- * The reporting person is a pledgee with limited voting and dispositive power pursuant to certain voting trust agreements. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 13 or for any other purpose. Page 3 of 9 SCHEDULE 13G Item 1(a) Name of Issuer: Cell Therapeutics, Inc. Item 1(b) Address of Issuer's Principal Executive Offices: 201 Elliott Avenue, Suite 400, Seattle, WA 98199 Item 2(a) Name of Persons Filing: Citicorp; Citibank, N.A. Item 2(b) Address of Principal Business Offices or, if none, Residence: 399 Park Avenue, New York, New York 10043 (Citicorp and Citibank, N.A.) Item 2(c) Citizenship: Delaware (Citicorp); New York (Citibank, N.A.) Item 2(d) Title of Class of Securities: Common Stock, no par value per share Item 2(e) CUSIP Number: N/A Item 3 If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b), check whether the person filing is a: (a) [ ] Broker or Dealer registered under Section 15 of the Act (b) [x] 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 Page 4 of 9 (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 ss. 240.13d-1(b)(1) (ii)(F) (g) [ ] Parent Holding Company, in accordance with ss. 240.13d-1 (b)(ii)(G) (Note: See Item 7) (h) [ ] Group, in accordance with ss. 240.13d-1(b)(1)(ii)(H) Item 4 Ownership If the percent of the class owned, as of December 31 of the year covered by the statement, or as of the last day of any month described in Rule 13d-1(b)(2), if applicable, exceeds five percent, provide the following information as of that date and identify those shares which there is a right to acquire. (a) Amount Beneficially Owned: Citicorp: 2,700,000 Citibank, N.A.: 2,700,000 (b) Percent of Class: Citicorp, N.A.: 15.61% Citibank, N.A.: 15.61% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote -0- ---- (ii) shared power to vote or to direct the vote Citicorp: 2,700,000 Citibank, N.A.: 2,700,000 (iii) sole power to dispose or to direct the disposition of -0- ---- (iv) shared power to dispose or to direct the disposition of Citicorp: 2,700,000 Citibank, N.A.: 2,700,000 Item 5 Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. Page 5 of 9 Item 6 Ownership of More than Five Percent on Behalf of Another Person. Not Applicable. Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Not Applicable. Item 8 Identification and Classification of Members of the Group Not Applicable. Item 9 Notice of Dissolution of Group Not Applicable. Item 10 Certification By signing below I certify that, to the best of my 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 or effect. Index of Materials Filed as Exhibits Exhibit Description ------- ----------- A Joint Filing Agreement Page 6 of 9 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 5, 1997 CITICORP By: /s/ John P. Reilly --------------------------------- Name: John P. Reilly Title: Vice President Page 7 of 9 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 5, 1997 CITIBANK, N.A. By: /s/ William Demick -------------------------------- Name: William Demick Title: Vice President Page 8 of 9 EXHIBIT A JOINT FILING AGREEMENT BETWEEN CITICORP AND CITIBANK, N.A. The undersigned hereby agrees to be responsible for the timely filing of the Schedule 13G pursuant to and in accordance with the provisions of Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as amended with respect to the common stock, no par value per share, of Cell Therapeutics, Inc., dated February 5, 1997 (including any Schedule 13D with respect to such stock), and for the completeness and accuracy of the information concerning itself contained therein. Dated: February 5, 1997 CITICORP By: /s/ John P. Reilly --------------------------------- Name: John P. Reilly Title: Vice President CITIBANK, N.A. By: /s/ William Demick -------------------------------- Name: William Demick Title: Vice President Page 9 of 9 -----END PRIVACY-ENHANCED MESSAGE-----