SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
United Therapeutics Corporation
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(Name of Issuer)
Common Stock (par value $.01 per share)
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(Title of Class of Securities)
91307C102
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(CUSIP Number)
December 31, 2001
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(Date of Event Which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
The information required in 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).
(1) NAME OF REPORTING PERSON: Shaker Investments, Inc.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS:
34-1690700
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ]
(b) [ ]
(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION:
Ohio
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
(5) SOLE VOTING POWER:
51,470
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(6) SHARED VOTING POWER:
None
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(7) SOLE DISPOSITIVE POWER:
51,470
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(8) SHARED DISPOSITIVE POWER:
None
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
51,470
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Pursuant to Section 240.13d-4 of the Act, the filing of this Schedule
13G shall not be construed as an admission that the reporting person
is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial
owner of any of the securities covered by this Schedule 13G.
(10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ]
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
0.2% (See Note 1)
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(12) TYPE OF REPORTING PERSON:
CO
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*Note 1: This percentage is based on 20,225,220 shares of Common Stock (par
value $.01 per share) outstanding as of November 9, 2001 as reported
in the Form 10-Q of United Therapeutics Corporation for the quarter
ended September 30, 2001.
(end of cover page)
(1) NAME OF REPORTING PERSON: Shaker Management, Inc.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS:
34-1911119
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ]
(b) [ ]
(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION:
Ohio
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
(5) SOLE VOTING POWER:
78,735
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(6) SHARED VOTING POWER:
None
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(7) SOLE DISPOSITIVE POWER:
78,735
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(8) SHARED DISPOSITIVE POWER:
None
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
78,735
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Pursuant to Section 240.13d-4 of the Act, the filing of this Schedule
13G shall not be construed as an admission that the reporting person
is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial
owner of any of the securities covered by this Schedule 13G.
(10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ]
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
0.4% (See Note 1)
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(12) TYPE OF REPORTING PERSON:
CO
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*Note 1: This percentage is based on 20,225,220 of Common Stock (par value
$.01 per share) outstanding as of November 9, 2001 as reported in the
Form 10-Q of United Therapeutics Corporation for the quarter ended
September 30, 2001.
(end of cover page)
(1) NAME OF REPORTING PERSON: Shaker Investments Management, L.P.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS:
34-1844062
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ]
(b) [ ]
(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
(5) SOLE VOTING POWER:
0
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(6) SHARED VOTING POWER:
None
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(7) SOLE DISPOSITIVE POWER:
0
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(8) SHARED DISPOSITIVE POWER:
None
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
0
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Pursuant to Section 240.13d-4 of the Act, the filing of this Schedule
13G shall not be construed as an admission that the reporting person
is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial
owner of any of the securities covered by this Schedule 13G.
(10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ]
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
0.0% (See Note 1)
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(12) TYPE OF REPORTING PERSON:
PN
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*Note 1: This percentage is based on 20,225,220 shares of Common Stock (par
value $.01 per share) outstanding as of November 9, 2001 as reported
in the Form 10-Q of United Therapeutics Corporation for the quarter
ended September 30, 2001.
(end of cover page)
ITEM 1(a) NAME OF ISSUER:
United Therapeutics Corporation
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1110 Spring Street
Silver Spring, Maryland 20910
ITEM 2(a) NAME OF PERSONS FILING:
Shaker Investments, Inc.
Shaker Management, Inc.
Shaker Investments Management, L.P.
ITEM 2(b) ADDRESS OF PRINCIPAL OFFICE OR, IF NONE, RESIDENCE:
One Chagrin Highlands
2000 Auburn Drive, Suite 300
Cleveland, Ohio 44122
ITEM 2(c) CITIZENSHIP:
See Item 4 of cover pages.
ITEM 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock (par value $.01 per share)
ITEM 2(e) CUSIP NUMBER:
91307C102
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS
240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER
THE PERSON FILING IS A:
(a) [ ] BROKER OR DEALER REGISTERED UNDER SECTION 15 OF THE
ACT;
(b) [ ] BANK AS DEFINED IN SECTION 3(a)(6) OF THE ACT;
INSURANCE COMPANY AS DEFINED IN SECTION 3(a)(19) OF
THE ACT;
(c) [ ] INSURANCE COMPANY REGISTERED UNDER SECTION 8 OF THE
INVESTMENT COMPANY ACT OF 1940;
(d) [ ] INVESTMENT COMPANY REGISTERED UNDER SECTION 8 OF THE
INVESTMENT COMPANY ACT OF 1940;
(e) [ ] AN INVESTMENT ADVISER IN ACCORDANCE WITH SECTION
240.13d-1(b)(1)(ii)(E);
(f) [ ] AN EMPLOYEE BENEFIT PLAN OR ENDOWMENT FUND IN
ACCORDANCE WITH SECTION 240.13d-1(b)(1)(ii)(F);
(g) [ ] A PARENT HOLDING COMPANY OR CONTROL PERSON IN
ACCORDANCE WITH SECTION 240.13d-1(b)(1)(ii)(G);
(h) [ ] A SAVINGS ASSOCIATION AS DEFINED IN SECTION 3(b) OF
THE FEDERAL DEPOSIT INSURANCE ACT;
(i) [ ] A CHURCH PLAN THAT IS EXCLUDED FROM THE DEFINITION OF
AN INVESTMENT COMPANY UNDER SECTION 3(c)(14) OF THE
INVESTMENT COMPANY ACT OF 1940;
(j) [X] GROUP, IN ACCORDANCE WITH SECTION
240.13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP.
(a) AMOUNT BENEFICIALLY OWNED: See Item 9 of
cover pages.
(b) PERCENT OF CLASS: See Item 11 of cover
pages.
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON
HAS:
(i) SOLE POWER TO VOTE OR TO DIRECT THE
VOTE:
See Item 5 of cover page as to each
reporting person. As a group, the
reporting persons have sole voting
power over 130,205 shares or 0.6% of
the outstanding shares. (See Note 1
of cover pages.)
(ii) SHARED POWER TO VOTE OR TO DIRECT
THE VOTE:
None.
(iii) SOLE POWER TO DISPOSE OR TO DIRECT
THE DISPOSITION OF:
See Item 7 of cover page as to each
reporting person. As a group, the
reporting persons have sole
dispositive power over 130,205
shares or 0.6% of the outstanding
shares. (See Note 1 of cover pages.)
(iv) SHARED POWER TO DISPOSE OR TO DIRECT
THE DISPOSITION OF:
None.
ITEM 5. OWNERSHIP OF 5 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 5
percent of the class of securities, check the
following: [X]
ITEM 6. OWNERSHIP OF MORE THAN 5 PERCENT ON BEHALF OF ANOTHER
PERSON.
Each reporting person exercises discretionary
authority as an investment adviser on behalf of
various clients none of which to the best of the
knowledge of each reporting person holds more than
five percent of the class of securities.
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.
Each reporting person is a member of the group that
is filing this Schedule 13G pursuant to Section
240.13d-1(b)(1)(ii)(J). Each member of the group is
an investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E). The members of the group are
described in Exhibit 99.1 to this Schedule 13G.
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 and are held in the ordinary
course of business and were not acquired and are not
held for the purpose of or with the effect of
changing or influencing the control of the issuer of
the securities and were not acquired and are not held
in connection with or as a participant in any
transaction having that purpose of effect.
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 1 , 2002
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SHAKER INVESTMENTS, INC.
/s/ Edward P. Hemmelgarn
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Signature
Name: Edward P. Hemmelgarn
Title: President
SHAKER MANAGEMENT, INC.
/s/ Edward P. Hemmelgarn
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Signature
Name: Edward P. Hemmelgarn
Title: President
SHAKER INVESTMENTS MANAGEMENT, L.P.
By: Shaker Investments Management, L.L.C., its
general partner
By: /s/ Edward P. Hemmelgarn
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Signature
Name: Edward P. Hemmelgarn
Title: Managing Member
EXHIBIT INDEX
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Number Description of Document
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Exhibit 99.1 Members of the Group (filed with original Schedule 13G filed
on February 8, 2001).
Exhibit 99.2 Joint Filing Agreement among Shaker Investments, Inc.,
Shaker Management, Inc. and Shaker Investments Management,
L. P. dated February 6, 2001 (filed with original Schedule
13G filed on February 8, 2001).