-----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, RJqTJAxoyqE/oPJxLXOInUDE9+TqGgxc7poQ6/h6Q6/fVHSMoAWc7TbrOBKobH1b n6JTQhn6arq56ZAJDAa8ag== 0001104659-03-012677.txt : 20030619 0001104659-03-012677.hdr.sgml : 20030619 20030619163130 ACCESSION NUMBER: 0001104659-03-012677 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030619 GROUP MEMBERS: ARAGON INVESTMENTS, LTD. GROUP MEMBERS: CITADEL EQUITY FUND LTD. GROUP MEMBERS: CITADEL INVESTMENT GROUP, L.L.C. GROUP MEMBERS: CITADEL JACKSON INVESTMENT FUND LTD. GROUP MEMBERS: CITADEL KENSINGTON GLOBAL STRATEGIES FUND LTD. GROUP MEMBERS: CITADEL WELLINGTON PARTNERS L.P. GROUP MEMBERS: GLB PARTNERS, L.P. GROUP MEMBERS: KENNETH GRIFFIN FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CITADEL L P CENTRAL INDEX KEY: 0001027745 IRS NUMBER: 364111741 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 225 WEST WASHINGTON 9TH FLOOR STREET 2: 312-696-2121 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3126962100 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MAGMA DESIGN AUTOMATION INC CENTRAL INDEX KEY: 0001065034 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770454924 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-77999 FILM NUMBER: 03750451 BUSINESS ADDRESS: STREET 1: 2 RESULTS WAY CITY: CUPERTINO STATE: CA ZIP: 95014 BUSINESS PHONE: 4088642000 MAIL ADDRESS: STREET 1: 2 RESULTS WAY CITY: CUPERTINO STATE: CA ZIP: 95014 SC 13G 1 j2172_sc13g.htm SC 13G

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13G
(Rule 13d-102)

 

 

Information Statement Pursuant to Rules 13d-1 and 13d-2

Under the Securities Exchange Act of 1934
(Amendment No.  )*

 

Magma Design Automation, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

559181102

(CUSIP Number)

 

June 12, 2003

Date of Event Which Requires Filing of the Statement

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[     ]

Rule 13d-1(b)

[ X ]

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 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 17



 

CUSIP No.  559181102

Page 2 of 17 Pages

 

 

1.

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel Limited Partnership

 

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a)

ý

 

 

(b)

o

 

 

3.

SEC USE ONLY

 

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois limited partnership
U.S.A.

 

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5.

SOLE VOTING POWER
0

 

6.

SHARED VOTING POWER
49,700 shares of Common Stock

$38,000,000 in principal amount of the Company’s Zero Coupon Convertible Subordinated Notes due May 15, 2008 (convertible into 1,662,291 shares of Common Stock)(1)

 

7.

SOLE DISPOSITIVE POWER
0

 

8.

SHARED DISPOSITIVE POWER
See Row 6 above.

 

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.

 

 

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o

 

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 5.2% as of the date of this filing (based on 31,172,888 shares of Common Stock issued and outstanding as of March 31, 2003, plus the shares of Common Stock issuable upon the conversion of the Zero Coupon Convertible Subordinated Notes referred to in Row 6 above).

 

 

12.

TYPE OF REPORTING PERSON*
PN; HC

 


(1) See footnote 1 in Item 4.

 

Page 2 of 17



 

CUSIP No.  559181102

Page 3 of 17 Pages

 

 

1.

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GLB Partners, L.P.

 

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a)

ý

 

 

(b)

o

 

 

3.

SEC USE ONLY

 

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited partnership
U.S.A.

 

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5.

SOLE VOTING POWER
0

 

6.

SHARED VOTING POWER
49,700 shares of Common Stock

$38,000,000 in principal amount of the Company’s Zero Coupon Convertible Subordinated Notes due May 15, 2008 (convertible into 1,662,291 shares of Common Stock)(1)

 

7.

SOLE DISPOSITIVE POWER
0

 

8.

SHARED DISPOSITIVE POWER
See Row 6 above.

 

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.

 

 

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o

 

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 5.2% as of the date of this filing (based on 31,172,888 shares of Common Stock issued and outstanding as of March 31, 2003, plus the shares of Common Stock issuable upon the conversion of the Zero Coupon Convertible Subordinated Notes referred to in Row 6 above).

 

 

12.

TYPE OF REPORTING PERSON*
PN; HC

 


(1) See footnote 1 in Item 4.

 

Page 3 of 17



 

CUSIP No.  559181102

Page 4 of 17 Pages

 

 

1.

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel Investment Group, L.L.C.

 

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a)

ý

 

 

(b)

o

 

 

3.

SEC USE ONLY

 

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited liability company
U.S.A.

 

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5.

SOLE VOTING POWER
0

 

6.

SHARED VOTING POWER
49,700 shares of Common Stock

$38,000,000 in principal amount of the Company’s Zero Coupon Convertible Subordinated Notes due May 15, 2008 (convertible into 1,662,291 shares of Common Stock)(1)

 

7.

SOLE DISPOSITIVE POWER
0

 

8.

SHARED DISPOSITIVE POWER
See Row 6 above.

 

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.

 

 

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o

 

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 5.2% as of the date of this filing (based on 31,172,888 shares of Common Stock issued and outstanding as of March 31, 2003, plus the shares of Common Stock issuable upon the conversion of the Zero Coupon Convertible Subordinated Notes referred to in Row 6 above).

 

 

12.

TYPE OF REPORTING PERSON*
OO; HC

 


(1) See footnote 1 in Item 4.

 

Page 4 of 17



 

CUSIP No.  559181102

Page 5 of 17 Pages

 

 

1.

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kenneth Griffin

 

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a)

ý

 

 

(b)

o

 

 

3.

SEC USE ONLY

 

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
U.S.A.

 

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5.

SOLE VOTING POWER
0

 

6.

SHARED VOTING POWER
49,700 shares of Common Stock

$38,000,000 in principal amount of the Company’s Zero Coupon Convertible Subordinated Notes due May 15, 2008 (convertible into 1,662,291 shares of Common Stock)(1)

 

7.

SOLE DISPOSITIVE POWER
0

 

8.

SHARED DISPOSITIVE POWER
See Row 6 above.

 

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.

 

 

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o

 

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 5.2% as of the date of this filing (based on 31,172,888 shares of Common Stock issued and outstanding as of March 31, 2003, plus the shares of Common Stock issuable upon the conversion of the Zero Coupon Convertible Subordinated Notes referred to in Row 6 above).

 

 

12.

TYPE OF REPORTING PERSON*
IN; HC

 


(1) See footnote 1 in Item 4.

 

Page 5 of 17



 

CUSIP No.  559181102

Page 6 of 17 Pages

 

 

1.

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel Wellington Partners L.P.

 

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a)

ý

 

 

(b)

o

 

 

3.

SEC USE ONLY

 

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois limited partnership

 

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5.

SOLE VOTING POWER
0

 

6.

SHARED VOTING POWER
49,700 shares of Common Stock

$38,000,000 in principal amount of the Company’s Zero Coupon Convertible Subordinated Notes due May 15, 2008 (convertible into 1,662,291 shares of Common Stock)(1)

 

7.

SOLE DISPOSITIVE POWER
0

 

8.

SHARED DISPOSITIVE POWER
See Row 6 above.

 

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.

 

 

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o

 

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 5.2% as of the date of this filing (based on 31,172,888 shares of Common Stock issued and outstanding as of March 31, 2003, plus the shares of Common Stock issuable upon the conversion of the Zero Coupon Convertible Subordinated Notes referred to in Row 6 above).

 

 

12.

TYPE OF REPORTING PERSON*
PN; HC

 


(1) See footnote 1 in Item 4.

 

Page 6 of 17



 

CUSIP No.  559181102

Page 7 of 17 Pages

 

 

1.

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel Kensington Global Strategies Fund Ltd.

 

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a)

ý

 

 

(b)

o

 

 

3.

SEC USE ONLY

 

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda company

 

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5.

SOLE VOTING POWER
0

 

6.

SHARED VOTING POWER
49,700 shares of Common Stock

$38,000,000 in principal amount of the Company’s Zero Coupon Convertible Subordinated Notes due May 15, 2008 (convertible into 1,662,291 shares of Common Stock)(1)

 

7.

SOLE DISPOSITIVE POWER
0

 

8.

SHARED DISPOSITIVE POWER
See Row 6 above.

 

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.

 

 

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o

 

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 5.2% as of the date of this filing (based on 31,172,888 shares of Common Stock issued and outstanding as of March 31, 2003, plus the shares of Common Stock issuable upon the conversion of the Zero Coupon Convertible Subordinated Notes referred to in Row 6 above).

 

 

12.

TYPE OF REPORTING PERSON*
CO; HC

 


(1) See footnote 1 in Item 4.

 

Page 7 of 17



 

CUSIP No.  559181102

Page 8 of 17 Pages

 

 

1.

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel Equity Fund Ltd.

 

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a)

ý

 

 

(b)

o

 

 

3.

SEC USE ONLY

 

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands company

 

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5.

SOLE VOTING POWER
0

 

6.

SHARED VOTING POWER
49,700 shares of Common Stock

$38,000,000 in principal amount of the Company’s Zero Coupon Convertible Subordinated Notes due May 15, 2008 (convertible into 1,662,291 shares of Common Stock)(1)

 

7.

SOLE DISPOSITIVE POWER
0

 

8.

SHARED DISPOSITIVE POWER
See Row 6 above.

 

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.

 

 

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o

 

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 5.2% as of the date of this filing (based on 31,172,888 shares of Common Stock issued and outstanding as of March 31, 2003, plus the shares of Common Stock issuable upon the conversion of the Zero Coupon Convertible Subordinated Notes referred to in Row 6 above).

 

 

12.

TYPE OF REPORTING PERSON*
CO; HC

 


(1) See footnote 1 in Item 4.

 

Page 8 of 17



 

CUSIP No.  559181102

Page 9 of 17 Pages

 

 

1.

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel Jackson Investment Fund Ltd.

 

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a)

ý

 

 

(b)

o

 

 

3.

SEC USE ONLY

 

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands company

 

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5.

SOLE VOTING POWER
0

 

6.

SHARED VOTING POWER
49,700 shares of Common Stock

$38,000,000 in principal amount of the Company’s Zero Coupon Convertible Subordinated Notes due May 15, 2008 (convertible into 1,662,291 shares of Common Stock)(1)

 

7.

SOLE DISPOSITIVE POWER
0

 

8.

SHARED DISPOSITIVE POWER
See Row 6 above.

 

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.

 

 

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o

 

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 5.2% as of the date of this filing (based on 31,172,888 shares of Common Stock issued and outstanding as of March 31, 2003, plus the shares of Common Stock issuable upon the conversion of the Zero Coupon Convertible Subordinated Notes referred to in Row 6 above).

 

 

12.

TYPE OF REPORTING PERSON*
CO

 


(1) See footnote 1 in Item 4.

 

Page 9 of 17



 

CUSIP No.  559181102

Page 10 of 17 Pages

 

 

1.

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Aragon Investments, Ltd.

 

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a)

ý

 

 

(b)

o

 

 

3.

SEC USE ONLY

 

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda company

 

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5.

SOLE VOTING POWER
0

 

6.

SHARED VOTING POWER
49,700 shares of Common Stock

$38,000,000 in principal amount of the Company’s Zero Coupon Convertible Subordinated Notes due May 15, 2008 (convertible into 1,662,291 shares of Common Stock)(1)

 

7.

SOLE DISPOSITIVE POWER
0

 

8.

SHARED DISPOSITIVE POWER
See Row 6 above.

 

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.

 

 

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o

 

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 5.2% as of the date of this filing (based on 31,172,888 shares of Common Stock issued and outstanding as of March 31, 2003, plus the shares of Common Stock issuable upon the conversion of the Zero Coupon Convertible Subordinated Notes referred to in Row 6 above).

 

 

12.

TYPE OF REPORTING PERSON*
CO

 


(1) See footnote 1 in Item 4.

 

Page 10 of 17



 

CUSIP No.  559181102

Page 11 of 17 Pages

 

Item

1(a)

Name of Issuer:

MAGMA DESIGN AUTOMATION, INC.

 

1(b)

Address of Issuer's Principal Executive Offices:

 

 

 

2 Results Way
Cupertino, California 95014

 

 

 

 

Item

2(a)

Name of Person Filing

Item

2(b)

Address of Principal Business Office

Item

2(c)

Citizenship

 

 

 

Citadel Limited Partnership
131 S. Dearborn Street
Chicago, Illinois 60603
Illinois limited partnership

 

 

 

 

 

 

 

GLB Partners, L.P.
131 S. Dearborn Street
Chicago, Illinois 60603
Delaware limited partnership

 

 

 

 

 

 

 

Citadel Investment Group, L.L.C.
131 S. Dearborn Street
Chicago, Illinois 60603
Delaware limited liability company

 

 

 

 

 

 

 

Kenneth Griffin
131 S. Dearborn Street
Chicago, Illinois 60603
U.S. Citizen

 

 

 

 

 

 

 

Citadel Wellington Partners L.P.
c/o Citadel Investment Group, L.L.C.
131 S. Dearborn Street
Chicago, Illinois 60603
Illinois limited partnership

 

Page 11 of 17



 

SIP No.  559181102

Page 12 of 17 Pages

 

 

 

 

 

 

 

Citadel Kensington Global Strategies Fund Ltd.
c/o Citadel Investment Group, L.L.C.
131 S. Dearborn Street
Chicago, Illinois 60603
Bermuda company

 

 

 

 

 

 

 

Citadel Equity Fund Ltd.
c/o Citadel Investment Group, L.L.C.
131 S. Dearborn Street
Chicago, Illinois 60603
Cayman Islands company

 

 

 

 

 

 

 

Citadel Jackson Investment Fund Ltd.
c/o Citadel Investment Group, L.L.C.
131 S. Dearborn Street
Chicago, Illinois 60603
Cayman Islands company

 

 

 

 

 

 

 

Aragon Investments, Ltd.
c/o Citadel Investment Group, L.L.C.
131 S. Dearborn Street
Chicago, Illinois 60603
Bermuda company

 

 

 

 

 

2(d)

Title of Class of Securities:

 

 

 

Common Stock, par value $0.0001 per share

 

 

 

 

 

2(e)

CUSIP Number:

559181102

 

 

 

 

Item

3

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

 

(a)

[  ]

Broker or dealer registered under Section 15 of the Exchange Act;

 

 

(b)

[  ]

Bank as defined in Section 3(a)(6) of the Exchange Act;

 

 

(c)

[  ]

Insurance company as defined in Section 3(a)(19) of the Exchange Act;

 

Page 12 of 17



 

CUSIP No.  559181102

Page 13 of 17 Pages

 

 

 

 

 

 

 

(d)

[  ]

Investment company registered under Section 8 of the Investment Company Act;

 

 

(e)

[  ]

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 

 

(f)

[  ]

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

 

(g)

[  ]

A parent holding company or control person in accordance with Rule 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;

 

 

(j)

[  ]

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 

 

 

 

 

 

If this statement is filed pursuant to Rule 13d-1(c), check this box.   ý

 

 

 

 

 

Item

4

Ownership

 

 

 

 

 

CITADEL LIMITED PARTNERSHIP
GLB PARTNERS, L.P.
CITADEL INVESTMENT GROUP, L.L.C.
KENNETH GRIFFIN
CITADEL WELLINGTON PARTNERS L.P.
CITADEL KENSINGTON GLOBAL STRATEGIES FUND LTD.
CITADEL EQUITY FUND LTD.
CITADEL JACKSON INVESTMENT FUND LTD.
ARAGON INVESTMENTS, LTD.

 

 

 

 

 

 

(a)

Amount beneficially owned:

49,700 shares of Common Stock

$38,000,000 in principal amount of the Company’s Zero Coupon Convertible Subordinated Notes due May 15, 2008 (convertible into 1,662,291 shares of Common Stock) (1)

 

 

 

 

 

 

(b)

Percent of class:

Approximately 5.2% as of the date of this filing (based on 31,172,888 shares of Common Stock issued and outstanding as of March 31, 2003, plus the shares of Common Stock issuable upon the conversion of the Zero Coupon Convertible Subordinated Notes referred to in item (a) above).

 

Page 13 of 17



 

CUSIP No.  559181102

Page 14 of 17 Pages

 

 

(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   
See item (a) above.

 

 

(iii)

Sole power to dispose or to direct the disposition of   
0

 

 

(iv)

Shared power to dispose or to direct the disposition of   
See item (a) above.

(1) The securities reported herein include (i) 49,700 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and (ii) 1,662,291 shares of Common Stock that the Reporting Persons may acquire in the future through the conversion of $38,000,000 in principal amount of Zero Coupon Convertible Subordinated Notes due May 15, 2008 which may be converted by the Reporting Persons at any time prior to and including May 15, 2008 into shares of the Common Stock at an initial conversion price of $22.86 per share, subject to adjustment upon certain events.

 

Item 5.

Ownership of Five Percent or Less of a Class:

 

Not Applicable.

 

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:

 

See Item 2 above.

 

Item 8.

Identification and Classification of Members of the Group:

 

Not Applicable.

 

Item 9.

Notice of Dissolution of Group:

 

Not Applicable.

 

Page 14 of 17



 

CUSIP No.  559181102

Page 15 of 17 Pages

 

Item 10.

Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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 or effect.

 


* Adam C. Cooper is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed with the Securities and Exchange Commission on November 19, 2002, and hereby incorporated by reference herein.  The power of attorney was filed as an attachment to a filing by Citadel Limited Partnership on Form 3 for Metals USA, Inc.

 

Page 15 of 17



 

CUSIP No.  559181102

Page 16 of 17 Pages

 

 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated this 19th day of June, 2003

 

KENNETH GRIFFIN

 

 

 

 

 

By:

/s/ Adam C. Cooper

 

 

 

 

Adam C. Cooper, attorney-in-fact*

 

 

 

CITADEL LIMITED PARTNERSHIP

 

CITADEL INVESTMENT GROUP, L.L.C.

 

 

 

By:

GLB Partners, L.P.,

 

By:

/s/ Adam C. Cooper

 

 

its General Partner

 

 

Adam C. Cooper, Senior Managing
Director and General Counsel

 

 

 

By:

Citadel Investment Group, L.L.C.,

 

 

 

 

its General Partner

 

CITADEL EQUITY FUND LTD.

 

 

 

By:

/s/ Adam C. Cooper

 

 

By:

Citadel Limited Partnership,

 

Adam C. Cooper, Senior Managing
Director and General Counsel

 

 

its Portfolio Manager

 

 

 

 

 

 

By:

GLB Partners, L.P.,

GLB PARTNERS, L.P.

 

 

its General Partner

 

 

 

By:

Citadel Investment Group, L.L.C.,

 

By:

Citadel Investment Group, L.L.C.,

 

its General Partner

 

 

its General Partner

 

 

 

By:

/s/ Adam C. Cooper

 

 

By:

/s/ Adam C. Cooper

 

 

Adam C. Cooper, Senior Managing
Director and General Counsel

 

 

Adam C. Cooper, Senior Managing
Director and General Counsel

 

 

 

CITADEL WELLINGTON PARTNERS
L.P.

 

CITADEL KENSINGTON GLOBAL
STRATEGIES FUND LTD.

 

 

 

By:

Citadel Limited Partnership,

 

By:

Citadel Limited Partnership,

 

its General Partner

 

 

its Portfolio Manager

 

 

 

By:

GLB Partners, L.P.,

 

By:

GLB Partners, L.P.,

 

its General Partner

 

 

its General Partner

 

 

 

By:

Citadel Investment Group, L.L.C.,

 

By:

Citadel Investment Group, L.L.C.,

 

its General Partner

 

 

its General Partner

 

 

 

By:

/s/ Adam C. Cooper

 

 

By:

/s/ Adam C. Cooper

 

 

Adam C. Cooper, Senior Managing
Director and General Counsel

 

 

Adam C. Cooper, Senior Managing
Director and General Counsel

 

Page 16 of 17



 

CUSIP No.  559181102

Page 17 of 17 Pages

 

 

CITADEL JACKSON INVESTMENT
FUND LTD.

 

ARAGON INVESTMENTS, LTD.

 

 

 

By:

Citadel Limited Partnership,

 

By:

Citadel Limited Partnership,

 

its Portfolio Manager

 

 

its Portfolio Manager

 

 

 

By:

GLB Partners, L.P.,

 

By:

GLB Partners, L.P.,

 

its General Partner

 

 

its General Partner

 

 

 

By:

Citadel Investment Group, L.L.C.,

 

By:

Citadel Investment Group, L.L.C.,

 

its General Partner

 

 

its General Partner

 

 

 

By:

/s/ Adam C. Cooper

 

 

By:

/s/ Adam C. Cooper

 

 

Adam C. Cooper, Senior Managing
Director and General Counsel

 

 

Adam C. Cooper, Senior Managing
Director and General Counsel

 

Page 17 of 17


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