-----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, EQscoR5PtUEmjA7CuZ8rmmjSydwwG9GtPeNW8cXjx+W7r5QiMsKUVO/QEN9FEwYp Qw78D6QgUfTT46TBOObmuA== 0001104659-04-006257.txt : 20040303 0001104659-04-006257.hdr.sgml : 20040303 20040302201333 ACCESSION NUMBER: 0001104659-04-006257 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040303 GROUP MEMBERS: ARAGON INVESTMENTS, LTD. GROUP MEMBERS: CITADEL DERIVATIVES GROUP LLC GROUP MEMBERS: CITADEL EQUITY FUND LTD. GROUP MEMBERS: CITADEL INVESTMENT GROUP. L.L.C. GROUP MEMBERS: CITADEL KENSINGTON GLOBAL STRATEGIES FUND LTD. GROUP MEMBERS: CITADEL WELLINGTON PARTNERS L.P. GROUP MEMBERS: CITADEL WELLINGTON PARTNERS L.P. SE GROUP MEMBERS: GLB PARTNERS, L.P. GROUP MEMBERS: KENNETH GRIFFIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ROXIO INC CENTRAL INDEX KEY: 0001122787 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770551214 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-78044 FILM NUMBER: 04644270 BUSINESS ADDRESS: STREET 1: 461 S MILPITAS BLVD CITY: MILPITAS STATE: CA ZIP: 95035 BUSINESS PHONE: 4089572553 MAIL ADDRESS: STREET 1: 455 EL CAMINO REAL CITY: SANTA CLARA STATE: CA ZIP: 94578 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 SC 13G 1 a04-2984_1sc13g.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.  )*

 

Roxio, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

780008108

(CUSIP Number)

 

February 25, 2004

Date of Event Which Requires Filing of the Statement

 

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

 

o

Rule 13d-1(b)

ý

Rule 13d-1(c)

o

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. 780008108

13G

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

1,548,157 shares of Common Stock

264 call options (exercisable into 26,400 shares of Common Stock)

 

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 4.7% as of the date of this filing (based on 33,535,158 shares of Common Stock issued and outstanding as of February 13, 2004).

 

 

12.

TYPE OF REPORTING PERSON*

PN; HC

 

Page 2 of 17



 

CUSIP NO. 780008108

13G

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


1,548,157 shares of Common Stock


264 call options (exercisable into 26,400 shares of Common Stock)

 

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 4.7% as of the date of this filing (based on 33,535,158 shares of Common Stock issued and outstanding as of February 13, 2004).

 

 

12.

TYPE OF REPORTING PERSON*

PN; HC

 

Page 3 of 17



 

CUSIP NO. 780008108

13G

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


1,548,157 shares of Common Stock


264 call options (exercisable into 26,400 shares of Common Stock)

 

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 4.7% as of the date of this filing (based on 33,535,158 shares of Common Stock issued and outstanding as of February 13, 2004).

 

 

12.

TYPE OF REPORTING PERSON*

OO; HC

 

Page 4 of 17



 

CUSIP NO. 780008108

13G

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


1,548,157 shares of Common Stock


264 call options (exercisable into 26,400 shares of Common Stock)

 

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 4.7% as of the date of this filing (based on 33,535,158 shares of Common Stock issued and outstanding as of February 13, 2004).

 

 

12.

TYPE OF REPORTING PERSON*

IN; HC

 

Page 5 of 17



 

CUSIP NO. 780008108

13G

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


1,548,157 shares of Common Stock


264 call options (exercisable into 26,400 shares of Common Stock)

 

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 4.7% as of the date of this filing (based on 33,535,158 shares of Common Stock issued and outstanding as of February 13, 2004).

 

 

12.

TYPE OF REPORTING PERSON*

PN; HC

 

Page 6 of 17



 

CUSIP NO. 780008108

13G

Page 7 of 17 Pages

 

1.

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


Citadel Wellington Partners L.P. SE

 

 

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

 

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

5.

SOLE VOTING POWER

0

 

6.

SHARED VOTING POWER


1,548,157 shares of Common Stock


264 call options (exercisable into 26,400 shares of Common Stock)

 

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 4.7% as of the date of this filing (based on 33,535,158 shares of Common Stock issued and outstanding as of February 13, 2004).

 

 

12.

TYPE OF REPORTING PERSON*

PN; HC

 

Page 7 of 17



 

CUSIP NO. 780008108

13G

Page 8 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


1,548,157 shares of Common Stock


264 call options (exercisable into 26,400 shares of Common Stock)

 

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 4.7% as of the date of this filing (based on 33,535,158 shares of Common Stock issued and outstanding as of February 13, 2004).

 

 

12.

TYPE OF REPORTING PERSON*

CO; HC

 

Page 8 of 17



 

CUSIP NO. 780008108

13G

Page 9 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


1,548,157 shares of Common Stock


264 call options (exercisable into 26,400 shares of Common Stock)

 

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 4.7% as of the date of this filing (based on 33,535,158 shares of Common Stock issued and outstanding as of February 13, 2004).

 

 

12.

TYPE OF REPORTING PERSON*

CO; HC

 

Page 9 of 17



 

CUSIP NO. 780008108

13G

Page 10 of 17 Pages

 

1.

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


Citadel Derivatives Group LLC

 

 

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

 

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

5.

SOLE VOTING POWER

0

 

6.

SHARED VOTING POWER


1,548,157 shares of Common Stock


264 call options (exercisable into 26,400 shares of Common Stock)

 

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 4.7% as of the date of this filing (based on 33,535,158 shares of Common Stock issued and outstanding as of February 13, 2004).

 

 

12.

TYPE OF REPORTING PERSON*

OO

 

Page 10 of 17



 

CUSIP NO. 780008108

13G

Page 11 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


1,548,157 shares of Common Stock


264 call options (exercisable into 26,400 shares of Common Stock)

 

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 4.7% as of the date of this filing (based on 33,535,158 shares of Common Stock issued and outstanding as of February 13, 2004).

 

 

12.

TYPE OF REPORTING PERSON*

CO

 

Page 11 of 17



 

CUSIP NO. 780008108

13G

Page 12 of 17 Pages

 

Item 1(a)

Name of Issuer:

ROXIO, INC.

 

1(b)

Address of Issuer’s Principal Executive Offices:

 

455 El Camino Real
Santa Clara, California 95050

 

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, 32nd Floor
Chicago, Illinois 60603
Illinois limited partnership

 

 

GLB Partners, L.P.
131 S. Dearborn Street, 32nd Floor
Chicago, Illinois 60603
Delaware limited partnership

 

 

Citadel Investment Group, L.L.C.
131 S. Dearborn Street, 32nd Floor
Chicago, Illinois 60603
Delaware limited liability company

 

 

Kenneth Griffin
131 S. Dearborn Street, 32nd Floor
Chicago, Illinois 60603
U.S. Citizen

 

 

Citadel Wellington Partners L.P.
c/o Citadel Investment Group, L.L.C.
131 S. Dearborn Street, 32nd Floor
Chicago, Illinois 60603
Illinois limited partnership

 

 

Citadel Wellington Partners L.P. SE
c/o Citadel Investment Group, L.L.C.
131 S. Dearborn Street, 32nd Floor
Chicago, Illinois 60603
Delaware limited partnership

 

Page 12 of 17



 

CUSIP NO. 780008108

13G

Page 13 of 17 Pages

 

 

 

 

 

Citadel Kensington Global Strategies Fund Ltd.
c/o Citadel Investment Group, L.L.C.
131 S. Dearborn Street, 32nd Floor
Chicago, Illinois 60603
Bermuda company

 

 

Citadel Equity Fund Ltd.
c/o Citadel Investment Group, L.L.C.
131 S. Dearborn Street, 32nd Floor
Chicago, Illinois 60603
Cayman Islands company

 

 

Citadel Derivatives Group LLC
c/o Citadel Investment Group, L.L.C.
131 S. Dearborn Street, 32nd Floor
Chicago, Illinois 60603
Delaware limited liability company

 

 

Aragon Investments, Ltd.
c/o Citadel Investment Group, L.L.C.
131 S. Dearborn Street, 32nd Floor
Chicago, Illinois 60603
Bermuda company

 

 

2(d)

Title of Class of Securities:

Common Stock, par value $0.001 per share

2(e)

CUSIP Number:                    780008108

 

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)

o

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

 

(b)

o

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

 

(c)

o

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

 

(d)

o

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

 

(e)

o

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

 

(f)

o

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

 

(g)

o

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

Page 13 of 17



 

CUSIP NO. 780008108

13G

Page 14 of 17 Pages

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

(i)

o

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

(j)

o

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 WELLINGTON PARTNERS L.P. SE
CITADEL KENSINGTON GLOBAL STRATEGIES FUND LTD.
CITADEL EQUITY FUND LTD.
CITADEL DERIVATIVES GROUP LLC
ARAGON INVESTMENTS, LTD.

(a)

Amount beneficially owned:

 

1,548,157 shares of Common Stock

264 call options (exercisable into 26,400 shares of Common Stock)

(b)

Percent of Class:

 

Approximately 4.7% as of the date of this filing (based on 33,535,158 shares of Common Stock issued and outstanding as of February 13, 2004). (1)

(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

 

Page 14 of 17



 

CUSIP NO. 780008108

13G

Page 15 of 17 Pages

 

(iv)

shared power to dispose or to direct the disposition of :

See item (a) above.


(1)  The obligation to file this Schedule 13G arose on February 25, 2004.  The Reporting Persons have subsequently reduced their beneficial ownership to the currently reported percentage.  At no time since February 25, 2004 have the Reporting Persons been beneficial owners of greater than 10% of the Company's outstanding Common Stock as determined in accordance with Rule 13(d) of the Securities Exchange Act of 1934.

 

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.

 

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. 780008108

13G

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 2nd day of March, 2004

 

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. 780008108

13G

Page 17 of 17 Pages

 

CITADEL DERIVATIVES GROUP LLC

 

ARAGON INVESTMENTS, LTD.

 

 

 

By:

Citadel Limited Partnership,

 

By:

Citadel Limited Partnership,

 

its Managing Member

 

 

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

 

 

 

CITADEL WELLINGTON PARTNERS
L.P. SE

 

 

 

 

 

By:

Citadel Limited Partnership,

 

 

 

its General Partner

 

 

 

 

 

By:

GLB Partners, L.P.,

 

 

 

its General Partner

 

 

 

 

 

By:

Citadel Investment Group, L.L.C.,

 

 

 

its General Partner

 

 

 

 

 

By:

/s/ Adam C. Cooper

 

 

 

Adam C. Cooper, Senior Managing
Director and General Counsel

 

 

 

Page 17 of 17


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