-----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, APMvtG5HXG7p21Ddhvyv2cMRgjX4HFF7tQkvwvJPHvKU8piJU0Zap2NxSQN2QsYQ VXKf6SBUBoUy+2ipWKUiRg== 0001104659-05-006182.txt : 20050214 0001104659-05-006182.hdr.sgml : 20050214 20050214130446 ACCESSION NUMBER: 0001104659-05-006182 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050214 DATE AS OF CHANGE: 20050214 GROUP MEMBERS: CITADEL CREDIT PRODUCTS LTD. GROUP MEMBERS: CITADEL CREDIT TRADING 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 LLC GROUP MEMBERS: KENNETH GRIFFIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ASK JEEVES INC CENTRAL INDEX KEY: 0001054298 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 943334199 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58147 FILM NUMBER: 05606283 BUSINESS ADDRESS: STREET 1: 555 12TH STREET STREET 2: SUITE 500 CITY: OAKLAND STATE: CA ZIP: 94607 BUSINESS PHONE: 510.985.7400 MAIL ADDRESS: STREET 1: 555 12TH STREET STREET 2: SUITE 500 CITY: OAKLAND STATE: CA ZIP: 94607 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/A BUSINESS ADDRESS: STREET 1: 131 S. DEARBORN STREET, 32ND FLOOR CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3123952100 MAIL ADDRESS: STREET 1: 131 S. DEARBORN STREET, 32ND FLOOR CITY: CHICAGO STATE: IL ZIP: 60603 SC 13G/A 1 a05-2886_1sc13ga.htm SC 13G/A

 

 

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. 3)*

 

 

 

 

 

 

 

 

Ask Jeeves, Inc.

 

 

(Name of Issuer)

 

 

 

 

 

Common Stock

 

 

(Title of Class of Securities)

 

 

 

 

 

 

 

 

 

045174109

 

 

 

(CUSIP Number)

 

 

 

 

 

 

 

 

 

December 31, 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:

 

[   ]          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. 045174109

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

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

5.

SOLE VOTING POWER
0

6.

SHARED VOTING POWER

5,284 shares of Common Stock

1,708 Call Options (exercisable for 170,800 shares of Common Stock)

$54,700,000 in principal amount of the Company’s Zero Coupon Convertible Subordinated Notes due June 1, 2008 (convertible into 3,236,687 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 5.6% as of December 31, 2004 (based on 58,253,731 shares of Common Stock issued and outstanding as of November 5, 2004, 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. 045174109

13G

Page 3 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

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

5.

SOLE VOTING POWER
0

6.

SHARED VOTING POWER

5,284 shares of Common Stock

1,708 Call Options (exercisable for 170,800 shares of Common Stock)

$54,700,000 in principal amount of the Company’s Zero Coupon Convertible Subordinated Notes due June 1, 2008 (convertible into 3,236,687 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 5.6% as of December 31, 2004 (based on 58,253,731 shares of Common Stock issued and outstanding as of November 5, 2004, 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 3 of 17



 

CUSIP NO. 045174109

13G

Page 4 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

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

5.

SOLE VOTING POWER
0

6.

SHARED VOTING POWER

5,284 shares of Common Stock

1,708 Call Options (exercisable for 170,800 shares of Common Stock)

$54,700,000 in principal amount of the Company’s Zero Coupon Convertible Subordinated Notes due June 1, 2008 (convertible into 3,236,687 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 5.6% as of December 31, 2004 (based on 58,253,731 shares of Common Stock issued and outstanding as of November 5, 2004, 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 4 of 17



 

CUSIP NO. 045174109

13G

Page 5 of 17 Pages

 

 

1.

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

Citadel Wellington 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

5,284 shares of Common Stock

1,708 Call Options (exercisable for 170,800 shares of Common Stock)

$54,700,000 in principal amount of the Company’s Zero Coupon Convertible Subordinated Notes due June 1, 2008 (convertible into 3,236,687 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 5.6% as of December 31, 2004 (based on 58,253,731 shares of Common Stock issued and outstanding as of November 5, 2004, 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 5 of 17



 

CUSIP NO. 045174109

13G

Page 6 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

5,284 shares of Common Stock

1,708 Call Options (exercisable for 170,800 shares of Common Stock)

$54,700,000 in principal amount of the Company’s Zero Coupon Convertible Subordinated Notes due June 1, 2008 (convertible into 3,236,687 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 5.6% as of December 31, 2004 (based on 58,253,731 shares of Common Stock issued and outstanding as of November 5, 2004, 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 6 of 17



 

CUSIP NO. 045174109

13G

Page 7 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

5,284 shares of Common Stock

1,708 Call Options (exercisable for 170,800 shares of Common Stock)

$54,700,000 in principal amount of the Company’s Zero Coupon Convertible Subordinated Notes due June 1, 2008 (convertible into 3,236,687 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 5.6% as of December 31, 2004 (based on 58,253,731 shares of Common Stock issued and outstanding as of November 5, 2004, 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 7 of 17



 

CUSIP NO. 045174109

13G

Page 8 of 17 Pages

 

 

1.

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

Citadel Credit Products 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

5,284 shares of Common Stock

1,708 Call Options (exercisable for 170,800 shares of Common Stock)

$54,700,000 in principal amount of the Company’s Zero Coupon Convertible Subordinated Notes due June 1, 2008 (convertible into 3,236,687 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 5.6% as of December 31, 2004 (based on 58,253,731 shares of Common Stock issued and outstanding as of November 5, 2004, 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. 045174109

13G

Page 9 of 17 Pages

 

 

1.

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

Citadel Credit Trading 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

5,284 shares of Common Stock

1,708 Call Options (exercisable for 170,800 shares of Common Stock)

$54,700,000 in principal amount of the Company’s Zero Coupon Convertible Subordinated Notes due June 1, 2008 (convertible into 3,236,687 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 5.6% as of December 31, 2004 (based on 58,253,731 shares of Common Stock issued and outstanding as of November 5, 2004, 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. 045174109

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

5,284 shares of Common Stock

1,708 Call Options (exercisable for 170,800 shares of Common Stock)

$54,700,000 in principal amount of the Company’s Zero Coupon Convertible Subordinated Notes due June 1, 2008 (convertible into 3,236,687 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 5.6% as of December 31, 2004 (based on 58,253,731 shares of Common Stock issued and outstanding as of November 5, 2004, 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; BD

 


1 See footnote 1 in Item 4.

 

Page 10 of 17



 

CUSIP NO. 045174109

13G

Page 11 of 17 Pages

 

 

Item 1(a)

 

Name of Issuer:

 

ASK JEEVES, INC.

 

 

 

 

 

1(b)

 

Address of Issuer’s Principal Executive Offices:

 

 

 

 

 

 

 

555 12th Street, Suite 500

 

 

 

 

Oakland, CA 94607

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

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 LLC

 

 

 

 

c/o Citadel Investment Group, L.L.C.

 

 

 

 

131 S. Dearborn Street

 

 

 

 

32nd Floor

 

 

 

 

Chicago, Illinois 60603

 

 

 

 

Delaware limited liability company

 

Page 11 of 17



 

CUSIP NO. 045174109

13G

Page 12 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 Credit Trading Ltd.

 

 

 

 

c/o Citadel Investment Group, L.L.C.

 

 

 

 

131 S. Dearborn Street

 

 

 

 

32nd Floor

 

 

 

 

Chicago, Illinois 60603

 

 

 

 

Cayman Islands company

 

 

 

 

 

 

 

 

 

Citadel Credit Products Ltd.

 

 

 

 

c/o Citadel Investment Group, L.L.C.

 

 

 

 

131 S. Dearborn Street

 

 

 

 

32nd Floor

 

 

 

 

Chicago, Illinois 60603

 

 

 

 

Cayman Islands company

 

Page 12 of 17



 

CUSIP NO. 045174109

13G

Page 13 of 17 Pages

 

 

 

 

 

 

Citadel Derivatives Group LLC

 

 

 

 

c/o Citadel Investment Group, L.L.C.

 

 

 

 

131 S. Dearborn Street

 

 

 

 

Chicago, Illinois 60603

 

 

 

 

Delaware limited liability company

 

2(d)

 

Title of Class of Securities:

 

 

 

 

 

 

 

 

Common Stock, par value $0.001 per share

 

 

 

2(e)

 

CUSIP Number:            045174109

 

 

 

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;

 

 

 

 

 

 

 

 

(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).

 

Page 13 of 17



 

CUSIP NO. 045174109

13G

Page 14 of 17 Pages

 

 

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

 

Item 4

 

Ownership:

 

 

 

CITADEL LIMITED PARTNERSHIP
CITADEL INVESTMENT GROUP, L.L.C.
KENNETH GRIFFIN
CITADEL WELLINGTON LLC
CITADEL KENSINGTON GLOBAL STRATEGIES FUND LTD.
CITADEL EQUITY FUND LTD.

CITADEL CREDIT TRADING LTD.

CITADEL CREDIT PRODUCTS LTD.

CITADEL DERIVATIVES GROUP LLC

 

(a)           Amount beneficially owned:

 

5,284 shares of Common Stock

 

1,708 Call Options (exercisable for 170,800 shares of Common Stock)

 

$54,700,000 in principal amount of the Company’s Zero Coupon Convertible Subordinated Notes due June 1, 2008 (convertible into 3,236,687 shares of Common Stock) /1/

 

(b)           Percent of Class:

 

Approximately 5.6% as of December 31, 2004 (based on 58,253,731 shares of Common Stock issued and outstanding as of November 5, 2004, plus the shares of Common Stock issuable upon the conversion of the Zero Coupon Convertible Subordinated Notes referred to in Item 4(a) above).

 

(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 4(a) above.

 

Page 14 of 17



 

CUSIP NO. 045174109

13G

Page 15 of 17 Pages

 

 

(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 4(a) above.

 

(1) The securities reported herein include (i) 5,284 shares of Common Stock, (ii) 170,800 shares of Common Stock that the Reporting Persons may acquire in the future through the exercise of 1,708 Call Options, and (iii) 3,236,687 shares of Common Stock that the Reporting Persons may acquire in the future through the conversion of $54,700,000 in principal amount of Zero Coupon Convertible Subordinated Notes due June 1, 2008, which may be converted by the Reporting Persons at any time prior to and including June 1, 2008 into shares of Common Stock, at an initial conversion price of $16.90 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.

 

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.

 

                This Schedule 13G/A is being filed solely to make certain corrective changes to the Reporting Persons party to the Schedule 13G/A filed on Febuary 9, 2005, reflecting internal organization changes made within the reporting group on or prior to December 31, 2004.

 

* Mathew B. Hinerfeld 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 February 4, 2005, and hereby incorporated by reference herein.  The power of attorney was filed as an attachment to a filing by Citadel Limited Partnership on Schedule 13G/A for Komag, Incorporated.

 

Page 15 of 17



 

CUSIP NO. 045174109

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 14th day of February, 2005

KENNETH GRIFFIN

 

 

 

 

By:

/s/ Matthew B. Hinerfeld

 

 

 

Matthew B. Hinerfeld, attorney-in-fact*

 

 

 

 

 

CITADEL LIMITED PARTNERSHIP

CITADEL INVESTMENT GROUP, L.L.C.

 

 

 

 

By:

Citadel Investment Group, L.L.C.,

 

By:

/s/ Matthew B. Hinerfeld

 

 

its General Partner

 

 

Matthew B. Hinerfeld, Managing

 

 

 

 

 

Director and Deputy General Counsel

 

By:

/s/ Matthew B. Hinerfeld

 

 

 

 

 

Matthew B. Hinerfeld, Managing

 

CITADEL CREDIT PRODUCTS LTD.

 

 

Director and Deputy General Counsel

 

 

 

 

 

 

 

By:

Citadel Limited Partnership,

 

 

 

 

 

its Portfolio Manager

 

 

 

 

 

 

 

 

 

 

By:

Citadel Investment Group, L.L.C.,

 

 

 

 

 

its General Partner

 

 

 

 

 

 

 

 

 

 

By:

/s/ Matthew B. Hinerfeld

 

 

 

 

 

Matthew B. Hinerfeld, Managing

 

 

 

 

 

Director and Deputy General Counsel

 

 

Page 16 of 17



 

CUSIP NO. 045174109

13G

Page 17 of 17 Pages

 

 

CITADEL WELLINGTON LLC

 

CITADEL CREDIT TRADING LTD.

 

 

 

 

 

 

 

By:

Citadel Limited Partnership,

 

By:

Citadel Limited Partnership,

 

 

its Managing Member

 

 

its Portfolio Manager

 

 

 

 

 

 

 

By:

Citadel Investment Group, L.L.C.,

 

By:

Citadel Investment Group, L.L.C.,

 

 

its General Partner

 

 

its General Partner

 

 

 

 

 

 

 

By:

/s/ Matthew B. Hinerfeld

 

By:

/s/ Matthew B. Hinerfeld

 

 

Matthew B. Hinerfeld, Managing

 

 

Matthew B. Hinerfeld, Managing

 

 

Director and Deputy General Counsel

 

 

Director and Deputy General Counsel

 

 

 

 

 

 

 

CITADEL KENSINGTON GLOBAL
STRATEGIES FUND LTD.

 

CITADEL EQUITY FUND LTD.

 

 

 

 

 

 

 

By:

Citadel Limited Partnership,

 

By:

Citadel Limited Partnership,

 

 

its Portfolio Manager

 

 

its Portfolio Manager

 

 

 

 

 

 

 

By:

Citadel Investment Group, L.L.C.,

 

By:

Citadel Investment Group, L.L.C.,

 

 

its General Partner

 

 

its General Partner

 

 

 

 

 

 

 

By:

/s/ Matthew B. Hinerfeld

 

By:

/s/ Matthew B. Hinerfeld

 

 

Matthew B. Hinerfeld, Managing

 

 

Matthew B. Hinerfeld, Managing

 

 

Director and Deputy General Counsel

 

 

Director and Deputy General Counsel

 

 

 

 

 

 

 

 

 

CITADEL DERIVATIVES GROUP LLC

 

 

 

 

 

 

 

 

 

 

By:

Citadel Limited Partnership,

 

 

 

 

 

its Managing Member

 

 

 

 

 

 

 

 

 

 

By:

Citadel Investment Group, L.L.C.,

 

 

 

 

 

its General Partner

 

 

 

 

 

 

 

 

 

 

By:

/s/ Matthew B. Hinerfeld

 

 

 

 

 

Matthew B. Hinerfeld, Managing

 

 

 

 

 

Director and Deputy General Counsel

 

 

Page 17 of 17


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