Edgar Filing: WHITEBOX ADVISORS LLC

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â WHITEBOX ADVISORS LLC

2. Date of Event Requiring Statement (Month/Day/Year)
09/30/2004

3. Issuer Name and Ticker or Trading Symbol
21ST CENTURY HOLDING CO [TCHC]

(Last)

(First)

(Middle)

3033 EXCELSIOR BOULEVARD, SUITE 300

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

MINNEAPOLIS,Â MNÂ 55416

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security
(Instr. 4)

2. Amount of Securities Beneficially Owned
(Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Redeemable Warrants ⁽¹⁾	07/31/2003	07/31/2006	Common Stock	142,008	$ 12.74	I	Refer Footnote ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾
Redeemable Warrants ⁽²⁾	07/31/2003	07/31/2006	Common Stock	143,892	$ 12.74	I	Refer Footnote ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾
Redeemable Warrants ⁽³⁾	07/31/2003	07/31/2006	Common Stock	72,696	$ 12.74	I	Refer Footnote ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾
Redeemable Warrants ⁽¹⁾	09/30/2004	09/30/2007	Common Stock	392,156	$ 12.75	I	Refer Footnote ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾
Redeemable Warrants ⁽³⁾	09/30/2004	09/30/2007	Common Stock	78,431	$ 12.75	I	Refer Footnote ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾
Redeemable Warrants ⁽⁴⁾	09/30/2004	09/30/2007	Common Stock	58,823	$ 12.75	I	Refer Footnote ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
WHITEBOX ADVISORS LLC 3033 EXCELSIOR BOULEVARD, SUITE 300 MINNEAPOLIS,Â MNÂ 55416	Â	Â X	Â	Â
WHITEBOX INTERMARKET PARTNERS LP 3033 EXCELSIOR BOULEVARD, SUITE 300 MINNEAPOLIS,Â MNÂ 55416	Â	Â X	Â	Â
WHITEBOX INTERMARKET FUND LP 3033 EXCELSIOR BOULEVARD, SUITE 300 MINNEAPOLIS,Â MNÂ 55416	Â	Â X	Â	Â
Whitebox Intermarket Fund, Ltd. 3033 EXCELSIOR BOULEVARD, SUITE 300 MINNEAPOLIS,Â MNÂ 55416	Â	Â X	Â	Â
AJR Financial, LLC 3033 EXCELSIOR BOULEVARD, SUITE 300 MINNEAPOLIS,Â MNÂ 55416	Â	Â X	Â	Â
Pandora Select Advisors, LLC 3033 EXCELSIOR BOULEVARD, SUITE 300 MINNEAPOLIS,Â MNÂ 55416	Â	Â X	Â	Â
Pandora Select Partners, L.P. 3033 EXCELSIOR BOULEVARD, SUITE 300 MINNEAPOLIS,Â MNÂ 55416	Â	Â X	Â	Â
Pandora Select Fund, L.P. 3033 EXCELSIOR BOULEVARD, SUITE 300 MINNEAPOLIS,Â MNÂ 55416	Â	Â X	Â	Â
PANDORA SELECT FUND LTD 3033 EXCELSIOR BOULEVARD, SUITE 300 MINNEAPOLIS,Â MNÂ 55416	Â	Â X	Â	Â

Signatures

/s/ Jonathan D. Wood, Cheif Financial Officer		01/28/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Reporting Person is Whitebox Convertible Arbitrage Partners, LP ("WCAP").
(2)	Reporting Person is Whitebox Hedged High Yield Partners, LP ("WHHYP").
(3)	Reporting Person is Pandora Select Partners, LP ("PSP").
(4)	Reporting Person is Whitebox Intermarket Partners, LP ("WIP").
(5)	The general partner of WCAP, is Whitebox Convertible Arbitrage Advisors, LLC ("WCAA"), which manages accounts for the benefit of its clients WCAP, Whitebox Convertible Arbitrage Fund, L.P. ("WCAFLP") and Whitebox Convertible Arbitrage Fund, Ltd. ("WCAFLTD"); the general partner of WHHYP is Whitebox Hedged High Yield Advisors, LLC ("WHHYA"), which manages accounts for the benefit of its clients WHHYP, Whitebox Hedged High Yield Fund, L.P. ("WHYYFLP") and Whitebox Hedged High Yield Fund, Ltd. ("WHHYFLTD"); the general partner of WIP is Whitebox Intermarket Advisors, LLC ("WIA"), which manages accounts for the benefit of its clients WIP, Whitebox Intermarket Fund, L.P. ("WIFLP") and Whitebox Intermarket Fund, Ltd. ("WIFLTD"). The managing member and controlling owner of each of WCAA, WHHYA and WIA is Whitebox Advisors, LLC. (Cont. in footnote 6)
(6)	The general partner of PSP is Pandora Select Advisors, LLC ("PSA"), which manages accounts for the benefit of its clients PSP, Pandora Select Fund, L.P. ("PSFLP")and Pandora Select Fund, Ltd. ("PSFLTD"). The managing member and controlling owner of PSA is AJR Financial, LLC. Whitebox Advisors, LLC and AJR Financial, LLC each have the same sole owner and managing member. (Cont. in footnote 7)
(7)	Based on the relationships described herein, these entities may be deemed to constitute a "group" within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934. The filing of this statement shall not be construed as an admission that Whitebox Advisors, LLC, AJR Financial, LLC, WCCA, WHHYA, WIA, PSA, WCAP, WHHYP, WIP, PSP, WCAFLP, WHHYFLP, WIFLP, PSFLP, WCAFLTD, WHHYFLTD, WIFLTD and PSFLTD are a group, or have agreed to act as a group. Whitebox Advisors, LLC, AJR Financial, LLC, WCCA, WHHYA, WIA, PSA, WCAP, WHHYP, WIP, PSP, WCAFLP, WHHYFLP, WIFLP, PSFLP, WCAFLTD, WHHYFLTD, WIFLTD and PSFLTD each disclaim beneficial ownership of such shares of common stock except to the extent of their pecuniary interest in such shares.

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