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.    )*

 

Exide Technologies

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

302051206

(CUSIP Number)

 

December 1, 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 20



 

CUSIP No. 

302051206

13G

Page 2 of 20 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

1,558,195 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 6.4% as of the date of this filing (based on 24,161,910 shares of Common Stock issued and outstanding as of November 11, 2004).

 

 

12.

TYPE OF REPORTING PERSON*

PN; HC

 

Page 2 of 20



 

CUSIP No. 

302051206

13G

Page 3 of 20 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

1,558,195 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 6.4% as of the date of this filing (based on 24,161,910 shares of Common Stock issued and outstanding as of November 11, 2004).

 

 

12.

TYPE OF REPORTING PERSON*

PN; HC

 

Page 3 of 20



 

CUSIP No. 

302051206

13G

Page 4 of 20 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

1,558,195 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 6.4% as of the date of this filing (based on 24,161,910 shares of Common Stock issued and outstanding as of November 11, 2004).

 

 

12.

TYPE OF REPORTING PERSON*

OO; HC

 

Page 4 of 20



 

CUSIP No. 

302051206

13G

Page 5 of 20 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

1,558,195 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 6.4% as of the date of this filing (based on 24,161,910 shares of Common Stock issued and outstanding as of November 11, 2004).

 

 

12.

TYPE OF REPORTING PERSON*

IN; HC

 

Page 5 of 20



 

CUSIP No. 

302051206

13G

Page 6 of 20 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

1,558,195 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 6.4% as of the date of this filing (based on 24,161,910 shares of Common Stock issued and outstanding as of November 11, 2004).

 

 

12.

TYPE OF REPORTING PERSON*

PN; HC

 

Page 6 of 20



 

CUSIP No. 

302051206

13G

Page 7 of 20 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

1,558,195 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 6.4% as of the date of this filing (based on 24,161,910 shares of Common Stock issued and outstanding as of November 11, 2004).

 

 

12.

TYPE OF REPORTING PERSON*

PN; HC

 

Page 7 of 20



 

CUSIP No. 

302051206

13G

Page 8 of 20 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

1,558,195 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 6.4% as of the date of this filing (based on 24,161,910 shares of Common Stock issued and outstanding as of November 11, 2004).

 

 

12.

TYPE OF REPORTING PERSON*

CO; HC

 

Page 8 of 20



 

CUSIP No. 

302051206

13G

Page 9 of 20 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

1,558,195 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 6.4% as of the date of this filing (based on 24,161,910 shares of Common Stock issued and outstanding as of November 11, 2004).

 

 

12.

TYPE OF REPORTING PERSON*

CO

 

Page 9 of 20



 

CUSIP No. 

302051206

13G

Page 10 of 20 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

1,558,195 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 6.4% as of the date of this filing (based on 24,161,910 shares of Common Stock issued and outstanding as of November 11, 2004).

 

 

12.

TYPE OF REPORTING PERSON*

CO; HC

 

Page 10 of 20



 

CUSIP No. 

302051206

13G

Page 11 of 20 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

1,558,195 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 6.4% as of the date of this filing (based on 24,161,910 shares of Common Stock issued and outstanding as of November 11, 2004).

 

 

12.

TYPE OF REPORTING PERSON*

CO; HC

 

Page 11 of 20



 

CUSIP No. 

302051206

13G

Page 12 of 20 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

1,558,195 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 6.4% as of the date of this filing (based on 24,161,910 shares of Common Stock issued and outstanding as of November 11, 2004).

 

 

12.

TYPE OF REPORTING PERSON*

CO

 

Page 12 of 20



 

CUSIP No. 

302051206

13G

Page 13 of 20 Pages

 

 

1.

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


Citadel Antaeus International 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

Cayman Islands company

 

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

5.

SOLE VOTING POWER

0

 

6.

SHARED VOTING POWER

1,558,195 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 6.4% as of the date of this filing (based on 24,161,910 shares of Common Stock issued and outstanding as of November 11, 2004).

 

 

12.

TYPE OF REPORTING PERSON*

CO, HC

 

Page 13 of 20



 

CUSIP No. 

302051206

13G

Page 14 of 20 Pages

 

Item 1(a)

Name of Issuer:   EXIDE TECHNOLOGIES

 

 

1(b)

Address of Issuer’s Principal Executive Offices:

 

 

 

Crossroad Corporate Center
3150 Brunswick Pike, Suite 230
Lawrenceville, New Jersey 08648

 

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 14 of 20



 

CUSIP No.

302051206

13G

Page 15 of 20 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 Products Ltd.
c/o Citadel Investment Group, L.L.C.
131 S. Dearborn Street, 32nd Floor
Chicago, Illinois 60603
Cayman Islands company

 

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

 

 

 

 

2(d)

Title of Class of Securities:

 

Common Stock, par value $0.01 per share

2(e)

CUSIP Number:                    302051206

 

Page 15 of 20



 

CUSIP No.

302051206

13G

Page 16 of 20 Pages

 

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);

 

(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 CREDIT PRODUCTS LTD.
CITADEL JACKSON INVESTMENT FUND LTD.
CITADEL CREDIT TRADING LTD.
CITADEL ANTAEUS INTERNATIONAL INVESTMENTS LTD.

 

(a)

Amount beneficially owned:

1,558,195 shares of Common Stock

 

(b)

Percent of class:

Approximately 6.4% as of the date of this filing (based on 24,161,910 shares of Common Stock issued and outstanding as of November 11, 2004).

 

Page 16 of 20



 

CUSIP No.

302051206

13G

Page 17 of 20 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.

 

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 17 of 20



 

CUSIP No.

302051206

13G

Page 18 of 20 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 8th day of December, 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 ANTAEUS INTERNATIONAL
INVESTMENTS 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 18 of 20



 

CUSIP No.

302051206

13G

Page 19 of 20 Pages

 

CITADEL WELLINGTON PARTNERS
L.P. SE

 

CITADEL CREDIT TRADING 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

 

 

 

 

 

CITADEL CREDIT PRODUCTS LTD.

 

CITADEL KENSINGTON GLOBAL

 

 

 

STRATEGIES FUND 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 19 of 20



 

CUSIP No.

302051206

13G

Page 20 of 20 Pages

 

CITADEL JACKSON INVESTMENT

 

 

 

FUND LTD.

 

 

 

 

 

 

 

 

By:

Citadel Limited Partnership,

 

 

 

 

its Portfolio Manager

 

 

 

 

 

 

 

 

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 20 of 20