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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
SI Diamond Technology, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.001 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
784249104
------------------------------------------------------------
(CUSIP Number)
Charles H. Winkler
Citadel Limited Partnership
225 West Washington Street
Suite 900
Chicago, IL 60606
(312) 696-2102
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
January 23, 1997
------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*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 5 Pages
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SCHEDULE 13D
CUSIP No. 784249104
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel Limited Partnership
FEIN No.: 36-3754834
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A) [ ]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY Reporting person has voting and dispositive
EACH REPORTING PERSON WITH power over (i) shares of Series E Preferred
Stock which, as of the date for the filing
of this statement, are convertible into
676,266 shares of Common Stock and (ii)
11,254 shares of Common Stock.
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
See item 7 above.
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
See item 7 above.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9% as of the date for the filing of this
statement. (Based on 13,125,083 shares of Common
Stock issued and outstanding as of November 12,
1996, plus the Common Stock referred to in item 7
above.)
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND
THE SIGNATURE ATTESTATION.
Page 2 of 5 Pages
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This is the second amendment to the Schedule 13D previously filed by
the reporting person with respect to the securities of the issuer set forth on
the cover page hereto (such initial filing, together with any prior amendments
thereto, the "Prior Filing"). This amendment is being filed in order to amend
and restate Item 5 of the Prior Filing in its entirety in connection with an
agreement between the issuer and affiliates of the reporting person.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) By reason of its serving as managing general partner of Nelson and
trading manager of Olympus, Citadel may be deemed to be the indirect
beneficial owner of (i) the Convertible Securities and the shares of
Common Stock into which the Convertible Securities are convertible and
(ii) the Common Stock, in each case, held by Nelson and Olympus. As
of the date for the filing of this statement, Nelson and Olympus
collectively own Convertible Securities for which they originally paid
$2,720,000 ("Stated Value") and 11,254 shares of Common Stock.
As previously reported, as of any date ("Conversion Date") all or a
portion of the Convertible Securities may be converted into the number
of shares of Common Stock determined by dividing the Stated Value of
such securities (plus an amount equal to 8% interest on the Stated
Value of such securities from the Funding Date) by a conversion price
("Conversion Price"). The Conversion Price is equal to the lesser of
(i) $3.00 (the "Fixed Conversion Price") and (ii) 85% of the average
closing bid price (as reported by NASDAQ or such other market or
exchange as the Common Stock is then traded) of the Issuer's Common
Stock for the five trading days immediately preceding the Conversion
Date.
If the Company's Common Stock is trading at a price less than $3.53,
the Conversion Price will fluctuate depending upon the closing bid
price of the Issuer's Common Stock. As a consequence, the number of
shares of Common Stock into which the Convertible Securities may be
converted, and consequently the number of shares of such securities
which Citadel may be deemed to beneficially own, may fluctuate on a
daily basis based solely on the Common Stock's market price and
without any action taken by Citadel, Nelson or Olympus.
As of the date for the filing of this statement, the Issuer announced
an agreement by and among the Issuer, Nelson, Olympus and other
holders of convertible securities of the Issuer amending the terms of
the Convertible Securities. Among other things, the agreement
provides that the Fixed Conversion Price shall be $1.875 for one-third
of the Convertible Securities held by Nelson and Olympus as of the
date of the agreement. The remaining Convertible Securities shall
retain a Fixed Conversion Price of $3.00, subject to reduction upon
certain events. In addition, the agreement restricts the amount of
Convertible Securities that may be converted as of any date to an
amount that would not exceed 4.9% of the Common Stock then
outstanding. The agreement also provides for other restrictions on
the convertibility of the Convertible Securities.
By virtue of the foregoing agreement and its status as the managing
general partner of Nelson and the trading manager for Olympus, Citadel
may never be deemed to be the beneficial owner of more than 4.9% of
the Common Stock, which as of the date for the filing of this
statement equals 676,266 (based on (i) 13,125,083 shares of Common
Stock issued and outstanding as set forth in the Issuer's most
recently filed 10-QSB and (ii) a Conversion Price equal to $1.5194).
(b) Citadel has the sole power to vote and the sole power to dispose of
the Convertible Securities, the Common Stock into which the
Convertible Securities are convertible and the Common Stock held by
Nelson and Olympus on behalf of each of Nelson and Olympus.
(c) The following transactions with respect to the Issuer's common stock
have been effected during the 60-day period ending January 22, 1997:
<TABLE>
<CAPTION>
Transaction Date Transacting Party Transaction Quantity Price
- ------------------- ----------------- ----------- -------- -----
<S> <C> <C> <C> <C>
November 26, 1996 Nelson Sell 20,000 2.13
November 26, 1996 Olympus Sell 20,000 2.13
November 27, 1996 Nelson Sell 17,500 2.14
November 27, 1996 Olympus Sell 17,500 2.14
December 2, 1996 Nelson Sell 7,500 2.05
December 2, 1996 Olympus Sell 7,500 2.05
</TABLE>
Page 3 of 5 Pages
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d) Nelson and Olympus, as the direct beneficial and legal owners of the
Convertible Securities and the Common Stock held by them, have the
right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of the Convertible Securities, the
Common Stock into which the Convertible Securities are convertible and
the Common Stock held by them. However, Citadel, as managing general
partner of Nelson and trading manager for Olympus, ultimately has the
right to direct such activities.
e) As of the date for the filing of this statement, as a result of the
agreement referred to above, Nelson and Olympus collectively own less
than 5% of the Issuer's Common Stock. As a consequence, from and
after such date Citadel shall not be deemed to be the beneficial owner
of more than 5% of the Issuer's Common Stock.
Page 4 of 5 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: January 23, 1997 Citadel Limited Partnership
By: GLB Partners, L.P.,
its general partner
By: Citadel Investment Group, L.L.C.,
its general partner
By: /s/Kenneth C. Griffin,
----------------------
its manager
Page 5 of 5 Pages
