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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. ____)/*/
SI Diamond Technology, Inc.
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(Name of Issuer)
Common Stock, $.001 par value
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(Title of Class of Securities)
784249104
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(CUSIP Number)
Charles H. Winkler
Citadel Limited Partnership
225 West Washington Street
Suite 900
Chicago, IL 60606
(312) 696-2102
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
December 30, 1996
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(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
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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)[X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY Reporting person has voting and dispositive
OWNED BY EACH power over (i) shares of Series E Preferred
REPORTING Stock which, as of the date for the filing
PERSON WITH of this statement, are convertible into
2,402,222 shares of Common Stock and (ii)
11,254 shares of Common Stock.
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8 SHARED VOTING POWER
-0-
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9 SOLE DISPOSITIVE POWER
See item 7 above.
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See item 7 above.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.54% 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 issuable upon the
conversion of the securities referred to in item 7 above.)
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14 TYPE OF REPORTING PERSON*
PN
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*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 Schedule 13D is being filed by the reporting person in order to
disclose (i) the ownership by affiliates of the reporting person of convertible
preferred stock of the issuer and (ii) the formula pursuant to which the
convertible preferred stock of the issuer held by affiliates of the reporting
person may be converted into the issuer's common stock. The convertible
preferred stock may be fully converted into common stock of the issuer on and
after March 1, 1997.
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to shares of common stock, $.001 par value
(the "Common Stock"), of SI Diamond Technology, Inc. (the "Issuer") that are
issuable to Nelson Partners, a Bermuda exempted general partnership ("Nelson"),
and Olympus Securities, Ltd., a Bermuda corporation ("Olympus"), upon conversion
of Series E Preferred Stock ("Convertible Securities") held by Nelson and
Olympus. The principal executive offices of the Issuer are located at 12100
Technology Boulevard, Austin, Texas 78727.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is being filed by Citadel Limited Partnership, an
Illinois limited partnership ("Citadel"). Citadel's principal business office is
located at 225 West Washington Street, 9th Floor, Chicago, Illinois 60606.
During the last five years, Citadel has neither been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) nor
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction pursuant to which Citadel either became subject to a decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or was found in
violation of federal or state securities laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Citadel is the managing general partner of Nelson and the trading
manager for Olympus. The funds used for purchases reported herein are from the
accounts of Olympus and Nelson. Citadel has no beneficial ownership interest in
any of the funds or other property of Olympus or Nelson, except for Citadel's
interest as general partner of Nelson.
Nelson and Olympus funded $3,000,000 to the Issuer to acquire
Convertible Securities pursuant to Subscription Agreements between each of
Nelson and Olympus and the Issuer as of January 4, 1996 ("Funding Date").
ITEM 4. PURPOSE OF TRANSACTION
The purchases reported herein were made as an investment. Citadel may,
in the future, recommend or make additional purchases or sales of the subject
Securities on behalf of Nelson or Olympus.
Citadel has no present plans or proposals which would relate to or
result in transactions of the kind described in paragraphs (a) through (j) of
Item 4 of Rule 13D-101 of the Securities and Exchange Commission. However,
Citadel reserves the right to adopt such plans or proposals, subject to
applicable regulatory requirements, if any.
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 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 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, by virtue of its
status as the managing general partner of Nelson and the trading
manager for Olympus, Citadel may be deemed to be the beneficial
owner of 2,413,476 shares of Common Stock representing 15.54% of
the Issuer's Common Stock (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
$1.22).
Page 3 of 5 pages
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(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 December 30, 1996:
<TABLE>
<CAPTION>
Transaction Date Transacting Party Transaction Quantity Price
- ------------------- ----------------- ----------- -------- -----
<S> <C> <C> <C> <C>
November 4, 1996 Nelson Sell 18,300 1.87
November 4, 1996 Olympus Sell 18,300 1.87
November 5, 1996 Nelson Sell 4,500 1.76
November 5, 1996 Olympus Sell 4,500 1.76
November 5, 1996 Nelson Sell 16,250 1.75
November 5, 1996 Olympus Sell 16,250 1.75
November 15, 1996 Nelson Sell 2,500 2.25
November 15, 1996 Olympus Sell 2,500 2.25
November 22, 1996 Nelson Sell 2,950 2.21
November 22, 1996 Olympus Sell 2,950 2.21
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>
(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.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE COMPANY.
Nelson and Olympus have the right to receive any dividends from and the
proceeds from the sale of the Convertible Securities and Common Stock held by
them. As described in Item 3 above, Citadel is the managing general partner of
Nelson and the trading manager for Olympus. As a result, Citadel has the power
to vote and dispose of the Convertible Securities, the Common Stock into which
the Convertible Securities are convertible and the Common Stock held by Nelson
and Olympus.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
No exhibits are required to be filed as part of this Schedule 13D.
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: December 31, 1996 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,
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its manager
Page 5 of 5 Pages
