|
CUSIP
NO.
G21161 10 7
|
Page
2 of 9
Pages
|
|
1.
|
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
|
||
|
Citadel
Limited Partnership
|
|||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
||
|
(a)
|
x
|
||
|
(b)
|
o | ||
|
|
|||
|
3.
|
SEC
Use Only
|
||
|
4.
|
Source
of Funds (See Instructions) AF
|
||
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e)
|
||
|
6.
|
Citizenship
or Place of Organization Illinois
|
||
|
7.
|
Sole
Voting Power 0
|
||
|
8.
|
Shared
Voting Power 3,333,333 shares(1)
|
||
|
9.
|
Sole
Dispositive Power 0
|
||
|
10.
|
Shared
Dispositive Power See Row 8 above.
|
||
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person See
Row 8 above.
|
||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
||
|
13.
|
Percent
of Class Represented by Amount in Row
(11) 8.8%(2)
|
||
|
14.
|
Type
of Reporting Person (See Instructions) PN;
HC
|
||
|
(1)
|
Includes
3,333,333 shares of the common stock of Issuer that may be acquired
upon
conversion of $60,000,000 in principal amount of the Issuer’s Convertible
Notes (as defined herein) beneficially owned by the Reporting
Persons.
|
| (2) |
Based
on 34,734,127 outstanding shares of the common stock of Issuer,
as
reported in Amendment No. 1 to the Issuer’s Annual Report on Form 10-K/A,
filed with the Securities and Exchange Commission on March 23,
2007.
|
|
CUSIP
NO.
G21161 10 7
|
Page 3
of 9
Pages
|
|
1.
|
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
|
||
|
Citadel
Investment Group, L.L.C.
|
|||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
||
|
(a)
|
x
|
||
|
(b)
|
o
|
||
|
3.
|
SEC
Use Only
|
||
|
4.
|
Source
of Funds (See Instructions) AF
|
||
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e)
|
||
|
6.
|
Citizenship
or Place of Organization Delaware
|
||
|
7.
|
Sole
Voting Power 0
|
||
|
8.
|
Shared
Voting Power 3,333,333 shares(3)
|
||
|
9.
|
Sole
Dispositive Power 0
|
||
|
10.
|
Shared
Dispositive Power See Row 8 above.
|
||
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person See
Row 8 above.
|
||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
8.8%(4)
|
||
|
14.
|
Type
of Reporting Person (See Instructions) OO;
HC
|
||
|
(3)
|
See
footnote 1 above.
|
|
(4)
|
See
footnote 2 above.
|
|
CUSIP
NO.
G21161 10 7
|
Page 4
of 9
Pages
|
|
1.
|
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
|
||
|
Citadel
Investment Group (Hong Kong) Limited
|
|||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
||
|
(a)
|
x
|
||
|
(b)
|
o
|
||
|
3.
|
SEC
Use Only
|
||
|
4.
|
Source
of Funds (See Instructions) AF
|
||
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e)
|
||
|
6.
|
Citizenship
or Place of Organization Hong Kong
|
||
|
7.
|
Sole
Voting Power 0
|
||
|
8.
|
Shared
Voting Power 3,333,333 shares(5)
|
||
|
9.
|
Sole
Dispositive Power 0
|
||
|
10.
|
Shared
Dispositive Power See Row 8 above.
|
||
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person See
Row 8 above.
|
||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
8.8%(6)
|
||
|
14.
|
Type
of Reporting Person (See Instructions)
CO
|
||
|
(5)
|
See
footnote 1 above.
|
|
(6)
|
See
footnote 2 above.
|
|
CUSIP
NO.
G21161 10 7
|
Page 5
of 9
Pages
|
|
1.
|
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
|
||
|
Kenneth
Griffin
|
|||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
||
|
(a)
|
x
|
||
|
(b)
|
o
|
||
|
3.
|
SEC
Use Only
|
||
|
4.
|
Source
of Funds (See Instructions) AF
|
||
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e)
|
||
|
6.
|
Citizenship
or Place of Organization United
States
|
||
|
7.
|
Sole
Voting Power 0
|
||
|
8.
|
Shared
Voting Power 3,333,333 shares(7)
|
||
|
9.
|
Sole
Dispositive Power 0
|
||
|
10.
|
Shared
Dispositive Power See Row 8 above.
|
||
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person See
Row 8 above.
|
||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
8.8%(8)
|
||
|
14.
|
Type
of Reporting Person (See Instructions) IN;
HC
|
||
|
(7)
|
See
footnote 1 above.
|
|
(8)
|
See
footnote 2 above.
|
|
CUSIP
NO.
G21161 10 7
|
Page 6
of 9
Pages
|
|
1.
|
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
|
||
|
Citadel
Equity Fund Ltd.
|
|||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
||
|
(a)
|
x
|
||
|
(b)
|
o
|
||
|
3.
|
SEC
Use Only
|
||
|
4.
|
Source
of Funds (See Instructions) WC
|
||
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e)
|
||
|
6.
|
Citizenship
or Place of Organization Cayman
Islands
|
||
|
7.
|
Sole
Voting Power 0
|
||
|
8.
|
Shared
Voting Power 3,333,333 shares(9)
|
||
|
9.
|
Sole
Dispositive Power 0
|
||
|
10.
|
Shared
Dispositive Power See Row 8 above.
|
||
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person See
Row 8 above.
|
||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
||
|
13.
|
Percent
of Class Represented by Amount in Row (11) 8.8%(10)
|
||
|
14.
|
Type
of Reporting Person (See Instructions)
CO
|
||
|
(9)
|
See
footnote 1 above.
|
|
(10)
|
See
footnote 2 above.
|
|
CUSIP
NO.
G21161 10 7
|
Page 7
of 9
Pages
|
|
This
Amendment No. 1 (this “13D Amendment”) amends the Schedule 13D filed on
February 26, 2007 (the “Original Schedule 13D”), by Citadel Limited
Partnership, an Illinois limited partnership (“CLP”), Citadel Investment
Group, L.L.C., a Delaware limited liability company (“CIG”), Citadel
Investment Group (Hong Kong) Limited, a Hong Kong company (“CIGHK”),
Kenneth Griffin, a natural person (“Griffin”) and Citadel Equity Fund
Ltd., a Cayman Islands Company (“CEF” and, collectively, together with
CLP, CIG, CIGHK and Griffin, the “Reporting Persons”), with respect to
shares of Common Stock, $0.0001 par value (the “Common Stock”), of China
Security & Surveillance Technology, Inc., a Delaware corporation (the
“Issuer”). The principal executive offices of the Issuer are located at
13/F, Shenzhen Special Zone Press Tower, Shennan Road, Futian,
Shenzhen,
China 100020. Capitalized terms used but not defined herein shall
have the
same meanings ascribed to such terms in the Original Schedule 13D.
Except
as specifically amended and supplemented by this 13D Amendment,
all
provisions of the Original Schedule 13D shall remain in full force
and
effect.
|
|
Item
4.
|
Purpose
of Transaction
|
|
This
13D Amendment amends Item 4 of the Original Schedule 13D by deleting
the
last three paragraphs thereto and replacing them with the following
text:
On
March 29, 2007, CEF, the Issuer, Safetech, CSST HK, Golden, Cheng
Feng,
CSST PRC and the Controlling Shareholders (collectively, the “Amendment
Parties”) entered into an agreement (the “Amendment”), pursuant to which
the Amendment Parties agreed to amend the Investor Rights Agreement
by
deleting Section 6 thereof. By removing this section from the Investor
Rights Agreement, the Amendment removes CEF’s right to designate a Board
Observer. A copy of the Amendment is attached hereto as Exhibit
99.7 and
incorporated herein by reference.
The
Reporting Persons plan to enter a transaction or transactions in
which it
disposes of the Convertible Notes while maintaining the Reporting
Persons’
current
equity exposure.
Except
as set forth herein, none of the Reporting Persons, nor, to the
knowledge
of the Reporting Persons, any individuals listed in response to
Item 2
hereof, has any present plans or proposals that would result in
or relate
to any of the transactions or changes listed in Items 4(a) through
4(j) of
Schedule 13D.
|
|
Item
5.
|
Interest
in Securities of the
Issuer
|
|
(a)
|
Number
of
|
Percentage
|
||
|
Shares
|
of
Shares
|
|||
|
3,333,333
shares(11)
|
8.8%(12)
|
| (b) |
Sole
power to vote or direct the vote: 0
|
| (11) |
Includes
3,333,333 shares of the common stock of Issuer that may be
acquired upon
conversion of $60,000,000 in principal amount of the Issuer’s Convertible
Notes (as defined herein) beneficially owned by the Reporting
Persons.
|
| (12) |
Based
on 34,734,127 outstanding shares of the common stock of Issuer,
as
reported in Amendment No. 1 to the Issuer’s Annual Report on Form 10-K/A,
filed with the Securities and Exchange Commission on March
23, 2007.
|
| (13) |
See
footnote 11 above.
|
| (14) |
See
footnote 11 above.
|
|
CUSIP
NO.
G21161 10 7
|
Page 8
of 9
Pages
|
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect
to Securities
of the Issuer
|
|
This
13D Amendment amends Item 6 of the Schedule 13D by adding the
following
paragraphs immediately after the third and fourth paragraphs
thereto,
respectively:
On
March 29, 2007, the Issuer, Safetech, CSST HK, Golden (with
respect to
Section 4.18(a) of the Indenture only), Cheng Feng (with respect
to
Section 4.18(a) of the Indenture only), CSST PRC (with respect
to Section
4.18(a) of the Indenture only) and The Bank of New York, as
trustee,
entered into a Supplemental Indenture (the “Supplemental Indenture”). The
Supplemental Indenture provides for the revision of certain
dollar amounts
set forth in the second sentence of Section 4.16 of the Indenture.
On
March 29, 2007, CEF
sent The Bank of New York a letter (the “Consent Letter”) evidencing its
consent to the execution of the Supplemental Indenture by the
parties
thereto. A
copy of the Supplemental Indenture is attached hereto as Exhibit
99.8 and
incorporated herein by reference. A copy of the Consent Letter
is attached
hereto as Exhibit 99.9 and incorporated herein by reference.
In
addition to the terms described in Item 4 hereof, the Amendment
to the
Investor Rights Agreement entered into by the Amendment Parties
also
provides for the deletion of Sections 3.6 and 5 to the Investor
Rights
Agreement. By removing these sections from the Investor Rights
Agreement,
the Amendment removes (i) CEF’s right to review and provide comments and
suggestions on the legal structures contemplated by Potential
Acquisitions
(as defined in the Investor Rights Agreement), and (ii) CEF’s right of
first refusal and tag-along rights for proposed sales by the
Controlling
Shareholders to any third party. In addition to the terms described
in
Item 4 and in this Item 6, the Amendment provides for certain
other
changes to Section 3 of the Investor Rights Agreement, as more
fully
described in the Amendment attached hereto. As a result of
the Amendment,
the Reporting Persons could no longer be deemed a group with
the
Controlling Shareholders, and therefore could no longer be
deemed to have
shared voting or investment power with respect to, or have
beneficial
ownership of, any shares of the Issuer’s common stock owned by the
Controlling Shareholders.
|
|
Item
7.
|
Material
to Be Filed as
Exhibits
|
| 99.7 |
Amendment
to the Investor Rights Agreement, dated March 29, 2007,
by and among CEF,
the Issuer, Safetech, CSST HK, Golden, Cheng Feng, CSST
PRC and the
Controlling Shareholders.
|
| 99.8 |
Supplemental
Indenture, dated March 29, 2007, by and among the Issuer,
Safetech, CSST
HK, Golden, Cheng Feng, CSST PRC and The Bank of New
York.
|
| 99.9 |
Consent
Letter, dated March 29, 2007, from CEF and acknowledged
and agreed to by
The Bank of New
York.
|
|
CUSIP
NO.
G21161 10 7
|
Page 9
of 9
Pages
|
|
KENNETH
GRIFFIN
By:
/s/
John C.
Nagel
John C. Nagel, attorney-in-fact*
CITADEL
INVESTMENT GROUP, L.L.C.
By:
/s/
John C.
Nagel
John C. Nagel, Director and Associate General
CounselCITADEL
LIMITED PARTNERSHIP
By: Citadel
Investment Group, L.L.C.,
its General Partner
By:
/s/
John C.
Nagel
John C. Nagel, Director and Associate General
Counsel |
CITADEL
EQUITY FUND LTD.
By: Citadel
Limited Partnership,
its Portfolio Manager
By: Citadel
Investment Group, L.L.C.,
its General Partner
By:
/s/
John C.
Nagel
John C. Nagel, Director and Associate General
CounselCITADEL
INVESTMENT GROUP (HONG KONG) LIMITED
By: Citadel
Investment Group, L.L.C.,
its Sole Shareholder
By:
/s/
John C.
Nagel
John C. Nagel, Director and Associate General
Counsel |