-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DoPH6Aw5Y4tOXRYzqSs8dFCWxQkHPmLoAuIY0QvMe+bgov7nAREKN8DDUfJJzEb0 ibSgYmd0w/OL4Ju9nNxmXw== 0000950131-96-005247.txt : 19961028 0000950131-96-005247.hdr.sgml : 19961028 ACCESSION NUMBER: 0000950131-96-005247 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961025 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CERPROBE CORP CENTRAL INDEX KEY: 0000725259 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 860312814 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-34824 FILM NUMBER: 96647721 BUSINESS ADDRESS: STREET 1: 600 S ROCKFORD DR CITY: TEMPE STATE: AZ ZIP: 85281 BUSINESS PHONE: 6029677885 MAIL ADDRESS: STREET 1: 600 S ROCKFORD DR CITY: TEMPE STATE: AZ ZIP: 85281 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CITADEL LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000931939 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 363754834 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 225 WEST WASHINGTON ST STREET 2: 9TH FL CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3126962100 MAIL ADDRESS: STREET 1: 225 W WASHINGTON ST STREET 2: STE 900 CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: CITADEL INVESTMENT MANAGEMENT LP /ADV DATE OF NAME CHANGE: 19960524 FORMER COMPANY: FORMER CONFORMED NAME: CITADEL INVESTMENT MANAGEMENT LP /ADV DATE OF NAME CHANGE: 19960524 SC 13D 1 SCHEDULE 13D ------------------------------- / OMB APPROVAL / ------------------------------- / OMB Number: 3235-0145 / / Expires: December 31, 1997 / / Estimated average burden / / hours per response... 14.90 / ------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Cerprobe Corporation ________________________________________________________________________________ (Name of Issuer) Common Stock, par value $.05 per share ________________________________________________________________________________ (Title of Class of Securities) 156787103 _______________________________________________________________ (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) October 16, 1996 _______________________________________________________________ (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 SCHEDULE 13D - ----------------------- CUSIP NO. 156787103 - ----------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel Limited Partnership FEIN No.: 36-3754834 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 AF - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 U.S. - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 Reporting person has voting and dispositive NUMBER OF power over shares of Series A Preferred Stock, which are convertible into 335,969 shares of SHARES Common Stock as of the date of the filing of this statement. BENEFICIALLY ----------------------------------------------------------- SHARED VOTING POWER OWNED BY 8 -0- EACH ----------------------------------------------------------- REPORTING SOLE DISPOSITIVE POWER 9 See item 7 above. PERSON WITH ----------------------------------------------------------- SHARED DISPOSITIVE POWER 10 -0- - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 See item 7 above. - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 6.88% as of the date of the filing of this statement. (Based on 4,545,922 shares of Common Stock issued and outstanding as of August 12, 1996, plus the Common Stock issuable upon the conversion of the securities referred to in item 7 above.) - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 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 This Schedule 13D is being filed in order to amend and restate in their entirety any and all prior filings by the reporting person with respect to the securities of the issuer set forth on the cover page hereto. The reporting person desires to disclose in this statement the formula pursuant to which its deemed beneficial ownership of the issuer's common stock may be determined as of any date based on fluctuations in the market price of the issuer's common stock. ITEM 1. SECURITY AND ISSUER This Schedule 13D relates to shares of common stock, par value $.05 per share ("Common Stock"), of Cerprobe Corporation ("Issuer") that are issuable to Nelson Partners, Ltd., a Bermuda exempted general partnership ("Nelson"), and Olympus Securities, Ltd., a Bermuda corporation ("Olympus"), upon conversion of Series A Preferred Stock, par value $.05 per share ("Convertible Securities"). The principal executive offices of the Issuer are located at 600 South Rockford Drive, Tempe, Arizona 85281. 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 Nelson and Olympus. Citadel has no beneficial ownership interest in any of the funds or other property of Nelson or Olympus, except for Citadel's interest as general partner of Nelson. Nelson and Olympus acquired an aggregate of $3,300,000 of Convertible Securities pursuant to Subscription Agreements between each of Nelson and Olympus and the Issuer dated as of January 5, 1996 ("Closing 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 the Convertible Securities and the shares of Common Stock into which the Convertible Securities are convertible. As of the date of the filing of this statement, Nelson and Olympus collectively owned Convertible Securities for which they originally paid $3,300,000 ("Stated Value"). 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 6% interest on the Stated Value of such securities from the Closing Date) by a conversion price ("Conversion Price"). The Conversion Price is equal to the lesser of (i) $16.55 ("Fixed Conversion Price") and (ii) the product of a discount ("Discount") and the average of the mean of the high and low price (as reported on the National Market System) of the Issuer's Common Stock (the "Mean Price") for each of the five trading days immediately preceding the Conversion Date. The Discount is equal to the sum of .9 and the difference between 1 and a fraction, the numerator of which is the average of the Mean Price of the Issuer's Common Stock for each of the five trading days Page 3 of 5 Pages immediately preceding the Conversion Date and the denominator of which is the average of the Mean Price of the Issuer's Common Stock for each of the fifteen trading days immediately preceding the Conversion Date; provided that the Discount may not be greater than 1 nor less than .9. As a result, if the Floating Conversion Price is less than the Fixed Conversion Price, the Conversion Price will fluctuate depending upon the Mean 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 of 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 335,969 shares of Common Stock representing 6.88% of the Issuer's Common Stock (based on 4,545,922 shares of Common Stock issued and outstanding as reported in the Issuer's most recently filed Form 10-Q SB and (ii) a Conversion Price equal to $10.2825). (b) Citadel has the sole power to vote and the sole power to dispose of the Convertible Securities and the shares of Common Stock into which the Convertible Securities are convertible on behalf of Nelson and Olympus. (c) No transactions with respect to the Issuer's common stock have been effected during the 60-day period ending October 15, 1996. (d) Nelson and Olympus, as the direct beneficial and legal owners of the Convertible Securities, 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 and the Common Stock into which the Convertible Securities are convertible. 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 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 and the Common Stock into which the Convertible Securities are convertible 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 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: October 24, 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, ---------------------- its manager Page 5 of 5 Pages -----END PRIVACY-ENHANCED MESSAGE-----