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.  1)*

 

Photronics, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

719405102

(CUSIP Number)

 

December 31, 2003

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 27

 

CUSIP NO.  719405102

13G

Page 2 of 27 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

60,002 shares of Common Stock

$23,000,000 in principal amount of the Company’s 2¼% Convertible Subordinated Notes (convertible into 1,447,564 shares of Common Stock)(1)

 

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 4.4% as of December 31, 2003 (based on 32,509,936 shares of Common Stock issued and outstanding as of December 31, 2003, plus the shares of Common Stock issuable upon the conversion of the Convertible Subordinated Notes referred to in Row 6 above).

 

 

12.

TYPE OF REPORTING PERSON*

PN; HC

 

(1)  See footnote 1 in Item 4.

 

Page 2 of 27

 

CUSIP NO.  719405102

13G

Page 3 of 27 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

60,002 shares of Common Stock

$23,000,000 in principal amount of the Company’s 2¼% Convertible Subordinated Notes (convertible into 1,447,564 shares of Common Stock)(1)

 

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 4.4% as of December 31, 2003 (based on 32,509,936 shares of Common Stock issued and outstanding as of December 31, 2003, plus the shares of Common Stock issuable upon the conversion of the Convertible Subordinated Notes referred to in Row 6 above).

 

 

12.

TYPE OF REPORTING PERSON*

PN; HC

 

(1)  See footnote 1 in Item 4.

 

Page 3 of 27

 

CUSIP NO.  719405102

13G

Page 4 of 27 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

60,002 shares of Common Stock

$23,000,000 in principal amount of the Company’s 2¼% Convertible Subordinated Notes (convertible into 1,447,564 shares of Common Stock)(1)

 

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 4.4% as of December 31, 2003 (based on 32,509,936 shares of Common Stock issued and outstanding as of December 31, 2003, plus the shares of Common Stock issuable upon the conversion of the Convertible Subordinated Notes referred to in Row 6 above).

 

 

12.

TYPE OF REPORTING PERSON*

OO; HC

 

(1)  See footnote 1 in Item 4.

 

Page 4 of 27

 

CUSIP NO.  719405102

13G

Page 5 of 27 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

60,002 shares of Common Stock

$23,000,000 in principal amount of the Company’s 2¼% Convertible Subordinated Notes (convertible into 1,447,564 shares of Common Stock)(1)

 

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 4.4% as of December 31, 2003 (based on 32,509,936 shares of Common Stock issued and outstanding as of December 31, 2003, plus the shares of Common Stock issuable upon the conversion of the Convertible Subordinated Notes referred to in Row 6 above).

 

 

12.

TYPE OF REPORTING PERSON*

IN; HC

 

(1)  See footnote 1 in Item 4.

 

Page 5 of 27

 

CUSIP NO.  719405102

13G

Page 6 of 27 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

60,002 shares of Common Stock

$23,000,000 in principal amount of the Company’s 2¼% Convertible Subordinated Notes (convertible into 1,447,564 shares of Common Stock)(1)

 

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 4.4% as of December 31, 2003 (based on 32,509,936 shares of Common Stock issued and outstanding as of December 31, 2003, plus the shares of Common Stock issuable upon the conversion of the Convertible Subordinated Notes referred to in Row 6 above).

 

 

12.

TYPE OF REPORTING PERSON*

PN; HC

 

(1)  See footnote 1 in Item 4.

 

Page 6 of 27

 

CUSIP NO.  719405102

13G

Page 7 of 27 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

60,002 shares of Common Stock

$23,000,000 in principal amount of the Company’s 2¼% Convertible Subordinated Notes (convertible into 1,447,564 shares of Common Stock)(1)

 

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 4.4% as of December 31, 2003 (based on 32,509,936 shares of Common Stock issued and outstanding as of December 31, 2003, plus the shares of Common Stock issuable upon the conversion of the Convertible Subordinated Notes referred to in Row 6 above).

 

 

12.

TYPE OF REPORTING PERSON*
CO; HC

 

(1)  See footnote 1 in Item 4.

 

Page 7 of 27

 

CUSIP NO.  719405102

13G

Page 8 of 27 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

60,002 shares of Common Stock

$23,000,000 in principal amount of the Company’s 2¼% Convertible Subordinated Notes (convertible into 1,447,564 shares of Common Stock)(1)

 

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 4.4% as of December 31, 2003 (based on 32,509,936 shares of Common Stock issued and outstanding as of December 31, 2003, plus the shares of Common Stock issuable upon the conversion of the Convertible Subordinated Notes referred to in Row 6 above).

 

 

12.

TYPE OF REPORTING PERSON*

CO; HC

 

(1)  See footnote 1 in Item 4.

 

Page 8 of 27

 

CUSIP NO.  719405102

13G

Page 9 of 27 Pages

 

 

1.

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

Aragon 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
Bermuda company

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH


5.


SOLE VOTING POWER

0

 

6.

SHARED VOTING POWER

60,002 shares of Common Stock

$23,000,000 in principal amount of the Company’s 2¼% Convertible Subordinated Notes (convertible into 1,447,564 shares of Common Stock)(1)

 

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 4.4% as of December 31, 2003 (based on 32,509,936 shares of Common Stock issued and outstanding as of December 31, 2003, plus the shares of Common Stock issuable upon the conversion of the Convertible Subordinated Notes referred to in Row 6 above).

 

 

12.

TYPE OF REPORTING PERSON*

CO

 

(1)  See footnote 1 in Item 4.

 

Page 9 of 27

 

CUSIP NO.  719405102

13G

Page 10 of 27 Pages

 

 

1.

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

Citadel Distressed and Credit Opportunity 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

60,002 shares of Common Stock

$23,000,000 in principal amount of the Company’s 2¼% Convertible Subordinated Notes (convertible into 1,447,564 shares of Common Stock)(1)

 

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 4.4% as of December 31, 2003 (based on 32,509,936 shares of Common Stock issued and outstanding as of December 31, 2003, plus the shares of Common Stock issuable upon the conversion of the Convertible Subordinated Notes referred to in Row 6 above).

 

 

12.

TYPE OF REPORTING PERSON*

CO; HC

 

(1)  See footnote 1 in Item 4.

 

Page 10 of 27

 

CUSIP NO.  719405102

13G

Page 11 of 27 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

60,002 shares of Common Stock

$23,000,000 in principal amount of the Company’s 2¼% Convertible Subordinated Notes (convertible into 1,447,564 shares of Common Stock)(1)

 

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 4.4% as of December 31, 2003 (based on 32,509,936 shares of Common Stock issued and outstanding as of December 31, 2003, plus the shares of Common Stock issuable upon the conversion of the Convertible Subordinated Notes referred to in Row 6 above).

 

 

12.

TYPE OF REPORTING PERSON*

CO

 

(1)  See footnote 1 in Item 4.

 

Page 11 of 27

 

CUSIP NO.  719405102

13G

Page 12 of 27 Pages

 

 

1.

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

Citadel Edison 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
0

 

7.

SOLE DISPOSITIVE POWER
0

 

8.

SHARED DISPOSITIVE POWER
0

 

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0

 

 

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

 

 

CERTAIN SHARES*

o

 

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.0%

 

 

12.

TYPE OF REPORTING PERSON*

 

CO; HC

 

Page 12 of 27

 

CUSIP NO.  719405102

13G

Page 13 of 27 Pages

 

 

1.

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

Citadel Edison Fund 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

 

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

5.

SOLE VOTING POWER

0

 

6.

SHARED VOTING POWER
0

 

7.

SOLE DISPOSITIVE POWER
0

 

8.

SHARED DISPOSITIVE POWER
0

 

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0

 

 

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

 

 

CERTAIN SHARES*

o

 

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.0%

 

 

12.

TYPE OF REPORTING PERSON*

PN; HC

 

Page 13 of 27

 

CUSIP NO.  719405102

13G

Page 14 of 27 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
0

 

7.

SOLE DISPOSITIVE POWER
0

 

8.

SHARED DISPOSITIVE POWER
0

 

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0

 

 

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

 

 

CERTAIN SHARES*

o

 

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.0%

 

 

12.

TYPE OF REPORTING PERSON*

CO

 

Page 14 of 27

 

CUSIP NO.  719405102

13G

Page 15 of 27 Pages

 

 

1.

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

Citadel Edison 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
0

 

7.

SOLE DISPOSITIVE POWER
0

 

8.

SHARED DISPOSITIVE POWER
0

 

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0

 

 

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

 

 

CERTAIN SHARES*

o

 

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.0%

 

 

12.

TYPE OF REPORTING PERSON*

CO

 

Page 15 of 27

 

CUSIP NO.  719405102

13G

Page 16 of 27 Pages

 

 

1.

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

Citadel Equity Opportunity 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
0

 

7.

SOLE DISPOSITIVE POWER
0

 

8.

SHARED DISPOSITIVE POWER
0

 

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0

 

 

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

 

 

CERTAIN SHARES*

o

 

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.0%

 

 

12.

TYPE OF REPORTING PERSON*

CO

 

Page 16 of 27

 

CUSIP NO.  719405102

13G

Page 17 of 27 Pages

 

 

1.

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

Citadel Equity Opportunity 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
0

 

7.

SOLE DISPOSITIVE POWER
0

 

8.

SHARED DISPOSITIVE POWER
0

 

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0

 

 

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

 

 

CERTAIN SHARES*

o

 

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.0%

 

 

12.

TYPE OF REPORTING PERSON*

CO; HC

 

Page 17 of 27

 

CUSIP NO.  719405102

13G

Page 18 of 27 Pages

 

 

1.

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

Citadel Equity Opportunity Fund 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

 

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

5.

SOLE VOTING POWER

0

 

6.

SHARED VOTING POWER
0

 

7.

SOLE DISPOSITIVE POWER
0

 

8.

SHARED DISPOSITIVE POWER
0

 

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0

 

 

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

 

 

CERTAIN SHARES*

o

 

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.0%

 

 

12.

TYPE OF REPORTING PERSON*

PN; HC

 

Page 18 of 27

 

CUSIP NO.  719405102

13G

Page 19 of 27 Pages

 

Item 1

(a)

Name of Issuer:    PHOTRONICS, INC.

 

 

 

1

(b)

Address of Issuer’s Principal Executive Offices

15 Secor Road
Brookfield, CT 06804

 

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 Kensington Global Strategies Fund Ltd.
c/o Citadel Investment Group, L.L.C.
131 S. Dearborn Street, 32nd Floor
Chicago, Illinois 60603
Bermuda company

 

Page 19 of 27

 

CUSIP NO.  719405102

13G

Page 20 of 27 Pages

 

 

 

 

 

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

 

 

Aragon Investments, Ltd.
c/o Citadel Investment Group, L.L.C.
131 S. Dearborn Street, 32nd Floor
Chicago, Illinois 60603
Bermuda company

 

 

Citadel Distressed and Credit Opportunity 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 Edison Fund Ltd.
c/o Citadel Investment Group, L.L.C.
131 S. Dearborn Street, 32nd Floor
Chicago, Illinois 60603
Cayman Islands company

 

 

Citadel Edison Fund L.P.
c/o Citadel Investment Group, L.L.C.
131 S. Dearborn Street, 32nd Floor
Chicago, Illinois 60603
Delaware limited partnership

 

 

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

 

Page 20 of 27

 

CUSIP NO.  719405102

13G

Page 21 of 27 Pages

 

 

 

 

 

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

 

 

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

 

 

Citadel Equity Opportunity Fund Ltd.
c/o Citadel Investment Group, L.L.C.
131 S. Dearborn Street, 32nd Floor
Chicago, Illinois 60603
Cayman Islands company

 

 

Citadel Equity Opportunity Fund L.P.
c/o Citadel Investment Group, L.L.C.
131 S. Dearborn Street, 32nd Floor
Chicago, Illinois 60603
Delaware limited partnership

 

 

 

2

(d)

Title of Class of Securities:

Common Stock, par value $0.01 per share

2

(e)

CUSIP Number:              719405102

 

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);

 

Page 21 of 27

 

CUSIP NO.  719405102

13G

Page 22 of 27 Pages

 

(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 KENSINGTON GLOBAL STRATEGIES FUND LTD.
CITADEL EQUITY FUND LTD.
ARAGON INVESTMENTS, LTD.
CITADEL DISTRESSED AND CREDIT OPPORTUNITY FUND LTD.
CITADEL CREDIT TRADING LTD.

(a)               Amount beneficially owned:

60,002 shares of Common Stock

$23,000,000 in principal amount of the Company’s 2¼% Convertible Subordinated Notes (convertible into 1,447,564 shares of Common Stock)(1)

(b)              Percent of Class:

Approximately 4.4% as of December 31, 2003 (based on 32,509,936 shares of Common Stock issued and outstanding as of December 31, 2003, plus the shares of Common Stock issuable upon the conversion of the Convertible Subordinated Notes referred to in item (a) above).

(c)               Number of shares as to which such person has:

(i)            sole power to vote or to direct the vote:

0

 

Page 22 of 27

 

CUSIP NO.  719405102

13G

Page 23 of 27 Pages

 

(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.

(1) The securities reported herein include (i) 60,002 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) and (ii) 1,447,564 shares of Common Stock that the Reporting Persons may acquire in the future through the conversion of $23,000,000 in principal amount of 2¼% Convertible Subordinated Notes which may be converted by the Reporting Persons at any time prior to and including April 15, 2008 into shares of the Common Stock at the conversion rate of 62.9376 shares per $1,000 principal amount, subject to adjustment upon certain dilutive events.

CITADEL EDISON FUND LTD.
CITADEL EDISON FUND L.P.
CITADEL JACKSON INVESTMENT FUND LTD.
CITADEL EDISON INVESTMENTS LTD.
CITADEL EQUITY OPPORTUNITY INVESTMENTS LTD.
CITADEL EQUITY OPPORTUNITY FUND LTD.
CITADEL EQUITY OPPORTUNITY FUND L.P.

 

(a)               Amount beneficially owned:

0

(b)               Percent of Class:

0.0%

(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:
0

 

Page 23 of 27

 

CUSIP NO.  719405102

13G

Page 24 of 27 Pages

(iii)       sole power to dispose or to direct the disposition of:
0

(iv)      shared power to dispose or to direct the disposition of:
0

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 24 of 27

 

CUSIP NO.  719405102

13G

Page 25 of 27 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 11th day of February, 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.,

CITADEL EQUITY FUND LTD.

 

its General Partner

 

 

 

 

By:

Citadel Limited Partnership,
its Portfolio Manager

By:

/s/ Adam C. Cooper

 

 

 

 

Adam C. Cooper, Senior Managing
Director and General Counsel

By:

GLB Partners, L.P.,
its General Partner

 

 

 

 

GLB PARTNERS, L.P.

 

 

 

 

 

 

By:

Citadel Investment Group, L.L.C.,
its General Partner

By:

Citadel Investment Group, L.L.C.,
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 KENSINGTON GLOBAL
STRATEGIES FUND LTD.

 

 

 

 

By:

Citadel Limited Partnership,
its General Partner

By:

Citadel Limited Partnership,
its Portfolio Manager

 

 

 

 

By:

GLB Partners, L.P.,
its General Partner

By:

GLB Partners, L.P.,
its General Partner

 

 

 

 

By:

Citadel Investment Group, L.L.C.,
its General Partner

By:

Citadel Investment Group, L.L.C.,
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 25 of 27

 

CUSIP NO.  719405102

13G

Page 26 of 27 Pages

 

CITADEL EDISON FUND LTD.

CITADEL EDISON FUND L.P.

 

 

 

 

By:

Citadel Limited Partnership,
its Portfolio Manager

By:

Citadel Limited Partnership,
its General Partner

 

 

 

 

By:

GLB Partners, L.P.,
its General Partner

By:

GLB Partners, L.P.,
its General Partner

 

 

 

 

By:

Citadel Investment Group, L.L.C.,
its General Partner

By:

Citadel Investment Group, L.L.C.,
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 JACKSON INVESTMENT
FUND LTD.

ARAGON INVESTMENTS, LTD.

 

 

 

 

By:

Citadel Limited Partnership,
its Portfolio Manager

By:

Citadel Limited Partnership,
its Portfolio Manager

 

 

 

 

By:

GLB Partners, L.P.,
its General Partner

By:

GLB Partners, L.P.,
its General Partner

 

 

 

 

By:

Citadel Investment Group, L.L.C.,
its General Partner

By:

Citadel Investment Group, L.L.C.,
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 EDISON INVESTMENTS LTD.

CITADEL EQUITY OPPORTUNITY
INVESTMENTS LTD.

 

 

 

 

By:

Citadel Limited Partnership,
its Portfolio Manager

By:

Citadel Limited Partnership,
its Portfolio Manager

 

 

 

 

By:

GLB Partners, L.P.,
its General Partner

By:

GLB Partners, L.P.,
its General Partner

 

 

 

 

By:

Citadel Investment Group, L.L.C.,
its General Partner

By:

Citadel Investment Group, L.L.C.,
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 26 of 27

 

CUSIP NO.  719405102

13G

Page 27 of 27 Pages

 

CITADEL EQUITY OPPORTUNITY
FUND LTD.

CITADEL EQUITY OPPORTUNITY
FUND L.P.

 

 

 

 

By:

Citadel Limited Partnership,
its Portfolio Manager

By:

Citadel Limited Partnership,
its General Partner

 

 

 

 

By:

GLB Partners, L.P.,
its General Partner

By:

GLB Partners, L.P.,
its General Partner

 

 

 

 

By:

Citadel Investment Group, L.L.C.,
its General Partner

By:

Citadel Investment Group, L.L.C.,
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 DISTRESSED AND CREDIT
OPPORTUNITY FUND LTD.

CITADEL CREDIT TRADING LTD.

 

 

 

 

By:

Citadel Limited Partnership,
its Portfolio Manager

By:

Citadel Limited Partnership,
its Portfolio Manager

 

 

 

 

By:

GLB Partners, L.P.,
its General Partner

By:

GLB Partners, L.P.,

its General Partner

 

 

 

 

By:

Citadel Investment Group, L.L.C.,
its General Partner

By:

Citadel Investment Group, L.L.C.,
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 27 of 27