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. 2)*
|
China
Security & Surveillance Technology, Inc.
|
(Name
of Issuer)
|
Common
Stock
|
(Title
of Class of Securities)
|
G21161107
|
(CUSIP
Number)
|
December
31, 2008
|
Date
of Event Which Requires Filing of the
Statement
|
[ ]
|
Rule
13d-1(b)
|
[X]
|
Rule
13d-1(c)
|
[ ]
|
Rule
13d-1(d)
|
CUSIP
NO. G21161107
|
13G
|
Page 2 of 13 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
|
||
3.
|
SEC
USE ONLY
|
||
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
limited liability company
|
||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
6.
|
SHARED
VOTING POWER
5,088,039
shares
|
||
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
|
||
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately
9.9%(1)
as of December 31, 2008
|
||
12.
|
TYPE
OF REPORTING PERSON
OO;
HC
|
(1)
|
Based
on 45,843,285 outstanding shares of the Common Stock of Issuer, as
reported in the Issuer’s Amended Quarterly Report on Form 10-Q/A for the
period ended September 30, 2008, as filed with the Securities and Exchange
Commission on December 5, 2008. As of December 31, 2008,
the Reporting Persons beneficially owned (i) $60,000,000 in principal
amount of 1.0% Guaranteed Senior Unsecured Convertible Notes due 2012 (the
“Prior Notes”) collectively convertible into 3,333,333 shares (the “Prior
Note Shares”) of Issuer’s Common Stock and (ii) $50,000,000 in principal
amount of 1.0% Guaranteed Senior Unsecured Convertible Notes due 2012 (the
“New Notes”, and together with the Prior Notes, the “Notes”) collectively
convertible into 2,118,644 shares (the “New Note Shares”, and together
with the Prior Note Shares, the “Note Shares”) of Issuer’s Common
Stock. Notwithstanding the foregoing, the number of shares
beneficially owned by the Reporting Persons is equal to 5,088,039 shares,
or 9.99% of the issued and outstanding shares of Common Stock of Issuer,
because pursuant to an Amended and Restated Investor Rights Agreement,
dated as of April 24, 2007, by and among Citadel Equity Fund Ltd., the
Issuer, certain of the Issuer’s subsidiaries and stockholders, in no event
shall the holder of any Note be entitled to convert any portion of such
Note for any number of Note Shares that, upon giving effect to such
conversion, would cause the aggregate number of shares of Common Stock of
Issuer owned by the Reporting Persons to exceed 9.99% of the outstanding
shares of Common Stock of Issuer immediately after giving effect to such
conversion.
|
CUSIP
NO. G21161107
|
13G
|
Page 3 of 13 Pages
|
1.
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel
Investment Group II, L.L.C.
|
||
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||
3.
|
SEC
USE ONLY
|
||
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
limited liability company
|
||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
6.
|
SHARED
VOTING POWER
5,088,039
shares
|
||
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
9.9%(2)
as of December 31, 2008
|
||
12.
|
TYPE
OF REPORTING PERSON
OO;
HC
|
(2)
|
See
footnote 1 above.
|
CUSIP
NO. G21161107
|
13G
|
Page 4 of 13 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
|
||
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
5,088,039
shares
|
||
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
9.9%(3)
as of December 31, 2008
|
||
12.
|
TYPE
OF REPORTING PERSON
PN;
HC
|
(3)
|
See
footnote 1 above.
|
CUSIP
NO. G21161107
|
13G
|
Page 5 of 13 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
|
||
3.
|
SEC
USE ONLY
|
||
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.
Citizen
|
||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
6.
|
SHARED
VOTING POWER
5,088,039
shares
|
||
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
9.9%(4)
as of December 31, 2008
|
||
12.
|
TYPE
OF REPORTING PERSON
IN;
HC
|
(4)
|
See
footnote 1 above.
|
CUSIP
NO. G21161107
|
13G
|
Page 6 of 13 Pages
|
1.
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel
Holdings II LP
|
||
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||
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
5,088,039
shares
|
||
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
9.9%(5)
as of December 31, 2008
|
||
12.
|
TYPE
OF REPORTING PERSON
PN;
HC
|
(5)
|
See
footnote 1 above.
|
CUSIP
NO. G21161107
|
13G
|
Page 7 of 13 Pages
|
1.
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel
Advisors LLC
|
||
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||
3.
|
SEC
USE ONLY
|
||
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
limited liability company
|
||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
6.
|
SHARED
VOTING POWER
5,088,039
shares
|
||
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
9.9%(6)
as of December 31, 2008
|
||
12.
|
TYPE
OF REPORTING PERSON
OO;
HC
|
(6)
|
See
footnote 1 above.
|
CUSIP
NO. G21161107
|
13G
|
Page 8 of 13 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
|
||
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
5,088,039
shares
|
||
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
9.9%(7)
as of December 31, 2008
|
||
12.
|
TYPE
OF REPORTING PERSON
CO
|
(7)
|
See
footnote 1 above.
|
CUSIP
NO. G21161107
|
13G
|
Page 9 of 13 Pages
|
Item
1(a)
|
Name
of Issuer:
|
|
1(b)
|
Address
of Issuer’s Principal Executive
Offices:
|
Item 2(a)
|
Name of Person Filing(8)
|
Item
2(b)
|
Address
of Principal Business Office
|
Item
2(c)
|
Citizenship
|
Citadel
Investment Group, L.L.C.
|
131
S. Dearborn Street
|
32nd
Floor
|
Chicago,
Illinois 60603
|
Delaware
limited liability company
|
Citadel
Investment Group II, L.L.C.
|
131
S. Dearborn Street
|
32nd
Floor
|
Chicago,
Illinois 60603
|
Delaware
limited liability company
|
Citadel
Limited Partnership
|
131
S. Dearborn Street
|
32nd
Floor
|
Chicago,
Illinois 60603
|
Delaware
limited partnership
|
Kenneth
Griffin
|
131
S. Dearborn Street
|
32nd
Floor
|
Chicago,
Illinois 60603
|
U.S.
Citizen
|
Citadel
Holdings II LP
|
c/o
Citadel Investment Group II, L.L.C.
|
131
S. Dearborn Street
|
32nd
Floor
|
Chicago,
Illinois 60603
|
Delaware
limited partnership
|
(8)
|
Citadel
Holdings Ltd., a Cayman Islands company (“CH”), is majority owned by
Citadel Kensington Global Strategies Fund Ltd., a Bermuda
company (“CKGSF”). Citadel Equity Fund
Ltd. (“CEF”) is a subsidiary of CH. CKGSF and CH do
not have control over the voting or disposition of securities held by
CEF.
|
CUSIP
NO. G21161107
|
13G
|
Page 10 of 13 Pages
|
Citadel
Advisors LLC
|
c/o
Citadel Investment Group II, L.L.C.
|
131
S. Dearborn Street
|
32nd
Floor
|
Chicago,
Illinois 60603
|
Delaware
limited liability company
|
Citadel
Equity Fund Ltd.
|
c/o
Citadel Investment Group, L.L.C.
|
131
S. Dearborn Street
|
32nd
Floor
|
Chicago,
Illinois 60603
|
Cayman
Islands company
|
|
2(d)
|
Title
of Class of Securities:
|
|
2(e)
|
CUSIP
Number:
|
G21161107
|
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)
|
[__]
|
Broker
or dealer registered under Section 15 of the Exchange
Act;
|
|
(b)
|
[__]
|
Bank
as defined in Section 3(a)(6) of the Exchange
Act;
|
|
(c)
|
[__]
|
Insurance
company as defined in Section 3(a)(19) of the Exchange
Act;
|
|
(d)
|
[__]
|
Investment
company registered under Section 8 of the Investment Company
Act;
|
|
(e)
|
[__]
|
An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
|
|
(f)
|
[__]
|
An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
|
|
(g)
|
[__]
|
A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
|
|
(h)
|
[__]
|
A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act;
|
|
(i)
|
[__]
|
A
church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company
Act;
|
|
(j)
|
[__]
|
Group,
in accordance with Rule
13d-1(b)(1)(ii)(J).
|
CUSIP
NO. G21161107
|
13G
|
Page 11 of 13
Pages
|
Item
4
|
Ownership:
|
|
(i)
|
sole
power to vote or to direct the
vote:
|
|
0
|
|
(ii)
|
shared
power to vote or to direct the
vote:
|
|
See
Item 4(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 4(a) above.
|
Item
5
|
Ownership
of Five Percent or Less of a Class:
|
Item
6
|
Ownership
of More than Five Percent on Behalf of Another
Person:
|
Item
7
|
Identification
and Classification of the Subsidiary which Acquired the Security Being
Reported on by the Parent Holding
Company:
|
(9)
|
See
footnote 1 above.
|
CUSIP
NO. G21161107
|
13G
|
Page 12 of 13
Pages
|
Item
8
|
Identification
and Classification of Members of the
Group:
|
Item
9
|
Notice
of Dissolution of Group:
|
Item
10
|
Certification:
|
CUSIP
NO. G21161107
|
13G
|
Page 13 of 13
Pages
|
KENNETH
GRIFFIN
By: /s/ John C.
Nagel
John C. Nagel, attorney-in-fact*
CITADEL
LIMITED PARTNERSHIP
By: Citadel
Investment Group, L.L.C.,
its
General Partner
By: /s/ John C.
Nagel
John C. Nagel, Authorized Signatory
CITADEL
INVESTMENT GROUP, L.L.C.
By: /s/ John C.
Nagel
John C. Nagel, Authorized Signatory
CITADEL
INVESTMENT GROUP II, L.L.C.
By: /s/ John C.
Nagel
John C. Nagel, Authorized Signatory
CITADEL
HOLDINGS II LP
By: Citadel
Investment Group II, L.L.C.,
its
General Partner
By: /s/ John C.
Nagel
John C. Nagel, Authorized Signatory
|
CITADEL
EQUITY FUND LTD.
By:
Citadel Advisors LLC,
its Portfolio Manager
By:
Citadel Holdings II LP,
its Sole Managing Member
By:
Citadel Investment Group II, L.L.C.,
its General Partner
By: /s/ John C.
Nagel
John C. Nagel, Authorized Signatory
CITADEL
ADVISORS LLC
By: Citadel
Holdings II LP,
its
Sole Managing Member
By: Citadel
Investment Group II, L.L.C.,
its
General Partner
By: /s/ John C.
Nagel
John C. Nagel, Authorized Signatory
|