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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE
13G
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(Rule
13d-102)
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Information
Statement Pursuant to Rules 13d-1 and 13d-2
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Under
the Securities Exchange Act of 1934
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(Amendment
No. 5)*
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Photronics,
Inc.
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(Name
of Issuer)
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Common
Stock
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(Title
of Class of Securities)
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719405102
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(CUSIP
Number)
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December
31, 2006
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Date
of Event Which Requires Filing of the
Statement
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Check
the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
o
Rule
13d-1(b)
x
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
11
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CUSIP
NO.
719405102
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13G
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Page 2 of 11 Pages |
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1.
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NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel
Limited Partnership
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Illinois
limited partnership
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||
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE
VOTING POWER
0
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6.
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SHARED
VOTING POWER
2,962,513
shares
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7.
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SOLE
DISPOSITIVE POWER
0
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8.
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SHARED
DISPOSITIVE POWER
See
Row 6 above.
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above.
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately
6.6% as of the date of this filing
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12.
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TYPE
OF REPORTING PERSON
PN;
HC
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Page
2 of
11
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CUSIP
NO.
719405102
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13G
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Page 3 of 11 Pages |
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1.
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NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel
Investment Group, L.L.C.
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
limited liability company
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE
VOTING POWER
0
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6.
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SHARED
VOTING POWER
2,962,513
shares
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7.
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SOLE
DISPOSITIVE POWER
0
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||
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8.
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SHARED
DISPOSITIVE POWER
See
Row 6 above.
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above.
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
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||
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately
6.6% as of the date of this filing
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12.
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TYPE
OF REPORTING PERSON
OO;
HC
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Page
3 of
11
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CUSIP
NO.
719405102
|
13G
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Page 4 of 11 Pages |
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1.
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NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kenneth
Griffin
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
o
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.
Citizen
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE
VOTING POWER
0
|
|
|
6.
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SHARED
VOTING POWER
2,962,513
shares
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||
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7.
|
SOLE
DISPOSITIVE POWER
0
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||
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8.
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SHARED
DISPOSITIVE POWER
See
Row 6 above.
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||
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above.
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||
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10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES
o
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||
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11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately
6.6% as of the date of this filing
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||
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12.
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TYPE
OF REPORTING PERSON
IN;
HC
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||
Page
4 of
11
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CUSIP
NO.
719405102
|
13G
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Page 5 of 11 Pages |
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1.
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NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel
Equity Fund Ltd.
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
o
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||
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3.
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SEC
USE ONLY
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||
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands company
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE
VOTING POWER
0
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|
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6.
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SHARED
VOTING POWER
2,962,513
shares
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||
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7.
|
SOLE
DISPOSITIVE POWER
0
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||
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8.
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SHARED
DISPOSITIVE POWER
See
Row 6 above.
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||
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above.
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||
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10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES
o
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||
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11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately
6.6% as of the date of this filing
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12.
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TYPE
OF REPORTING PERSON
CO
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Page
5 of
11
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CUSIP
NO.
719405102
|
13G
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Page 6 of 11 Pages |
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1.
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NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel
Derivatives Group LLC
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
o
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3.
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SEC
USE ONLY
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||
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
limited liability company
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||
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5.
|
SOLE
VOTING POWER
0
|
|
|
6.
|
SHARED
VOTING POWER
2,962,513
shares
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||
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
||
|
8.
|
SHARED
DISPOSITIVE POWER
See
Row 6 above.
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||
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above.
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||
|
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
6.6% as of the date of this filing
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||
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12.
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TYPE
OF REPORTING PERSON
OO;
BD
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Page
6 of
11
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CUSIP
NO.
719405102
|
13G
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Page 7 of 11 Pages |
| Item 1(a) |
Name
of Issuer: PHOTRONICS,
INC.
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1(b)
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Address
of Issuer’s Principal Executive
Offices:
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15
Secor Road
Brookfield,
Connecticut 06804
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Item
2(a)
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Name
of Person Filing1
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Item
2(b)
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Address
of Principal Business Office
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Item
2(c)
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Citizenship
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Citadel
Limited Partnership
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131
S. Dearborn Street
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32nd
Floor
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Chicago,
Illinois 60603
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Illinois
limited partnership
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Citadel
Investment Group, L.L.C.
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131
S. Dearborn Street
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32nd
Floor
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Chicago,
Illinois 60603
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Delaware
limited liability company
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Kenneth
Griffin
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131
S. Dearborn Street
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32nd
Floor
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Chicago,
Illinois 60603
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U.S.
Citizen
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Citadel
Equity Fund Ltd.
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c/o
Citadel Investment Group, L.L.C.
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131
S. Dearborn Street
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32nd
Floor
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Chicago,
Illinois 60603
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Cayman
Islands company
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Citadel
Derivatives Group LLC
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c/o
Citadel Investment Group, L.L.C.
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131
S. Dearborn Street
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32nd
Floor
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Chicago,
Illinois 60603
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Delaware
limited liability company
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______________________
1
Citadel
Wellington LLC, a Delaware limited liability company ("CW"), and Citadel
Kensington Global Strategies Fund Ltd., a Bermuda company ("CKGSF"),
collectively own 100% of Citadel Holdings Ltd., a Cayman Islands company
("CH"),
which owns 100% of Citadel Equity Fund Ltd. ("CEF"). None of CW, CKGSF
or CH has
any control over the voting or disposition of securities held by Citadel
Equity
Fund Ltd. CW and Citadel Limited Partnership collectively own 100% of
Citadel
Derivatives Group LLC, but CW does not have any control over the voting
or
disposition of securities held by Citadel Derivatives Group LLC.
Page
7 of
11
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CUSIP
NO.
719405102
|
13G
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Page 8 of 11 Pages |
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2(d)
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Title
of Class of Securities:
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Common
Stock, par value $0.01.
| 2(e) |
CUSIP
Number:
719405102
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Item
3
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If
this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or
(c),
check whether the person filing is
a:
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(a)
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[__]
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Broker
or dealer registered under Section 15 of the Exchange
Act;
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(b)
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[__]
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Bank
as defined in Section 3(a)(6) of the Exchange
Act;
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(c)
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[__]
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Insurance
company as defined in Section 3(a)(19) of the Exchange
Act;
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(d)
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[__]
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Investment
company registered under Section 8 of the Investment Company
Act;
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(e)
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[__]
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An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
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(f)
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[__]
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An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
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(g)
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[__]
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A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
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(h)
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[__]
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A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act;
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(i)
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[__]
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A
church plan that is excluded from the definition of an investment
company
under Section 3(c)(14) of the Investment Company
Act;
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(j)
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[__]
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Group,
in accordance with Rule
13d-1(b)(1)(ii)(J).
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| Item 4 |
Ownership:
|
CITADEL
LIMITED PARTNERSHIP
CITADEL
INVESTMENT GROUP, L.L.C.
KENNETH
GRIFFIN
CITADEL
EQUITY FUND LTD.
CITADEL
DERIVATIVES GROUP LLC
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(a)
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Amount
beneficially owned:
|
2,962,513
shares
Page
8 of
11
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CUSIP
NO.
719405102
|
13G
|
Page 9 of 11 Pages |
| (b) |
Percent
of Class:
|
Approximately
6.6% as of the date of this filing
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(c)
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Number
of shares as to which such person
has:
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(i)
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sole
power to vote or to direct the
vote:
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0
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(ii)
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shared
power to vote or to direct the
vote:
|
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See
Item 4(a) above.
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(iii)
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sole
power to dispose or to direct the disposition
of:
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0
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(iv)
|
shared
power to dispose or to direct the disposition
of:
|
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See
Item 4(a) above.
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Item
5
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Ownership
of Five Percent or Less of a Class:
|
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Not
Applicable.
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Item
6
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Ownership
of More than Five Percent on Behalf of Another
Person:
|
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Not
Applicable.
|
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Item
7
|
Identification
and Classification of the Subsidiary which Acquired the Security
Being
Reported on by the Parent Holding
Company:
|
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See
Item 2 above.
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Item
8
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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.
Page
9 of
11
|
CUSIP
NO.
719405102
|
13G
|
Page 10 of 11 Pages |
*
John C.
Nagel 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 February 24, 2006, and hereby incorporated by reference herein. The power
of
attorney was filed as an attachment to a filing by Citadel Limited Partnership
on Schedule 13G for Morgans Hotel Group Co.
Page
10
of 11
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CUSIP
NO.
719405102
|
13G
|
Page 11of 11 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 13th day of February, 2007
|
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, Director and
Associate General Counsel
CITADEL
DERIVATIVES GROUP LLC
By: Citadel
Limited Partnership,
its Managing Member
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 Counsel
CITADEL
INVESTMENT GROUP, L.L.C.
By:
/s/
John C.
Nagel
John C. Nagel, Director and
Associate General Counsel
|
Page
11
of 11