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)*
|
Radio One, Inc. |
(Name
of Issuer)
|
Class D Common Stock |
(Title
of Class of Securities)
|
75040P405 |
(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. 75040P405
|
13G
|
Page 2 of 17
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) x
(b) o
|
||
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
6,876,549
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
8.5%(1)
as of December 31, 2008.
|
||
12.
|
TYPE
OF REPORTING PERSON
OO;
HC
|
1
|
Based
on 80,481,225 outstanding shares of the Class D Common Stock of Issuer, as
reported in the Issuer’s Quarterly Report on Form 10-Q for the period
ended September 30, 2008, as filed with the Securities and Exchange
Commission on November 10,
2008.
|
CUSIP
NO. 75040P405
|
13G
|
Page 3 of 17
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
(a) x
(b) o
|
||
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
6,876,549
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
8.5%(2)
as of December 31, 2008.
|
||
12.
|
TYPE
OF REPORTING PERSON
OO;
HC
|
CUSIP
NO. 75040P405
|
13G
|
Page 4 of 17
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) x
(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
6,876,549
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
8.5%(3)
as of December 31, 2008.
|
||
12.
|
TYPE
OF REPORTING PERSON
PN;
HC
|
CUSIP
NO. 75040P405
|
13G
|
Page 5 of 17
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) x
(b) o
|
||
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
6,876,549
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
8.5%(4)
as of December 31, 2008.
|
||
12.
|
TYPE
OF REPORTING PERSON
IN;
HC
|
CUSIP
NO. 75040P405
|
13G
|
Page 6 of 17
Pages
|
1.
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel
Holdings I LP
|
||
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(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
6,876,549
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
8.5%(5)
as of December 31, 2008.
|
||
12.
|
TYPE
OF REPORTING PERSON
PN;
HC
|
CUSIP
NO. 75040P405
|
13G
|
Page 7 of 17
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
(a) x
(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
6,876,549
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
8.5%(6)
as of December 31, 2008.
|
||
12.
|
TYPE
OF REPORTING PERSON
PN;
HC
|
Cusip
No. 75040P405
|
13G
|
Page 8 of 17
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
(a) x
(b) o
|
||
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
6,876,549
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
8.5%(7)
as of December 31, 2008.
|
||
12.
|
TYPE
OF REPORTING PERSON
OO;
HC
|
CUSIP
NO. 75040P405
|
13G
|
Page 9 of 17
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) x
(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
6,876,549
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
8.5%(8)
as of December 31, 2008.
|
||
12.
|
TYPE
OF REPORTING PERSON
CO
|
CUSIP
NO. 75040P405
|
13G
|
Page 10 of 17
Pages
|
1.
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel
Derivatives Group LLC
|
||
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o
|
||
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
6,876,549
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
8.5%(9)
as of December 31, 2008.
|
||
12.
|
TYPE
OF REPORTING PERSON
OO;
BD
|
CUSIP
NO. 75040P405
|
13G
|
Page 11 of 17
Pages
|
1.
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel
Derivatives Trading Ltd.
|
||
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(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
6,876,549
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
8.5%(10)
as of December 31, 2008.
|
||
12.
|
TYPE
OF REPORTING PERSON
CO
|
CUSIP
NO. 75040P405
|
13G
|
Page 12 of 17
Pages
|
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 I LP
|
c/o
Citadel Investment Group II, L.L.C.
|
131
S. Dearborn Street
|
32nd
Floor
|
Chicago,
Illinois 60603
|
Delaware
limited partnership
|
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
|
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
|
11
|
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. Citadel Derivatives Group LLC (“CDG”) is majority owned by
Citadel Derivatives Group Investors, LLC, a Delaware limited liability
company (“CDGI”). CDGI does not have control over the
voting or disposition of securities held by CDG. Citadel
Derivatives Trading Ltd. (“CDT”) is majority owned by CLP Holdings LLC, a
Delaware limited liability company (“CLPH”). CLPH does not have
control over the voting or disposition of securities held by
CDT.
|
CUSIP
NO. 75040P405
|
13G
|
Page 13 of 17
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
|
Citadel
Derivatives Group LLC
|
c/o
Citadel Investment Group II, L.L.C.
|
131
S. Dearborn Street
|
32nd
Floor
|
Chicago,
Illinois 60603
|
Delaware
limited liability company
|
Citadel
Derivatives Trading Ltd.
|
c/o
Citadel Investment Group II, L.L.C.
|
131
S. Dearborn Street
|
32nd
Floor
|
Chicago,
Illinois 60603
|
Cayman
Islands company
|
|
(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;
|
CUSIP
NO. 75040P405
|
13G
|
Page 14 of 17
Pages
|
|
(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).
|
|
(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.
|
CUSIP
NO. 75040P405
|
13G
|
Page 15 of 17
Pages
|
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:
|
Item
8
|
Identification
and Classification of Members of the
Group:
|
Item
9
|
Notice
of Dissolution of Group:
|
Item
10
|
Certification:
|
CUSIP
NO. 75040P405
|
13G
|
Page 16 of 17
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
DERIVATIVES GROUP LLC
By: Citadel
Holdings I LP,
its
Manager
By: Citadel
Investment Group II, L.L.C.,
its
General Partner
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 I 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
INVESTMENT GROUP, L.L.C.
By: /s/ John C.
Nagel
John C. Nagel, Authorized Signatory
CITADEL
DERIVATIVES TRADING 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
|
CUSIP
NO. 75040P405
|
13G
|
Page 17 of 17
Pages
|
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
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
|