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. )*
|
ADC Telecommunications,
Inc.
|
(Name
of Issuer)
|
Common Stock
|
(Title
of Class of Securities)
|
000886309
|
(CUSIP
Number)
|
December 23, 2008
|
Date
of Event Which Requires Filing of the
Statement
|
o
|
Rule
13d-1(b)
|
x
|
Rule
13d-1(c)
|
o
|
Rule
13d-1(d)
|
Cusip
No. 000886309
|
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
5,813,555
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
5.7%(1)
as of the date of this filing
|
||
12.
|
TYPE
OF REPORTING PERSON
OO;
HC
|
(1)
|
Based on 96,446,996 outstanding
shares of the Common Stock of Issuer, as reported in the Issuer’s Form
10-K, as filed with the Securities and Exchange Commission on December 16,
2008.
|
Cusip
No. 000886309
|
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.
|
|
||
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
5,813,555
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
5.7%(2)
as of the date of this filing
|
||
12.
|
TYPE
OF REPORTING PERSON
OO;
HC
|
Cusip
No. 000886309
|
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.
|
|
||
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
5,813,555
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
5.7%(3)
as of the date of this filing
|
||
12.
|
TYPE
OF REPORTING PERSON
PN;
HC
|
Cusip
No. 000886309
|
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
5,813,555
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
5.7%(4)
as of the date of this filing
|
||
12.
|
TYPE
OF REPORTING PERSON
IN;
HC
|
Cusip
No. 000886309
|
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
5,813,555
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
5.7%(5)
as of the date of this filing
|
||
12.
|
TYPE
OF REPORTING PERSON
PN;
HC
|
Cusip
No. 000886309
|
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
5,813,555
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
5.7%(6)
as of the date of this filing
|
||
12.
|
TYPE
OF REPORTING PERSON
PN;
HC
|
Cusip
No. 000886309
|
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
5,813,555
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
5.7%(7)
as of the date of this filing
|
||
12.
|
TYPE
OF REPORTING PERSON
OO;
HC
|
Cusip
No. 000886309
|
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
5,813,555
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
5.7%(8)
as of the date of this filing
|
||
12.
|
TYPE
OF REPORTING PERSON
CO
|
Cusip
No. 000886309
|
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
5,813,555
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
5.7%(9)
as of the date of this filing
|
||
12.
|
TYPE
OF REPORTING PERSON
OO;
BD
|
Cusip
No. 000886309
|
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
5,813,555
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
5.7%(10)
as of the date of this filing
|
||
12.
|
TYPE
OF REPORTING PERSON
CO
|
Cusip
No. 000886309
|
13G
|
Page
12 of 17 Pages
|
Item
1(a)
|
Name
of Issuer:
|
ADC
Telecommunications, Inc.
|
1(b)
|
Address
of Issuer’s Principal Executive Offices:
|
|
13625 Technology
Drive
|
||
Eden Prairie, MN
55344-2252
|
||
Item
2(a)
|
Name
of Person Filing(11)
|
|
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 I LP
|
|
c/o
Citadel Investment Group II, L.L.C.
|
|
131
S. Dearborn Street
|
|
32nd
Floor
|
|
Chicago,
Illinois 60603
|
|
Delaware
limited partnership
|
Cusip
No. 000886309
|
13G
|
Page
13 of 17 Pages
|
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
|
|
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;
|
Cusip
No. 000886309
|
13G
|
Page
14 of 17 Pages
|
(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).
|
|
(i)
|
sole
power to vote or to direct the
vote:
|
|
0
|
(12)
|
See
footnote 1 above.
|
Cusip
No. 000886309
|
13G
|
Page
15 of 17 Pages
|
|
(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
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:
|
Cusip
No. 000886309
|
13G
|
Page
16 of 17 Pages
|
KENNETH
GRIFFIN
By:
/s/ Adam C.
Cooper
Adam
C. Cooper, attorney-in-fact*
CITADEL
LIMITED PARTNERSHIP
By: Citadel
Investment Group, L.L.C.,
its
General Partner
By: /s/ Adam C.
Cooper
Adam
C. Cooper, 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/ Adam C.
Cooper
Adam
C. Cooper, Authorized Signatory
CITADEL
INVESTMENT GROUP II, L.L.C.
By: /s/ Adam C.
Cooper
Adam
C. Cooper, Authorized Signatory
CITADEL
HOLDINGS I LP
By: Citadel
Investment Group II, L.L.C.,
its
General Partner
By: /s/ Adam C.
Cooper
Adam
C. Cooper, Authorized Signatory
|
CITADEL
EQUITY FUND LTD.
By: Citadel
Limited Partnership,
its
Portfolio Manager
By: Citadel
Investment Group, L.L.C.,
its
General Partner
By: /s/ Adam C.
Cooper
Adam
C. Cooper, Authorized Signatory
CITADEL
INVESTMENT GROUP, L.L.C.
By: /s/ Adam C.
Cooper
Adam
C. Cooper, 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/ Adam C.
Cooper
Adam
C. Cooper, Authorized Signatory
|
Cusip
No. 000886309
|
13G
|
Page
17 of 17 Pages
|
CITADEL
HOLDINGS II LP
By: Citadel
Investment Group II, L.L.C.,
its
General Partner
By: /s/ Adam C.
Cooper
Adam
C. Cooper, 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/ Adam C.
Cooper
Adam
C. Cooper, Authorized Signatory
|