SC 13D/A 1 a2122568zsc13da.txt SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) Ergo Science Corporation -------------------------------------------------------------------------- (Name of Issuer) Common Stock, Par Value $.01 Per Share -------------------------------------------------------------------------- (Title of Class of Securities) 29481E-10-6 ----------------------------------------------------------- (CUSIP Number) Serena D. Moe Citigroup Inc. 425 Park Avenue New York, NY 10043 (212) 559-1000 -------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 6, 2003 ----------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this Exhibit Because of ss.ss.240.13d-1(e), 240.13d-1(f) oR 240.13d-1(g), check the following box. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties to whom copies are to be sent. *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).

*SEE INSTRUCTIONS BEFORE FILLING OUT!

*SEE INSTRUCTIONS BEFORE FILLING OUT! ** Represents shares directly beneficially owned by Court Square.

*SEE INSTRUCTIONS BEFORE FILLING OUT! ** Represents shares directly beneficially owned by Court Square.

*SEE INSTRUCTIONS BEFORE FILLING OUT! ** Represents shares directly beneficially owned by Court Square.

*SEE INSTRUCTIONS BEFORE FILLING OUT! ** Represents 45,000 shares directly beneficially owned by Court Square and 1,000 shares directly beneficially owned by other subsidiaries of Citigroup. Page 7 of 10 SCHEDULE 13D Item 1. SECURITY AND ISSUER. This Amendment No. 2 to Schedule 13D amends the Schedule 13D filed on September 11, 2000, and Amendment No. 1 thereto filed on August 28, 2003, relating to the Common Stock, par value $0.01 per share ("Common Stock"), of Ergo Science Corporation, a Delaware corporation (the "Company"). Except as otherwise described herein, the information contained in the original Schedule 13D and Amendment No. 1 thereto remains in effect and all capitalized terms shall have the meaning previously ascribed to them. Information given in response to each item in this Schedule 13D shall be deemed incorporated by reference in all other items. Item 2. IDENTITY AND BACKGROUND. Item 2 of the Schedule 13D is hereby amended and supplemented as follows: (a) This Statement on Schedule 13D is being filed by each of the following persons pursuant to Rule 13d-(1)(a) promulgated by the Securities and Exchange Commission (the "Commission") pursuant to Section 13 of the Securities and Exchange Act of 1934 (the "Act"): (i) Court Square Capital Limited, a Delaware corporation ("Court Square"), by virtue of its direct beneficial ownership of Common Stock, (ii) Citicorp Banking Corporation, a Delaware corporation ("Citicorp Banking"), by virtue of its ownership of all of the outstanding common stock of Court Square, (iii) Citicorp, a Delaware corporation ("Citicorp"), by virtue of its ownership of all of the outstanding common stock of Citicorp Banking (iv) Citigroup Holdings Company, a Delaware corporation ("Citigroup Holdings"), by virtue of its ownership of all of the outstanding common stock of Citicorp, and (v) Citigroup Inc., a Delaware corporation, by virtue of its ownership of all of the outstanding common stock of Citigroup Holdings (each, a "Reporting Person" and collectively, the "Reporting Persons"). Attached as Exhibit B is information concerning each executive officer and director of Court Square and Citigroup, the entity which, based on the holding company structure described above, ultimately controls Court Square. Exhibit B is incorporated into and made a part of this Statement on Schedule 13D. Page 8 of 10 Item 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby amended and supplemented as follows: The ownership calculations in Item 5 of this Schedule 13D are based upon the Reporting Persons holdings as of the date of this filing and the 5,813,856 shares of Common Stock outstanding, as reported in the Company's proxy statement filed on November 10, 2003. (a) Court Square directly beneficially owns 45,000 shares, or 0.8%, of the outstanding Common Stock. Citicorp Banking, Citicorp, Citigroup Holdings and Citigroup are filing this form solely because of the holding company structure described in Item 2(a) above, whereby Citicorp Banking controls Court Square, Citicorp controls Citicorp Banking, Citigroup Holdings controls Citicorp and Citigroup controls Citigroup Holdings. As a result of this structure, each of Citicorp Banking, Citicorp and Citigroup Holdings may be deemed to beneficially own the 45,000 shares, or 0.8%, of Common Stock directly held by Court Square. In addition, Citigroup may be deemed to beneficially own the 45,000 shares held by Court Square as well as 1,000 shares held by other Citigroup subsidiaries (together, 46,000 shares, or 0.8% of the Company's Common Stock). (b) As a result of the holding company structure described in Items 2(a) and 5(a) above, Court Square, Citicorp Banking, Citicorp, Citigroup Holdings and Citigroup may be deemed to share the voting and dispositive power of the 45,000 shares of Common Stock directly beneficially owned by Court Square. Citigroup may be deemed to share the voting and dispositive power of the 1,000 shares of Common Stock directly beneficially owned by certain subsidiaries of Citigroup. (c) Other than the transactions described below, neither the Reporting Persons nor, to the best knowledge of each Reporting Person, any of the persons named in Exhibit B to the Statement on Schedule 13D, has effected a transaction in shares of Common Stock during the past 60 days (excluding transactions that may have been effected by certain subsidiaries of Citigroup for managed accounts with funds provided by third party customers): On September 12, 2003, Court Square sold 58,000 shares of Common Stock in open market transactions at an average price of $1.81 per share. On November 6, 2003, Court Square sold 142,000 shares of Common Stock in open market transactions at an average price of $1.58 per share. On November 7, Court Square sold 16,233 shares of Common Stock in open market transactions at an average price of $1.63 per share. On November 12, Court Square sold 25,000 shares of Common Stock in open market transactions at an average price of $1.63 per share. On November 13, Court Square sold 18,000 shares of Common Stock in open market transactions at an average price of $1.65 per share. On September 12, 2003, the Reporting Persons ceased to beneficially own 5% of the outstanding Common Stock. Page 9 of 10 Item 7. MATERIAL TO BE FILED AS EXHIBITS. EXHIBIT DESCRIPTION Exhibit A Joint Filing Agreement by and among Court Square Capital Limited, Citicorp Banking Corporation, Citicorp, Citigroup Holdings Company and Citigroup Inc. Exhibit B Executive Officers and Directors of each of Court Square Capital Limited and Citigroup Inc. Page 10 of 10 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: November 14, 2003 COURT SQUARE CAPITAL LIMITED By: /s/ Anthony P. Mirra ------------------------ Name: Anthony P. Mirra Title: Vice President and Assistant Secretary CITICORP BANKING CORPORATION By: /s/ William H. Wolf ------------------------ Name: William H. Wolf Title: Vice President CITICORP By: /s/ Serena D. Moe ------------------------ Name: Serena D. Moe Title: Assistant Secretary CITIGROUP HOLDINGS COMPANY By: /s/ Serena D. Moe ------------------------ Name: Serena D. Moe Title: Assistant Secretary CITIGROUP INC. By: /s/ Serena D. Moe ------------------------ Name: Serena D. Moe Title: Assistant Secretary

ERGO SCIENCE CORP SC 13D/A