UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
BALLANTYNE OF OMAHA, INC.
(Name of Issuer)
COMMON STOCK, $.01 par value
(Title of Class of Securities)
058516105
(CUSIP Number)
January 31, 2005
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] 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 the
disclosures provided in a prior cover page.
The information required in 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).
CUSIP No. 058516105
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Pequot Capital Management, Inc.
06-1524885
2. Check the Appropriate Box if a Member of a Group
a. [ ]
b. [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Connecticut
Number of Shares Beneficially Owned by Each Reporting Person With:
5. Sole Voting Power: 1,353,200
6. Shared Voting Power: 0
7. Sole Dispositive Power: 1,353,200
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,353,200
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [ ]
11. Percent of Class Represented by Amount in Row (9): 10.45%
12. Type of Reporting Person (See Instructions): IA
Item 1. (a) Name of Issuer
Ballantyne of Omaha, Inc.
(b) Address of Issuer's Principal Executive Offices
4350 McKinley Street
Omaha, NE 68112
Item 2. (a) Name of Person Filing
Pequot Capital Management, Inc.
(b) Address of Principal Business Office or, if none, Residence
500 Nyala Farm Road, Westport, CT, 06880
(c) Citizenship
Pequot Capital Management, Inc. is a Connecticut
corporation.
(d) Title of Class of Securities
Common Stock, $.01 par value
(e) CUSIP Number
058516105
Item 3. This statement is filed pursuant to Rule 13d-1(b)(1)(ii)(E).
Pequot Capital Management, Inc. is an investment adviser registered
under Section 203 of the Investment Advisers Act of 1940.
Item 4. Ownership.
Ownership as of January 31, 2005 is incorporated herein by
reference from items (5) - (9) and (11) of the cover page of the
Reporting Person.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds
from the sale of, such securities, a statement to that effect
should be included in response to this item and, if such interest
relates to more than five percent of the class, such person should
be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the
beneficiaries of employee benefit plan, pension fund or endowment
fund is not required.
The Reporting Person is an investment adviser registered under Section
203 of the Investment Advisers Act of 1940 and, as such, has beneficial
ownership of the Common Stock which is the subject of this filing
through the investment discretion the Reporting Person exercises over
its clients' accounts.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of the 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 acquired in the ordinary
course of business and were not acquired for the purpose and do not
have the effect of changing or influencing the control of the issuer of
such securities and were not acquired in connection with or as a
participant in any transaction having such purpose or effect.
SIGNATURE
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.
February 9, 2005
Date
/s/ Aryeh Davis
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Signature
Aryeh Davis
Principal and General Counsel
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Name/Title