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UNITED STATES |
OMB APPROVAL |
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SECURITIES AND EXCHANGE COMMISSION |
OMB Number: 3235-0145 |
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Washington, D.C. 20549 |
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SCHEDULE 13D |
Under the Securities Exchange Act
of 1934
(Amendment No. 4)*
Exide Technologies
(Name of Issuer)
Common Stock
(Title of Class of Securities)
302051206
(CUSIP Number)
Jeffrey L. Gendell
55 Railroad Avenue, 1st Floor
Greenwich, Connecticut 06830
(Name, Address and
Telephone Number of Person
Authorized to Receive Notices and Communications)
November 10, 2008
(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 schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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 persons 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).
CUSIP No. 302051206 |
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1. |
Names of Reporting Persons |
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Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
x |
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(b) |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
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Sole Voting Power |
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8. |
Shared Voting Power |
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9. |
Sole Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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CUSIP No. 302051206 |
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1. |
Names of Reporting Persons |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
x |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power |
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9. |
Sole Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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CUSIP No. 302051206 |
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1. |
Names of Reporting Persons |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
x |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power |
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9. |
Sole Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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CUSIP No. 302051206 |
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1. |
Names of Reporting Persons |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
x |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power |
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9. |
Sole Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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CUSIP No. 302051206 |
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1. |
Names of Reporting Persons |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
x |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power |
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9. |
Sole Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent of Class Represented
by Amount in Row (11)
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14. |
Type of Reporting Person
(See Instructions) |
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CUSIP No. 302051206 |
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1. |
Names of Reporting Persons |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
x |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power |
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9. |
Sole Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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CUSIP No. 302051206 |
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1. |
Names of Reporting Persons |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
x |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power |
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9. |
Sole Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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CUSIP No. 302051206 |
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1. |
Names of Reporting Persons |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
x |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power |
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9. |
Sole Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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9
CUSIP No. 302051206 |
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1. |
Names of Reporting Persons |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
x |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power |
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9. |
Sole Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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This Amendment No. 4 to Schedule 13D is being filed by the Reporting Persons to amend the Schedule 13D originally filed on June 29, 2006 (the Original 13D), as amended on September 20, 2006, August 30, 2007 and October 9, 2007 (the Original 13D, together with the amendments, the Schedule 13D).
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Item 1. |
Security and Issuer |
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This Schedule 13D relates to the common stock, par value $0.01 per share (the Common Stock), of Exide Technologies. (the Company). The Companys principal executive offices are located at 13000 Deerfield Parkway, Building 200 Alpharetta, Georgia 30004. |
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Item 2. |
Identity and Background |
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(a) This statement is filed by:
(i) Tontine Capital Partners, L.P., a Delaware limited partnership (TCP), with respect to the shares of Common Stock directly owned by it;
(ii) Tontine Capital Management, L.L.C., a Delaware limited liability company (TCM), with respect to the shares of Common Stock directly owned by each of TCP and T25 (as defined below);
(iii) Tontine Capital Overseas Master Fund, L.P. a Cayman Islands limited partnership (TMF) with respect to shares of Common Stock directly owned by it;
(iv) Tontine Capital Overseas GP, L.L.C., a Delaware limited liability company (TCO), with respect to shares of Common Stock owned by TMF;
(v) Tontine Partners, L.P., a Delaware limited partnership (TP), with respect to the shares of Common Stock directly owned by it;
(vi) Tontine Management, L.L.C., a Delaware limited liability company (TM), with respect to the shares of Common Stock directly owned by TP;
(vii) Tontine Overseas Associates, L.L.C., a Delaware limited liability company (TOA), with respect to the shares of Common Stock directly owned by Tontine Overseas Fund, Ltd., a Cayman Islands exempted company (TOF), and certain separately managed accounts, with respect to the shares of Common Stock directly owned by TOF and the separately managed accounts;
(viii) Tontine 25 Overseas Master Fund, L.P., a Cayman Islands limited partnership (T25), with respect to the shares of Common Stock directly owned by it; and
(ix) Jeffrey L. Gendell (Mr. Gendell) with respect to the shares of Common Stock directly owned by each of TCP, TMF, TP, TOF, T25 and the separately managed accounts.
TCP, TCM, TMF, TCO, TP, TM, TOA, T25 and Mr. Gendell are hereinafter sometimes collectively referred to as the Reporting Persons. Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
(b) The address of the principal business and principal office of each of TCP, TCM, TMF, TCO, TP, TM, TOA and T25 is 55 Railroad Avenue, 1st Floor, Greenwich, Connecticut 06830. The business address of Mr. Gendell is 55 Railroad Avenue, 1st Floor, Greenwich, Connecticut 06830.
(c) The principal business of each of TMF, TCP, TP and T25 is serving as a private investment limited partnership. The principal business of TCM is serving as the general partner of both TCP and T25. The principal business of TCO is serving as the general partner of TMF. The principal business of TM is serving as the general partner of TP. The principal business of TOA is that of an investment advisor engaging in the purchase and sale of securities on behalf of its clients. Mr. Gendell serves as the managing member of TCM, TCO, TM and TOA.
(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.
(f) Each of TCP and TP is a limited partnership organized under the laws of the State of Delaware. Each of TCO, TCM, TM and TOA is a limited liability company organized under the laws of the State of Delaware. Each of TMF and |
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T25 is a limited partnership organized under the laws of the Cayman Islands. Mr. Gendell is a United States citizen. |
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Item 3. |
Source and Amount of Funds or Other Consideration |
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Shares of Common Stock owned by the Reporting Persons were purchased with working capital and on margin. The Reporting Persons margin transactions are with UBS Securities LLC, on such firms usual terms and conditions. All or part of the shares of Common Stock directly owned by the Reporting Persons may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such bank(s) or brokerage firm(s) to the Reporting Persons. Such loans bear interest at a rate based upon the brokers call rate from time to time in effect. Such indebtedness may be refinanced with other banks or broker dealers. |
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Item 4. |
Purpose of Transaction |
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The Reporting Persons acquired the shares of Common Stock for investment purposes and in the ordinary course of business. One of the members of the Board of Directors of the Company is an employee of Tontine Associates, LLC, an affiliate of the Reporting Persons.
The Reporting Persons will begin to explore alternatives for the disposition of their equity interests in the Company, which alternatives may include, without limitation: (a) dispositions of Common Stock through open market sales, underwritten offerings and/or privately negotiated sales by the Reporting Persons, (b) a sale of the Company, or (c) distributions by the Reporting Persons of their equity interests in the Company to their respective investors. The Reporting Persons expect to engage in discussions with the Companys management and Board of Directors in the evaluation of such alternatives. As part of such process, the Reporting Persons (i) may encourage the Company to engage an investment banker or other financial advisor with respect to an underwritten offering of their equity interests, a sale of the Company or other strategic transaction involving the Company, (ii) may encourage third parties to consider an acquisition of their equity interests, an acquisition of the Company or other strategic transaction involving the Company, or (iii) may independently engage an investment banker or other financial advisor to assist the Reporting Persons with respect to the analysis and execution of various alternatives in connection with their holdings. In deciding which alternative or alternatives to pursue, the Reporting Persons will seek to maximize the value of their holdings in the Company. Accordingly, the disposition of the Reporting Persons holdings will be effected over time and in an orderly fashion. The timing, manner and aggregate amount of any such dispositions will be dependent on many factors, including, without limitation, market conditions, available prices, and the Reporting Persons ability to conduct sales in compliance with federal and state securities laws.
The disposition of the Reporting Persons holdings in the Company may result in changes to the size and/or composition of the Companys Board of Directors.
Although the forgoing represents the range of activities presently contemplated by the Reporting Persons with respect to the Company, it should be noted that the possible activities of the Reporting Persons are subject to change at any time. Accordingly, the Reporting Persons reserve the right to change their plans or intentions and to take any and all actions that they may deem to be in their best interests.
Except as set forth in the Schedule 13D, the Reporting Persons do not have any current intention, plan or proposal with respect to: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Companys business or corporate structure; (g) changes in the Companys charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange, if any, or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act, or (j) any action similar to any of those enumerated in items (a) through (i) above. |
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Item 5. |
Interest in Securities of the Issuer |
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The following disclosure of share ownership by the Reporting Persons is as of the date of this Amendment No. 4 to Schedule 13D.
A. Tontine Capital Partners, L.P.
(a) Aggregate number of shares beneficially owned: 9,831,729. Percentage: 13.0 %. The percentages used herein and in the rest of Item 5 are calculated based upon 75,426,204 shares of Common Stock of the Company issued and outstanding as of October 31, 2008, as disclosed in the Companys Quarterly Report on Form 10-Q filed with the SEC on November 6, 2008.
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 9,831,729
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 9,831,729
(c) TCP has not engaged in any transactions in Common Stock in the last 60 days.
(d) TCM, the general partner of TCP, has the power to direct the affairs of TCP, including decisions respecting the receipt of dividends from, and the disposition of the proceeds from the sale of, the shares. Mr. Gendell is the Managing Member of TCM and in that capacity directs its operations.
(e) Not applicable.
B. Tontine Capital Management, L.L.C.
(a) Aggregate number of shares beneficially owned: 11,009,469. Percentage: 14.6%.
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 11,009,469
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 11,009,469
(c) TCM has not engaged in any transactions in Common Stock in the last 60 days.
(d) Not applicable.
(e) Not applicable.
C. Tontine Capital Overseas Master Fund, L.P.
(a) Aggregate number of shares beneficially owned: 2,429,800. Percentage: 3.2%.
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 2,429,800
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 2,429,800
(c) TMF has not engaged in any transactions in Common Stock in the last 60 days.
(d) TCO the general partner of TMF, has the power to direct the affairs of TMF, including decisions respecting the receipt of dividends from, and the disposition of the proceeds from the sale of, the shares. Mr. Gendell is the Managing Member of TCO and in that capacity directs its operations.
(e) Not applicable.
D. Tontine Capital Overseas GP, L.L.C. |
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(a) Aggregate number of shares beneficially owned: 2,429,800. Percentage: 3.2%.
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 2,429,800
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 2,429,800
(c) TCO has not engaged in any transactions in Common Stock in the last 60 days.
(d) Not applicable.
(e) Not applicable.
E. Tontine Partners, L.P.
(a) Aggregate number of shares beneficially owned: 7,123,781. Percentage: 9.4%.
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 7,123,781
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 7,123,781
(c) TP has not engaged in any transactions in Common Stock in the last 60 days.
(d) TM, the general partner of TP, has the power to direct the affairs of TP, including decisions respecting the receipt of dividends from, and the disposition of the proceeds from the sale of, the shares. Mr. Gendell is the Managing Member of TM and in that capacity directs its operations.
(e) Not applicable. |
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F. Tontine Management, L.L.C.
(a) Aggregate number of shares beneficially owned: 7,123,781. Percentage: 9.4%.
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 7,123,781
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 7,123,781
(c) TM has not engaged in any transactions in Common Stock in the last 60 days.
(d) Not applicable.
(e) Not applicable.
G. Tontine Overseas Associates, L.L.C.
(a) Aggregate number of shares beneficially owned: 3,142,083. Percentage: 4.2%.
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 3,142,083
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 3,142,083
(c) TOA has not engaged in any transactions in Common Stock in the last 60 days.
(d) Each of the clients of TOA has the power to direct the receipt of dividends from or the proceeds of the sale of the shares of the Company. Mr. Gendell is the Managing Member of TOA and in that capacity directs its operations.
(e) Not applicable.
H. Tontine 25 Overseas Master Fund, L.P.
(a) Aggregate number of shares beneficially owned: 1,177,740. Percentage: 1.6%.
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 1,177,740
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 1,177,740
(c) T25 has not engaged in any transactions in Common Stock in the last 60 days.
(d) TCM, the general partner of T25, has the power to direct the affairs of T25, including decisions respecting the receipt of dividends from, and the disposition of the proceeds from the sale of, the shares. Mr. Gendell is the Managing Member of TCM and in that capacity directs its operations.
(e) Not applicable.
I. Jeffrey L. Gendell
(a) Aggregate number of shares beneficially owned: 23,705,133. Percentage: 31.4%.
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 23,705,133
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 23,705,133
(c) Mr. Gendell has not engaged in any transactions in Common Stock in the last 60 days.
(d) Not applicable. |
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(e) Not applicable. |
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
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Pursuant to a Registration Rights Agreement, dated as of September 18, 2006, by and among the between the Company, TCP, TP, TOA, TMF, Arklow Capital, LLC and Legg Mason Investment Trust, Inc. (the Registration Rights Agreement), on November 8, 2007, the Company filed a registration statement on Form S-3 registering the resale of 23,070,233 shares of Common Stock held by the Reporting Persons (the Registration Statement). The Registration Statement was declared effective on November 19, 2007. Pursuant to the Registration Rights Agreement, the Company has agreed to maintain the effectiveness of the Registration Statement until the Reporting Persons no longer hold any Registrable Securities. In addition, under the Registration Rights Agreement, the Reporting Persons have certain demand and piggyback registration rights.
The foregoing summary of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to Exhibit 1, which is incorporated by reference herein.
Except as described in the Schedule 13D, the Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Company, including but not limited to the transfer or voting of any of the securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. |
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Item 7. |
Material to be Filed as Exhibits |
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1. Registration Rights Agreement dated September 18, 2006, between Exide Technologies, Tontine Capital Partners, L.P., Tontine Partners, L.P., Tontine Overseas Associates, L.L.C., Tontine Capital Overseas Master Fund, L.P., Arklow Capital, LLC and Legg Mason Investment Trust, Inc. (incorporated by reference to Exhibit 10.1 to the Companys Report on Form 8-K dated September 19, 2006). |
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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.
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November 10, 2008 |
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Date |
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Signature |
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Name/Title |
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ATTENTION |
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Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
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