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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
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Exide Technologies |
(Name of Issuer)
Common Stock
(Title of Class of Securities)
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302051206 |
(CUSIP Number)
Sandell Asset Management Corp.
40 West 57th Street
26th Floor
New York, NY 10019
Attention : Michael Fischer, General Counsel
212-603-5700
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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May 17, 2005 |
(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.
Page 2 of 11 Pages
SCHEDULE 13D
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CUSIP No 302051206 |
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1 |
NAME OF REPORTING PERSON Castlerigg Master Investments Ltd. | |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o | |
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3 |
SEC USE ONLY | |
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4 |
SOURCE OF FUNDS WC | |
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5 |
CHECK BOX 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 British Virgin Islands | |
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NUMBER OF SHARES |
7 |
SOLE VOTING POWER |
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BENEFICIALLY OWNED |
8 |
SHARED VOTING POWER |
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BY EACH REPORT-ING |
9 |
SOLE DISPOSITIVE POWER |
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PERSON WITH |
10 |
SHARED DISPOSITIVE POWER |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
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14 |
TYPE OF REPORTING PERSON | |
Page 3 of 11 Pages
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1 |
NAME OF REPORTING PERSON Sandell Asset Management Corp. | |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o | |
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3 |
SEC USE ONLY | |
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4 |
SOURCE OF FUNDS AF | |
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5 |
CHECK BOX 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 British Virgin Islands | |
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NUMBER OF SHARES |
7 |
SOLE VOTING POWER |
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BENEFICIALLY OWNED |
8 |
SHARED VOTING POWER |
|
BY EACH REPORT-ING |
9 |
SOLE DISPOSITIVE POWER |
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PERSON WITH |
10 |
SHARED DISPOSITIVE POWER |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
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14 |
TYPE OF REPORTING PERSON CO | |
Page 4 of 11 Pages
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1 |
NAME OF REPORTING PERSON Castlerigg International Limited
| |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o | |
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3 |
SEC USE ONLY | |
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4 |
SOURCE OF FUNDS AF | |
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5 |
CHECK BOX 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 British Virgin Islands | |
|
NUMBER OF SHARES |
7 |
SOLE VOTING POWER |
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BENEFICIALLY OWNED |
8 |
SHARED VOTING POWER |
|
BY EACH REPORT-ING |
9 |
SOLE DISPOSITIVE POWER |
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PERSON WITH |
10 |
SHARED DISPOSITIVE POWER |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
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14 |
TYPE OF REPORTING PERSON CO | |
Page 5 of 11 Pages
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1 |
NAME OF REPORTING PERSON Castlerigg International Holdings Limited
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o | |
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3 |
SEC USE ONLY | |
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4 |
SOURCE OF FUNDS AF | |
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5 |
CHECK BOX 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 British Virgin Islands | |
|
NUMBER OF SHARES |
7 |
SOLE VOTING POWER |
|
BENEFICIALLY OWNED |
8 |
SHARED VOTING POWER |
|
BY EACH REPORT-ING |
9 |
SOLE DISPOSITIVE POWER |
|
PERSON WITH |
10 |
SHARED DISPOSITIVE POWER |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
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14 |
TYPE OF REPORTING PERSON CO | |
Page 6 of 11 Pages
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1 |
NAME OF REPORTING PERSON Thomas E. Sandell | |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o | |
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3 |
SEC USE ONLY | |
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4 |
SOURCE OF FUNDS AF | |
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5 |
CHECK BOX 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 Sweden | |
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NUMBER OF SHARES |
7 |
SOLE VOTING POWER |
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BENEFICIALLY OWNED |
8 |
SHARED VOTING POWER |
|
BY EACH REPORT-ING |
9 |
SOLE DISPOSITIVE POWER |
|
PERSON WITH |
10 |
SHARED DISPOSITIVE POWER |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
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14 |
TYPE OF REPORTING PERSON IN | |
Page 7 of 11 Pages
This is Amendment No. 8 to the Schedule 13D filed jointly by Castlerigg Master Investments Ltd., a British Virgin Islands company, Sandell Asset Management Corp., a British Virgin Islands company (“SAMC”), Castlerigg International Limited, a British Virgin Islands company, Castlerigg International Holdings Limited, a British Virgin Islands company, and Thomas E. Sandell, a citizen of Sweden (together, the “Reporting Persons”), on November 8, 2004 and amended by Amendment No. 1 filed on November 12, 2004, Amendment No. 2 on January 13, 2005, Amendment No. 3 on February 15, 2005, Amendment No. 4 on February 24, 2005, Amendment No. 5 on February 25, 2005, Amendment No. 6 on March 2, 2005 and Amendment No. 7 on March 17, 2005 (the initial Schedule 13D and all amendments thereto being referred to herein as the “Schedule 13D”). The following items in the Schedule 13D are hereby amended to include the following information:
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Persons sold (x) 1,230,287 shares of Exide common stock and (y) notes convertible into 172,711 shares of Exide common stock in the open market on May 17, 2005, and 1,203,931 shares of Exide common stock in the open market on May 18, 2005.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
After the sales on May 17, 2005 and May 18, 2005, the Reporting Persons no longer own any shares of Exide common stock. This is the Reporting Persons’ final amendment to the Schedule 13D and is an exit filing. A list of the transactions in Exide common stock that were effected by the Reporting Persons during the past sixty days ending on May 19, 2005 is attached hereto as Appendix XII.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
The following documents are filed as exhibits:
Appendix I: List of the transactions in Exide common stock that were effected by the Reporting
Persons during the past sixty days ending November 8, 2004.*
Appendix II: Joint Filing Agreement.*
Appendix III: Instruction C Person Information.*
Appendix IV: Letter to the Executive Committee of the Board of Directors of Exide
Technologies, dated November 10, 2004.**
Appendix V: Biographic information regarding Perry J. Lewis and Mark C. Demetree.***
Appendix VI: List of the transactions in Exide common stock that were effected by the
Reporting Persons during the past sixty days ending February 15, 2005.****
Appendix VII: List of the transactions in Exide common stock that were effected by the
Reporting Persons during the past sixty days ending February 23, 2005. *****
Page 8 of 11 Pages
Appendix VIII: Letter to the Chairman of the Board of Directors of Exide Technologies,
dated February 18, 2005. *****
Appendix IX: Letter to the Chairman of the Board of Directors of Exide Technologies, dated
February 23, 2005. *****
Appendix X: Confidentiality Agreement executed February 23, 2005. *****
Appendix XI: Powers of Attorney******
Appendix XII: List of the transactions in Exide common stock that were effected by the
Reporting Persons during the past sixty days ending May 19, 2005.
*Previously filed with the Schedule 13D filed on November 8, 2004.
**Previously filed with the 1st Amendment to the Schedule 13D filed on November 12, 2004.
***Previously filed with the 2nd Amendment to the Schedule 13D filed on January 13, 2005.
****Previously filed with the 3rd Amendment to the Schedule 13D filed on February 15, 2005.
*****Previously filed with the 4th Amendment to the Schedule 13D filed on February 24, 2005.
******Previously filed with the 7th Amendment to the Schedule 13D filed on March 17, 2005.
Page 9 of 11 Pages
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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Dated: May 19, 2005 |
CASTLERIGG MASTER INVESTMENTS LTD. |
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By: Sandell Asset Management Corp. |
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By: * |
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Thomas E. Sandell |
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SANDELL ASSET MANAGEMENT CORP. |
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By: * |
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Thomas E. Sandell |
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CASTLERIGG INTERNATIONAL LIMITED |
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By: Sandell Asset Management Corp. |
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By: * |
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Thomas E. Sandell |
Page 10 of 11 Pages
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CASTLERIGG INTERNATIONAL HOLDINGS LIMITED |
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By: Sandell Asset Management Corp. |
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By: * |
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Thomas E. Sandell |
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By: * |
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Thomas E. Sandell |
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*By: /s/ Michael R. Fischer |
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Name: Michael R. Fischer |
Page 11 of 11 Pages
APPENDIX XII
TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS
|
Date of transaction |
Person effecting transaction |
Amount of securities |
Price per share or unit |
Where and how the transaction was effected |
|
5/17/05 |
SAMC |
26,400 |
6.62 |
Regular market transaction |
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5/17/05 |
SAMC |
100,000 |
6.90 |
Regular market transaction |
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5/17/05 |
SAMC |
475,000 |
6.5097 |
Regular market transaction |
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5/17/05 |
SAMC |
200,000 |
6.0125 |
Regular market transaction |
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5/17/05 |
SAMC |
25,000 |
5.767 |
Regular market transaction |
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5/17/05 |
SAMC |
200,000 |
5.75 |
Regular market transaction |
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5/17/05 |
SAMC |
200,000 |
5.8374 |
Regular market transaction |
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5/17/05 |
SAMC |
3,887 |
6.7138 |
Regular market transaction |
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5/17/05 |
SAMC |
3,000,000 Notes |
42.00 |
Regular market transaction |
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5/18/05 |
SAMC |
350,000 |
6.0537 |
Regular market transaction |
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5/18/05 |
SAMC |
125,000 |
5.98 |
Regular market transaction |
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5/18/05 |
SAMC |
350,000 |
5.6976 |
Regular market transaction |
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5/18/05 |
SAMC |
26,700 |
6.0924 |
Regular market transaction |
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5/18/05 |
SAMC |
100,000 |
6.35 |
Regular market transaction |
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5/18/05 |
SAMC |
252,231 |
5.802 |
Regular market transaction |