SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 5)
Under the Securities Exchange Act of 1934*
Exide Technologies
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(Name of Issuer)
Common Stock, $0.01 Par Value
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(Title of Class of Securities)
302051206
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(CUSIP Number)
Richard D. Holahan, Esq.
Assistant General Counsel
Soros Fund Management LLC
888 Seventh Avenue
33rd Floor
New York, New York 10106
(212) 262-6300
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Thomas M. Cerabino, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019-6099
(212) 728-8000
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 which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-(1)(f) or 240.13d-1(g), check
the following box [X].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 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).
Page 1 of 8
Exhibit Index Appears on Page 8
SCHEDULE 13D
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CUSIP No. 302051206 Page 2 of 8 pages
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------------- ------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Soros Fund Management LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
N/A
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
1,110,852
NUMBER OF --------- ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH --------- ------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
1,110,852
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
------------- ------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,110,852
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
------------- ------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
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14 TYPE OF REPORTING PERSON (See Instructions)
OO, IA
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SCHEDULE 13D
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CUSIP No. 302051206 Page 3 of 8 pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
George Soros (in the capacity described herein)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [ ]
(b) [X]
------------- ------------------------------------------------------------------
3 SEC USE ONLY
------------- ------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
N/A
------------- ------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
1,110,852
NUMBER OF --------- ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH --------- ------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
1,110,852
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
------------- ------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,110,852
------------- ------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
------------- ------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
------------- ------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IA
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This Amendment No. 5 supplementally amends the statement on Schedule 13D
previously filed on December 22, 2004 (as amended by Amendment No. 1 thereto
previously filed on January 11, 2005, Amendment No. 2 thereto previously filed
on February 28, 2005, Amendment No. 3 thereto previously filed on March 4, 2005
and Amendment No. 4 thereto previously filed on March 17, 2005, the "Schedule
13D," and collectively with this Amendment No. 5, the "Statement"). The
Statement relates to the Common Stock, par value $.01 per share (the "Shares")
and the Convertible Notes (as previously defined) of Exide Technologies, a
Delaware corporation (the "Issuer"). The Statement is being filed on behalf of
(1) Soros Fund Management LLC, a Delaware limited liability company ("SFM LLC"),
and (2) George Soros, a United States citizen. SFM LLC and Mr. Soros are
sometimes collectively referred to herein as the "Reporting Persons." Initially
capitalized terms used herein and not otherwise defined have the meanings
ascribed thereto in the Schedule 13D.
The Reporting Persons filed a statement on Schedule 13G on November 26,
2004 to report the acquisition of Shares which are the subject of the Statement,
as a result of which the Reporting Persons may be deemed to be the beneficial
owners of more than 5% of the outstanding Shares, and filed the original
Schedule 13D because, in connection with their ongoing evaluation of the
investment in the Issuer and their options with respect to such investment, they
decided to seek to meet with the board of directors and/or members of senior
management of the Issuer to indicate their views on issues relating to the
strategic direction undertaken by the Issuer and other matters of interest to
stockholders generally.
Item 2. Identity and Background
Item 2 of the Statement is hereby amended by deleting the fourth paragraph
of such Item in its entirety and replacing it with the following:
On December 27, 2002, Mr. Soros appealed a decision of the 11e Chambre du
Tribunal Correctionnel in Paris, France that fined him 2.2 million euros on
December 20, 2002 based on a finding of insider trading with respect to trading
in securities of Societe Generale in 1988. On March 24, 2005, the Paris Court of
Appeal affirmed the decision of the 11e Chambre du Tribunal Correctionnel. Mr.
Soros intends to file a further appeal at the French Cour de Cassation and, if
that appeal is not successful, an additional action with the European Court of
Justice. Mr. Soros has elected to provide the foregoing information on a
voluntary basis.
Item 5. Interest in Securities of the Issuer
Item 5 of the Statement is hereby amended and restated by deleting the
entirety of the text thereof and replacing it with the following:
(a) Each of SFM LLC and Mr. Soros may be deemed the beneficial owner for
purposes of Section 13(d) of the Securities Exchange Act of 1934 of the
1,110,852 Shares held for the account of Quantum Partners. This number consists
of (i) 823,000 Shares and (ii) 287,852 Shares issuable upon conversion of the
Convertible Notes. Such shares represent approximately 4.5% of the Shares.
(b) (i) SFM LLC, as principal investment manager for Quantum Partners, may
be deemed to have the sole power to direct the voting and disposition of the
1,110,852 Shares held for the account of Quantum Partners. This number consists
of (A) 823,000 Shares and (B) 287,852 Shares issuable upon conversion of the
Convertible Notes.
Page 4 of 8
(ii) Mr. Soros, by virtue of his position with SFM LLC, may be deemed
to have the sole power to direct the voting and disposition of the 1,110,852
Shares held for the account of Quantum Partners.
(c) The trading dates, number of shares sold and price per share for all
transactions by the Reporting Persons since the most recent amendment to the
Statement are set forth in Schedule I hereto. All such transactions were
over-the-counter sales for the account of Quantum Partners.
(d) The shareholders of Quantum Partners are entitled to receive, or have
the power to direct, the receipt of dividends from or the proceeds of sales of
the Shares held for the account of Quantum Partners, in accordance with their
ownership interests in Quantum Partners.
(e) The Reporting Persons ceased to own more than 5% of the Shares on May
19, 2005.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Item 6 of the Statement is hereby amended by adding the following paragraph
at the end thereof:
On May 17, 2005, May 18, 2005 and May 19, 2005, SFM LLC, for the account of
Quantum Partners, sold $7 million, $3 million and $2 million, respectively, of
the Issuer's 10 1/2% senior notes, due 2013. All such transactions were
over-the-counter sales.
Item 7. Material to be Filed as Exhibits
Exhibit A: Joint Filing Agreement by and among the Reporting Persons
(incorporated by reference to the Schedule 13D filed by the Reporting Persons on
December 22, 2004).
Exhibit B: Power of Attorney, dated as of March 11, 2005, granted by Mr.
George Soros in favor of Armando T. Belly, Jodye Anzalotta, Maryann Canfield,
Richard D. Holahan, Jr. and Robert Soros (incorporated by reference to the
Schedule 13D/A-4 filed by the Reporting Persons on March 17, 2005).
Exhibit C: Joint Plan of Reorganization of the Official Committees of
Unsecured Creditors and the Debtors, dated March 11, 2004 (incorporated by
reference to the Issuer's Current Report on Form 8-K filed on May 6, 2004).
Exhibit D: Letter dated January 11, 2005 from SFM LLC to the Issuer
(incorporated by reference to the Schedule 13D/A filed by the Reporting Persons
on January 11, 2005).
Exhibit E: Letter dated February 28, 2005 from SFM LLC to the Issuer
(incorporated by reference to the Schedule 13D/A-2 filed by the Reporting
Persons on February 28, 2005).
Exhibit F: Confidentiality Agreement executed on February 24, 2005 between
SFM LLC and the Issuer. (incorporated by reference to the Schedule 13D/A-2 filed
by the Reporting Persons on February 28, 2005).
Page 5 of 8
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.
May 20, 2005.
SOROS FUND MANAGEMENT LLC
By: /s/ Richard D. Holahan, Jr.
-------------------------------------
Name: Richard D. Holahan, Jr.
Title: Assistant General Counsel
GEORGE SOROS
By: /s/ Richard D. Holahan, Jr.
-------------------------------------
Name: Richard D. Holahan, Jr.
Title: Attorney-in-Fact
Page 6 of 8
Schedule I
Date of Transaction Shares Sold Price Per Share
------------------- ----------- ---------------
April 25, 2005 22,500 $ 12.1388
April 26, 2005 31,000 $ 12.3143
April 27, 2005 200 $ 12.15
May 6, 2005 5,000 $ 10.8162
May 17, 2005 250,000 $ 6.204
May 17, 2005 150,000 $ 6.814
May 18, 2005 15,600 $ 6.1548
May 19, 2005 75,000 $ 5.40
May 19, 2005 5,000 $ 5.407
May 19, 2005 95,000 $ 5.3632
May 20, 2005 50,000 $ 5.2245
Page 7 of 8
Exhibit Index
Exhibit Page
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Exhibit A Joint Filing Agreement, dated December 22, 2004, among N/A
Soros Fund Management LLC and George Soros
(incorporated by reference to the Schedule 13D filed by
the Reporting Persons on December 22, 2004).
Exhibit B Power of Attorney, dated as of March 11, 2005, granted N/A
by Mr. George Soros in favor of Armando T. Belly, Jodye
Anzalotta, Maryann Canfield, Richard D. Holahan, Jr. and
Robert Soros (incorporated by reference to the Schedule
13D/A-4 filed by the Reporting Persons on March 17, 2005).
Exhibit C Joint Plan of Reorganization of the Official Committees N/A
of Unsecured Creditors and the Debtors, dated March 11,
2004 (incorporated by reference to the Issuer's Current
Report on Form 8-K filed on May 6, 2004).
Exhibit D Letter dated January 11, 2005 from SFM LLC to Exide N/A
Technologies (incorporated by reference to the
Schedule 13D/A filed by the Reporting Persons on
January 11, 2005).
Exhibit E Letter dated February 28, 2005 from SFM LLC to Exide N/A
Technologies (incorporated by reference to the Schedule
13D/A-2 filed by the Reporting Persons on February 28,
2005).
Exhibit F Confidentiality Agreement executed on February 24, 2005 N/A
between SFM LLC and the Issuer (incorporated by reference
to the Schedule 13D/A-2 filed by the Reporting Persons on
February 28, 2005).
Page 8 of 8