-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MxupGVJlh0zc6P9TDd/TR4/hAjanEJMn2oouQJhMRSeSCEof5Ax3e6PD2sKeEB7P cCKRDQssay3iSWK/q1b59w== 0000072971-10-001031.txt : 20100913 0000072971-10-001031.hdr.sgml : 20100913 20100910181946 ACCESSION NUMBER: 0000072971-10-001031 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100913 DATE AS OF CHANGE: 20100910 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WELLS FARGO & CO/MN CENTRAL INDEX KEY: 0000072971 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 410449260 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 420 MONTGOMERY STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94163 BUSINESS PHONE: 6126671234 MAIL ADDRESS: STREET 1: WELLS FARGO & COMPANY STREET 2: 420 MONTGOMERY STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94163 FORMER COMPANY: FORMER CONFORMED NAME: NORWEST CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: NORTHWEST BANCORPORATION DATE OF NAME CHANGE: 19830516 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Rockwood Holdings, Inc. CENTRAL INDEX KEY: 0001315695 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 522277366 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80939 FILM NUMBER: 101067865 BUSINESS ADDRESS: STREET 1: 100 OVERLOOK CENTER CITY: PRINCETON STATE: NJ ZIP: 08540 BUSINESS PHONE: 609-514-0300 MAIL ADDRESS: STREET 1: 100 OVERLOOK CENTER CITY: PRINCETON STATE: NJ ZIP: 08540 SC 13G/A 1 wf_rockwoodhl-774415103x.htm







UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 4)

ROCKWOOD HLDGS INC
(Name of Issuer)

COM
(Title of Class of Securities)

774415103
(CUSIP Number)

August 31, 2010
(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. 774415103
Person 1
 1.(a) Names of Reporting Persons.
Wells Fargo and Company
 (b) Tax ID
41-0449260
 2.Check the Appropriate Box if a Member of a Group (See Instructions)
  (a)  []
  (b)  []
 3.SEC Use Only . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
 4.Citizenship or Place of Organization   Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power 3,359,687
6.  Shared Voting Power 136
7. Sole Dispositive Power 680,782
8. Shared Dispositive Power 1,567

9.Aggregate Amount Beneficially Owned by Each Reporting Person 3,611,742

10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

11. Percent of Class Represented by Amount in Row (9)  4.80 %

12. Type of Reporting Person (See Instructions)
HC

Item 1.
 (a)Name of Issuer
ROCKWOOD HLDGS INC
 (b)Address of Issuer's Principal Executive Offices
  100 OVERLOOK CENTER, PRINCETON, NJ 08540
Item 2.
 (a)Name of Person Filing
Wells Fargo and Company
 (b)Address of Principal Business Office or, if none, Residence
420 Montgomery Street, San Francisco, CA 94104
 (c)Citizenship
Delaware
 (d)Title of Class of Securities
COM
 (e)CUSIP Number
774415103
 
Item 3.If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78c)
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C 80a-8).
(e) [ ] An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);
(g) [X ] A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act
(12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an investment company under section
3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] A non-U.S.institution in accordance with 240.13d-1(b)(1)(ii)(J);
(k) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S.institution in accordance with 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ______________
 
Item 4.Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
  (a) Amount beneficially owned:  3,611,742
 (b) Percent of class:  4.80%
 (c)Number of shares as to which the person has:
  (i) Sole power to vote or to direct the vote 3,359,687
  (ii) Shared power to vote or to direct the vote  136
   (iii) Sole power to dispose or to direct the disposition of 680,782
   (iv) Shared power to dispose or to direct the disposition of 1,567
 
 
Item 5.Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.[X ].
 
Item 6.Ownership of More than Five Percent on Behalf of Another Person.
Not applicable
Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
See Exhibit B
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9.Notice of Dissolution of 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 and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that 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.

September 10, 2010
Date
/s/ Jane E. Washington
Signature
Jane E. Washington, VP Trust Operations
Name/Title
Exhibit A
EXPLANATORY NOTE

This Schedule 13G is filed by Wells Fargo & Company on its own behalf and on behalf of any subsidiaries listed in Exhibit B. Aggregate beneficial ownership reported by Wells Fargo & Company under Item 9 on page 2 is on a consolidated basis and includes any beneficial ownership separately reported herein by a subsidiary.
Exhibit B
The Schedule 13G to which this attachment is appended is filed by Wells Fargo & Company on behalf of the following subsidiaries:

Peregrine Capital Management, Inc. (1)
Wells Fargo Advisors Financial Network, LLC. (2)
Wells Fargo Advisors, LLC (2)
Wells Fargo Funds Management, LLC (1)
Wells Fargo Bank, N.A. (3)
Wells Capital Management Incorporated (1)

(1) Classified as a registered investment advisor in accordance with Regulation 13d-1(b)(1)(ii)(E).
(2) Classified as a broker dealer in accordance with Regulation 13d-1(b)(1)(ii)(A).
(3) Classified as a bank in accordance with Regulation 13d-1(b)(1)(ii)(B).
Exhibit C
Wells Fargo & Company (the "Parent Company") may be deemed to beneficially own 3,611,742 shares of the common stock, par value $0.01 ("Common Stock"), of Rockwood Holdings, Inc., consisting of 2,934,188 shares of Common Stock that Wells Fargo Bank, N.A. (the "Bank"), a subsidiary of the Parent Company, may be deemed to beneficially own as described below and 677,554 shares of Common Stock that other Parent Company subsidiaries may be deemed to beneficially own (see Exhbit B). Of the 2,934,188 shares of Common Stock that the Bank may be deemed to beneficially own, 2,927,665 shares are subject to a Voting Trust Agreement, dated as of January 11, 2006 (the "Agreement"), among the Bank, as trustee, and DLJ Merchant Banking Partners III, L.P., DLJ Offshore Partners III 1, C.V., DLJ Offshore Partners III 2, C.V., DLJ Offshore Partners III, C.V., DLJ MB Partners III GmbH & Co. KG, Millennium Partners II, L.P., MBP III Plan Investors, L.P. (each, including any other person or entity for which Trust Shares (a s defined below) are held by the Bank, a "Holder"), and Credit Suisse Securities (USA) LLC, formerly known as Credit Suisse First Boston LLC ("CSFB"). The following discussion of the Agreement is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 1 hereto and incorporated herein by reference.

 

 

Attention:Intentional misstatements or omissions of fact constitute Federal criminal violations
(See 18 U.S.C. 1001)
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