sc13d

-----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, LfZvsUPLuNkScGqMQIHSV3XS+SN6M8ya/xMWHd0EdHO3vOqLA2WUDRpoqdg0SWV7 i71RVwYPpKtPo+J2thXlzQ== 0000950129-06-007166.txt : 20060717 0000950129-06-007166.hdr.sgml : 20060717 20060717170725 ACCESSION NUMBER: 0000950129-06-007166 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20060717 DATE AS OF CHANGE: 20060717 GROUP MEMBERS: D. E. SHAW & CO., L.L.C. GROUP MEMBERS: D. E. SHAW & CO., L.P. GROUP MEMBERS: D. E. SHAW LAMINAR PORTFOLIOS, L.L.C. GROUP MEMBERS: DAVID E. SHAW SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ONEIDA LTD CENTRAL INDEX KEY: 0000074585 STANDARD INDUSTRIAL CLASSIFICATION: JEWELRY, SILVERWARE & PLATED WARE [3910] IRS NUMBER: 150405700 STATE OF INCORPORATION: NY FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-07119 FILM NUMBER: 06965468 BUSINESS ADDRESS: STREET 1: C/O INTERNAL AUDITOR STREET 2: 163 -181 KENWOOD AVE CITY: ONEIDA STATE: NY ZIP: 13421 BUSINESS PHONE: 3153613636 MAIL ADDRESS: STREET 1: 163-181 KENWOOD AVENUE CITY: ONEIDA STATE: NY ZIP: 13421 FORMER COMPANY: FORMER CONFORMED NAME: ONEIDA COMMUNITY LTD DATE OF NAME CHANGE: 19680724 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DE SHAW LAMINAR PORTFOLIOS LLC CENTRAL INDEX KEY: 0001263972 IRS NUMBER: 010577802 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 120 W 45TH STREET STREET 2: TOWER 45, 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 SC 13D 1 h37882asc13d.htm SCHEDULE 13D sc13d


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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Oneida Ltd.

(Name of Issuer)

Common Stock, par value $1.00 per share

(Title of Class of Securities)

682505102

(CUSIP Number)

D. E. Shaw Laminar Portfolios, L.L.C.
Attn: Compliance Department
120 West Forty-Fifth Street
Floor 39, Tower 45
New York, NY 10036
212-478-0000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

Copies to:

Robb L. Tretter
Bracewell & Giuliani LLP
1177 Avenue of the Americas, 19^th Floor
New York, NY 10036-2714
212-508-6183

July 11, 2006

(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 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).


CUSIP No.		CUSIP No. 682505102		Page		1		of		10

NAMES OF REPORTING PERSONS:

D. E. Shaw Laminar Portfolios, L.L.C.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

FEIN 01-0577802

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) þ

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

Delaware

SOLE VOTING POWER:

NUMBER OF

-0-

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

1,057,500 ⁽¹⁾

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

-0-

WITH

SHARED DISPOSITIVE POWER:

1,057,500 ⁽¹⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

1,057,500 ⁽²⁾

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

2.3 %⁽²⁾

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

(1) Excludes 3,985,229 shares of common stock (the “Xerion Shares”) beneficially owned by Xerion Capital Partners LLC and its affiliates (“Xerion”) and which may be deemed to be beneficially owned by certain of its affiliates, with which the Reporting Person may be deemed to have formed a group solely as a result of the Letter of Intent described in Item 4.

(2) Excludes the Xerion Shares. The aggregate amount deemed to be beneficially owned by the Reporting Person would be 5,042,729 and the percent of class represented by the amount in Row (11) would be 10.8%, if the Xerion Shares were included.


CUSIP No.		682505102		Page		2		of		10

NAMES OF REPORTING PERSONS:

D. E. Shaw & Co., L.P.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

FEIN 13-3695715

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) þ

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

Delaware

SOLE VOTING POWER:

NUMBER OF

-0-

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

1,057,500 ⁽¹⁾

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

-0-

WITH

SHARED DISPOSITIVE POWER:

1,057,500 ⁽¹⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

1,057,500 ⁽²⁾

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

2.3 %⁽²⁾

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

IA, PN

(1) Excludes the Xerion Shares.


CUSIP No.		682505102		Page		3		of		10

NAMES OF REPORTING PERSONS:

D. E. Shaw & Co., L.L.C.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

FEIN 13-3799946

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) þ

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

Delaware

SOLE VOTING POWER:

NUMBER OF

-0-

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

1,057,500 ⁽¹⁾

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

-0-

WITH

SHARED DISPOSITIVE POWER:

1,057,500 ⁽¹⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

1,057,500 ⁽²⁾

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

2.3 %⁽²⁾

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

(1) Excludes the Xerion Shares.


CUSIP No.		682505102		Page		4		of		10

NAMES OF REPORTING PERSONS:

David E. Shaw

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) þ

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

United States

SOLE VOTING POWER:

NUMBER OF

-0-

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

1,057,500 ⁽¹⁾

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

-0-

WITH

SHARED DISPOSITIVE POWER:

1,057,500 ⁽¹⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

1,057,500 ⁽²⁾

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

2.3 %⁽²⁾

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

(1) Excludes the Xerion Shares.

TABLE OF CONTENTS


	Item 1. Security and the Issuer
	Item 2. Identity and Background
	Item 3. Source and Amount of Funds or Other Consideration
	Item 4. Purpose of Transaction
	Item 5. Interest in Securities of the Issuer
	Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
	Item 7. Material to be filed as Exhibits
SIGNATURES
Exhibit Index
Power of Attorney - D.E. Shaw & Co., Inc.
Power of Attorney - D.E. Shaw & Co. II, Inc.
Joint Filing Agreement
Letter of Intent

Item 1. Security and the Issuer

This statement on Schedule 13D relates to the common stock, par value $1.00 per share (“Common Stock”), of Oneida Ltd., a New York corporation (the “Issuer”), and is being filed pursuant to Rule 13d-1 under the Act. The principal executive offices of the Issuer are located at 163-181 Kenwood Avenue, Oneida, New York, 13421-2899. This Schedule 13D is being filed to report the entry into the Letter of Intent described in Item 4, including the fact that, solely as a result thereof, D. E. Shaw Laminar Portfolios, L.L.C., a Delaware limited liability company (“Laminar”), and Xerion Capital Partners LLC, a Delaware limited liability company (“XCP”), may be deemed to be a group for the reporting purposes of this Schedule 13D. XCP and its affiliates disclaim beneficial ownership of the shares of Common Stock beneficially owned by the Reporting Persons and the Reporting Persons disclaim beneficial ownership of the shares of Common Stock beneficially owned by XCP and its affiliates.

Item 2. Identity and Background

(a), (f) This statement is filed on behalf of Laminar, D. E. Shaw & Co., L.P., a Delaware limited partnership (“DESCO LP”), D. E. Shaw & Co., L.L.C., a Delaware limited liability company (“DESCO LLC”), and David E. Shaw, a citizen of the United States of America (David E. Shaw, together with Laminar, DESCO LP and DESCO LLC, collectively, the “Reporting Persons”). The Reporting Persons are filing jointly and the agreement among the Reporting Persons to file jointly is attached hereto as Exhibit 3 and incorporated herein by reference.

(b) The business address and principal office, as applicable, of all Reporting Persons is 120 West Forty-Fifth Street, Floor 39, Tower 45, New York, NY 10036.

(c) The principal business of Laminar is that of a limited liability company focusing primarily on distressed-securities related investment strategies. Laminar does not have any executive officers or directors. The principal business of DESCO LP is to act as an investment adviser to certain funds, including, without limitation, Laminar. The principal business of DESCO LLC is to act as managing member to certain funds, including, without limitation, Laminar. D. E. Shaw & Co., Inc., a Delaware corporation (“DESCO Inc.”), is the general partner of DESCO LP. D. E. Shaw & Co. II, Inc., a Delaware corporation (“DESCO II, Inc.”), is the managing member of DESCO LLC. David E. Shaw is the president and sole shareholder of DESCO Inc. and DESCO II, Inc.

(d), (e) During the last five years, neither any Reporting Person nor, to the best knowledge of any Reporting Person, any person named in Item 2, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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 violations with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

In acquiring 1,057,500 shares of Common Stock prior to July 11, 2006, Laminar expended approximately $97,960(excluding commissions) of its working capital.

Item 4. Purpose of Transaction

On July 11, 2006, Laminar and XCP entered into a Letter of Intent with the Issuer (the “Agreement”) with respect to the potential acquisition by a company controlled by XCP and its affiliates and/or Laminar and certain of its affiliates or designees of 100% of the equity interests of the Issuer as reorganized under a confirmed plan of reorganization under chapter 11 of the United States Bankruptcy Code. The Agreement is subject to the terms and conditions contained therein. Solely as a result of the Agreement, Laminar and XCP may be deemed to be a group for the reporting purposes of this Schedule 13D. The foregoing description of the Agreement is qualified in its entirety by reference to the terms of the Agreement, which is filed as Exhibit 4 hereto and is incorporated by reference herein.

Laminar purchased the shares of Common Stock for the purpose of investing in the Issuer. Laminar will review its investment in the shares of Common Stock from time to time and subject to applicable law and regulation and depending upon certain factors, including, without limitation, the financial performance of the Issuer, the availability and price of shares of Common Stock or other securities related to the Issuer, and other general market and investment conditions, Laminar may determine to:


		-		acquire through open market purchases or otherwise additional shares of Common Stock; or

		-		sell shares of Common Stock through the open market or otherwise.

Such transactions may take place at any time without prior notice. There can be no assurance, however, that any Reporting Persons will take any such action.

As part of Laminar’s ongoing review of its respective investment in Common Stock of the Issuer, Laminar will from time to time hold talks or discussions with, write letters to, and respond to inquiries from various parties, including, without limitation, the Issuer’s Board of Directors, management or representatives, other shareholders and other persons or entities regarding the Issuer’s affairs and strategic alternatives.

Item 5. Interest in Securities of the Issuer

(a), (b) Based upon the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended October 29, 2005, there were 46,631,924 shares of Common Stock outstanding as of December 7, 2005. The 1,057,500¹ shares of Common Stock


¹		Excludes the Xerion Shares. The aggregate amount deemed to be beneficially owned by Laminar would be 5,042,729 shares of Common Stock (approximately 10.8% of the total number of shares of Common

beneficially owned by Laminar (the “Subject Shares”) represent approximately 2.3%¹ of the outstanding shares of Common Stock. Laminar will have the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Subject Shares.

DESCO LP as Laminar’s investment adviser and DESCO LLC as Laminar’s managing member may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. As managing member of DESCO LLC, DESCO II, Inc. may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. As general partner of DESCO LP, DESCO, Inc. may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. None of DESCO LP, DESCO LLC, DESCO, Inc., or DESCO II, Inc., owns any shares of Common Stock of the Issuer directly and each such entity disclaims beneficial ownership of the Subject Shares.

David E. Shaw does not own any shares of the Issuer directly. By virtue of David E. Shaw’s position as president and sole shareholder of DESCO, Inc., which is the general partner of DESCO LP, and by virtue of David E. Shaw’s position as president and sole shareholder of DESCO II, Inc., which is the managing member of DESCO LLC, David E. Shaw may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares and, therefore, David E. Shaw may be deemed to be the beneficial owner of the Subject Shares. David E. Shaw disclaims beneficial ownership of the Subject Shares.

As of the date hereof, neither any Reporting Person, nor to the best knowledge of any Reporting Person, any of the persons set forth in Item 2, owns any shares of Common Stock other than the Subject Shares.

Clause (c) of Item 5 of Schedule 13D is not applicable.

(d) No person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Subject Shares.

Clause (e) of Item 5 of Schedule 13D is not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

On July 11, 2006, Laminar and XCP entered into the Agreement as described in Item 4 above. The information set forth in Item 4 above is incorporated herein by reference.

Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act), if the Xerion Shares were included as a result of the entry into the Letter of Intent described in Item 4.

Except for the matters described herein, neither the Reporting Persons nor, to the best knowledge of any Reporting Person, any of the persons listed in Item 2 has any contract, arrangement, understanding, or relationship with any person with respect to any securities of the Issuer.

Item 7. Material to be filed as Exhibits


Exhibit 1		Power of Attorney, granted by David E. Shaw relating to D.E. Shaw & Co., Inc., in favor of the signatories hereto, among others, dated February 24, 2004.

Exhibit 2		Power of Attorney, granted by David E. Shaw relating to D.E. Shaw & Co. II, Inc., in favor of the signatories hereto, among others, dated February 24, 2004.

Exhibit 3		Joint Filing Agreement, by and among the Reporting Persons, dated July 17, 2006.

Exhibit 4		Letter of Intent, dated as of July 13, 2006, among D.E. Shaw Laminar Portfolios, L.L.C., Xerion Capital Partners LLC, and Oneida, Ltd.

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct. Powers of Attorney, dated February 24, 2004, granted by David E. Shaw in favor of Julius Gaudio, among others, are attached hereto as Exhibit 1 and Exhibit 2 and incorporated herein by reference.

Dated: July 17, 2006


D. E. SHAW LAMINAR PORTFOLIOS, L.L.C. BY: D. E. SHAW & CO., L.L.C.,
	as managing member

	By:	/s/ Julius Gaudio
		Name: Julius Gaudio
		Title: Managing Director

D. E. SHAW & CO., L.P.
By:	/s/ Julius Gaudio
	Name:	Julius Gaudio
	Title:	Managing Director

D. E. SHAW & CO., L.L.C.
By:	/s/ Julius Gaudio
	Name:	Julius Gaudio
	Title:	Managing Director

DAVID E. SHAW
By:	/s/ Julius Gaudio
	Name:	Julius Gaudio
	Title:	Attorney-in-Fact for David E. Shaw

Exhibit Index


Exhibit 1		Power of Attorney, granted by David E. Shaw relating to D.E. Shaw & Co., Inc., in favor of the signatories hereto, among others, dated February 24, 2004.

Exhibit 2		Power of Attorney, granted by David E. Shaw relating to D.E. Shaw & Co. II, Inc., in favor of the signatories hereto, among others, dated February 24, 2004.

Exhibit 3		Joint Filing Agreement, by and among the Reporting Persons, dated July 17, 2006.

Exhibit 4		Letter of Intent, dated as of July 13, 2006, among D.E. Shaw Laminar Portfolios, L.L.C., Xerion Capital Partners LLC, and Oneida, Ltd.

EX-99.1 2 h37882aexv99w1.htm POWER OF ATTORNEY - D.E. SHAW & CO., INC. exv99w1

Exhibit 1

POWER OF ATTORNEY
FOR CERTAIN FILINGS
UNDER THE SECURITIES EXCHANGE ACT OF 1934

I, David E. Shaw, hereby make, constitute and appoint each of:

Anne Dinning,

Julius Gaudio,

Lou Salkind,

Stuart Steckler, and

Eric Wepsic,

acting individually, as my agent and attorney-in-fact, with full power of substitution, for the purpose of, from time to time, executing in my name and/or my capacity as President of D. E. Shaw & Co., Inc. (acting for itself or as the general partner of D. E. Shaw & Co., L. P., and general partner or managing member of other entities, any which in turn may be acting for itself or other entities) all documents, certificates, instruments, statement, other filings, and amendments to the forgoing (collectively, “documents”) determined by such person to be necessary or appropriate to comply with ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including without limitation Forms 3, 4, 5, 13D, 13F and 13G required to be filed with the Securities and Exchange Commission; and delivering, furnishing or filing any such documents with the appropriate governmental or regulatory authority. Any such determination shall be conclusively evidenced by such person’s execution, delivery, furnishing and/or filing of the applicable document.

This power of attorney shall be valid from the date hereof and replaces the power granted on February 5, 2001, which is hereby cancelled.

IN WITNESS HEREOF, I have executed this instrument as of the date set forth below.

Date: February 24, 2004

DAVID E. SHAW, as President of D. E. Shaw & Co., Inc.
/s/ David E. Shaw
New York, New York

EX-99.2 3 h37882aexv99w2.htm POWER OF ATTORNEY - D.E. SHAW & CO. II, INC. exv99w2

Exhibit 2

POWER OF ATTORNEY
FOR CERTAIN FILINGS
UNDER THE SECURITIES EXCHANGE ACT OF 1934

I, David E. Shaw, hereby make, constitute and appoint each of:

Anne Dinning,

Julius Gaudio,

Lou Salkind,

Stuart Steckler, and

Eric Wepsic,

acting individually, as my agent and attorney-in-fact, with full power of substitution, for the purpose of, from time to time, executing in my name and/or my capacity as President of D. E. Shaw & Co. II, Inc. (acting for itself or as the managing member of D. E. Shaw & Co., L. L. C., which in turn may be acting for itself or as the managing member of other entities) all documents, certificates, instruments, statement, other filings, and amendments to the forgoing (collectively, “documents”) determined by such person to be necessary or appropriate to comply with ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including without limitation Forms 3, 4, 5, 13D, 13F and 13G required to be filed with the Securities and Exchange Commission; and delivering, furnishing or filing any such documents with the appropriate governmental or regulatory authority. Any such determination shall be conclusively evidenced by such person’s execution, delivery, furnishing and/or filing of the applicable document.

This power of attorney shall be valid from the date hereof and replaces the power granted on February 5, 2001, which is hereby cancelled.

IN WITNESS HEREOF, I have executed this instrument as of the date set forth below.

Date: February 24, 2004

DAVID E. SHAW, as President of D. E. Shaw & Co. II, Inc.
/s/ David E. Shaw
New York, New York

EX-99.3 4 h37882aexv99w3.htm JOINT FILING AGREEMENT exv99w3

Exhibit 3

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $1.00 per share of Oneida Ltd., and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of this 17th day of July, 2006.


D. E. SHAW LAMINAR PORTFOLIOS, L.L.C. BY: D. E. SHAW & CO., L.L.C.,
	as managing member

	By:	/s/ Julius Gaudio
		Name: Julius Gaudio
		Title: Managing Director

D. E. SHAW & CO., L.P.
By:	/s/ Julius Gaudio
	Name:	Julius Gaudio
	Title:	Managing Director

D. E. SHAW & CO., L.L.C.
By:	/s/ Julius Gaudio
	Name:	Julius Gaudio
	Title:	Managing Director

DAVID E. SHAW
By:	/s/ Julius Gaudio
	Name:	Julius Gaudio
	Title:	Attorney-in-Fact for David E. Shaw

EX-99.4 5 h37882aexv99w4.htm LETTER OF INTENT exv99w4

Exhibit 4


D. E. Shaw Laminar Portfolios, L.L.C.		Xerion Capital Partners LLC
120 West 45^th Street		450 Park Avenue
39^th Floor, Tower 45		27^th Floor
New York, NY 10036		New York, NY 10022

July 11, 2006

The Board of Directors of Oneida
Oneida Ltd.
163-181 Kenwood Avenue
Oneida, NY 13421

By Email

Re: Proposal to Acquire Reorganized Oneida Ltd.

Gentlemen:

D.E. Shaw Laminar Portfolios, L.L.C. (“Laminar”) and Xerion Capital Partners LLC, on behalf of certain of its managed funds (“Xerion”, together with Laminar, “we”, “us” or “our” as the context so provides), are pleased to submit the following proposal to you, confirming our interest to acquire, through a new entity (“Buyer”) to be formed and funded by persons including us and/or our affiliates or designees (other than direct strategic competitors of Oneida Ltd., a New York corporation (the “Company”)) selected in our sole and absolute discretion, 100% of the equity interests of the Company, as reorganized (“Reorganized Oneida”) under a confirmed plan of reorganization (the “Proposed Plan”) pursuant to chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) containing the terms set forth in the Definitive Agreement (defined below). We hereby request that the Company confirm its undertaking to pursue such a transaction substantially on the terms described in Annex A and below (the “Proposed Transaction”) by signing and returning a copy of this letter to the senders at the address noted above by 11:59 p.m. EST on July 13, 2006. Capitalized terms used but not otherwise defined herein (or in Annex A) shall have the meaning ascribed to such terms in the Current Plan (defined in Annex A hereto)

Please be advised that we already have conducted due diligence on the Company’s business (the “Business”) based on publicly available information and are otherwise accordingly relatively familiar with the business, operations and management of the Business. We believe that our follow-up due diligence could be swiftly completed and that we can immediately commence the negotiation of the definitive purchase or funding agreement and other related and ancillary documents with respect to the Proposed Transaction (collectively, the “Definitive Agreement”). We also note that we have the

4-1

requisite funding to consummate the Proposed Transaction and that our proposal is not subject to any financing conditions.

Based upon the publicly available information concerning the Business, we believe that the Proposed Transaction could be consummated on the terms set forth in Annex A hereto and substantially as follows:

	1.		Limitations on Binding Obligations; No Prejudice. Other than as described in Sections 1 through 11 hereof and in the Access and Conduct of Business provisions of Annex A, this letter does not create any binding obligations and no binding commitment of the Company or Buyer to carry out the Proposed Transaction will be deemed to exist until and unless the Definitive Agreement described in Annex A has been duly executed and delivered, following which any commitment shall thereafter be subject to all conditions of the Definitive Agreement. For the avoidance of doubt, this proposal remains entirely subject to “follow-up” due diligence as determined by Buyer in its sole and absolute discretion, which due diligence Buyer expects to conduct during the period commencing on the date this letter is duly executed through and until the commencement of the proposed status conference, in the administratively consolidated chapter 11 bankruptcy cases of the Company and certain of its domestic subsidiaries (the “Chapter 11 Cases”), with the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”), on July 21, 2006, or as may otherwise be extended in writing by the parties hereto (the “Due Diligence Period”).

	2.		Non-Disclosure. We and the Company shall as promptly as practicable enter into a confidentiality agreement containing customary terms and conditions reasonably acceptable to Buyer (the “Confidentiality Agreement”).

	3.		Timing. We are prepared to move forward promptly and to devote the necessary resources toward a swift completion of our necessary due diligence and the execution of the Definitive Agreement. The Company shall provide access for such due diligence, as described under Access in Annex A during the Due Diligence Period.

	4.		Pre-Definitive Agreement Expense Reimbursement. If the Company receives any Competing Proposal (defined below) during the Due Diligence Period, and the Definitive Agreement is not entered into, upon the consummation of a Competing Proposal, the Company agrees that it shall reimburse as an administrative expense all of our reasonable, documented fees and expenses (including the reasonable fees and expenses of counsel) in connection with our due diligence and negotiations incurred from and after July 11, 2006 through the date this letter is terminated up to a maximum of $250,000 (the “Due Diligence Expenses”). If deemed necessary, the Company shall expeditiously seek an order of the Bankruptcy Court, in form and substance reasonably acceptable to us and Buyer, approving this letter, including the provisions above that such Due Diligence Expenses will be allowed administrative expense claims in the Chapter 11 Cases. The term “Competing Proposal” means a sale or disposition of all or any

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			significant part of the Business, the Company’s assets, or any equity or other securities or of any similar interest in the Company, whether through purchase, merger, consolidation, reorganization, rights offering, plan of reorganization or in any other manner other than pursuant to the Current Plan (as defined in Annex A).

	5.		Absolute Priority Rule. The Definitive Agreement will result in a plan of reorganization that, to the complete satisfaction of the Company, is confirmable under section 1129 of the Bankruptcy Code, including under the absolute priority rule.

	6.		Expiration. This letter will expire at the conclusion of the Due Diligence Period if the Definitive Agreement is not executed by Buyer and the Company. For the avoidance of doubt, the Company will be not be deemed to be in violation of this agreement or otherwise have acted in bad faith if, in its sole and absolute discretion, the Company elects not to enter into the Definitive Agreement because (i) in the good faith judgment of the Company’s board of directors, the Definitive Agreement will not result in a plan of reorganization that is confirmable under section 1129 of the Bankruptcy Code (including under the absolute priority rule) or (ii) the official committee of equity security holders appointed in the Chapter 11 Cases has not given the Company and Buyer reasonable assurance that it will support the Proposed Plan.

	7.		Withdrawal of Objection to Plan Exclusivity. During the Due Diligence Period and, if the Definitive Agreement is entered into, during the time that such agreement is in effect, Laminar and Xerion will withdraw, without prejudice, their objections to the Company maintaining or extending the exclusive period during which the Company may file a chapter 11 plan pursuant to section 1121(b) of the Bankruptcy Code.

	8.		Transaction Fees and Expenses. Except as provided herein, we and the Company will each be responsible for our respective legal and due diligence expenses, financial advisory fees and other costs and expenses associated with performing under this letter.

	9.		Entire Agreement. This letter and Annex A (including Exhibit 1 thereto) constitute the entire agreement between the parties and supersede all prior oral or written agreements or understanding, if any, with respect hereto.

	10.		Governing Law; Jurisdiction. This letter will be governed by and construed under the laws of the State of New York, without regard to conflict of law principles. The parties agree to submit to the initial jurisdiction of the Bankruptcy Court concerning any disputes arising hereunder.

	11.		Counterparts. This letter of intent may be executed in one or more counterparts, each of which will be deemed an original copy and all of which, when taken together, will be deemed to constitute one and the same agreement.

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We are very enthusiastic about this opportunity and look forward to a successful conclusion of the Proposed Transaction. We would like to note that we recognize and appreciate the efforts of management and the board of directors in achieving their success with the Business to date and look forward to working with management into the future.

[signatures on following page]

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If the foregoing appropriately sets forth our understandings, please sign and date in the spaces provided below and return an executed copy of this letter to us.


		Very truly yours,

		D. E. SHAW LAMINAR PORTFOLIOS, L.L.C.

		By:		/s/ Daniel Posner

		Name: Daniel Posner
		Title: Authorized Signatory

		XERION CAPITAL PARTNERS LLC

		By:		/s/ Daniel J. Arbess

		Name: Daniel J. Arbess
		Title: Managing Member


Accepted and Agreed:

ONEIDA LTD.

By:	/s/ Christopher N. Smith	Date: July 11, 2006

	Name: Christopher N. Smith
	Title: Chairman of the Executive Committee

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Annex A

SUMMARY OF TERMS OF THE PROPOSED TRANSACTION


Form of Proposed Transaction:		The Proposed Transaction will result in the issuance by the Company to Buyer of 100% of the equity interest of Reorganized Oneida in consideration of the Purchase Price (defined below). Such transaction would occur through a plan funding agreement providing for substantially similar treatment as outlined in the Company’s current plan of reorganization (the “Current Plan”), except that all claims, including the Secured Tranche B Claims, will be assumed or paid in full unless otherwise agreed to with a particular claimholder;¹ provided, however, that holders of the Secured PBGC Claim and the Unsecured PBGC Claims will receive substantially similar treatment as set forth in the Current Plan, unless otherwise agreed to or as determined by the Bankruptcy Court.

		Notwithstanding anything contained herein or in the letter agreement to the contrary, if the parties believe that the Proposed Transaction could be structured in manner consistent with the recovery set forth in the preceding paragraph, the parties will work together to structure the Proposed Transaction as a sale pursuant to section 363 of the Bankruptcy Code.

		Consistent with the foregoing, Buyer reserves the right to structure the Proposed Transaction in a tax-effective manner, so as to preserve to the extent feasible the Company’s current tax net operating losses (if not currently subject to restrictions on use due to a change of control or otherwise) or, in lieu thereof, to achieve a step-up in basis of the assets of the Business being acquired.

Buyer:		It is currently anticipated that during the period prior to the closing, Laminar and its affiliates will beneficially own more than 50% of Buyer’s outstanding equity interests and Xerion will own up to the balance of the Buyer’s outstanding equity interests.


¹		The Secured Tranche B Claims (plus all accrued and unpaid interest) will be paid in full, in cash.

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Purchase Price:	Buyer will fund at least $222.5 million (the “Purchase Price”) or otherwise an amount sufficient to pay in full, in cash, the Secured Tranche A Claims and the Secured Tranche B Claims, including any accrued and unpaid interest (including postpetition interest, fees, expenses and charges) not included in the foregoing plus the payment or assumption by Buyer of each of the following claims (as described and defined in the Current Plan):

		1.	Secured PBGC Claims (as set forth in the Current Plan, unless otherwise agreed or ordered by the Bankruptcy Court),

		2.	Administrative Claims (including, without limitation any fees or expenses in connection with the Exit Facility, which Buyer may keep, reject or replace in its sole and absolute discretion),

		3.	Priority Tax Claims,

		4.	Professional Fees,

		5.	all Obligations under the DIP Credit Agreement,

		6.	Other Secured Claims,

		7.	Other Priority Claims,

		8.	Specified Unsecured Claims, unless each holder of such claims agrees to a lesser or different treatment (with respect to the Unsecured PBGC Claims, as set forth in the Current Plan, unless otherwise agreed, or as ordered by the Bankruptcy Court),

		9.	General Unsecured Claims, and

		10.	amounts owed on account of the Company’s preferred Equity Interests.

	The Purchase Price assumes that, unless the parties otherwise agree, the Oneida Plan will be terminated and

A-2


		the Buffalo China Pension Plans will be retained.

		Attached as Exhibit 1 hereto is the Company’s estimate of the outstanding claims against the Company as of a proposed effective date (under the Current Plan) of July 29, 2006. Subject to Buyer’s right to protest or challenge any claim not listed under the heading “Stipulated Amount” on Exhibit 1, Buyer shall assume or satisfy in full each claim, in its finally determined amount (except with respect to the PBGC Claim, which will be treated as set forth in the Current Plan, unless otherwise agreed or ordered by the Bankruptcy Court), including any claim that Buyer protests or otherwise challenges but is finally judicially determined by the Bankruptcy Court or finally determined by another court of competent jurisdiction consistent with the Current Plan (or as may otherwise be proposed by Buyer in the Proposed Plan to the extent the Company so agrees) to be a valid claim, unless the holder of such claim agrees to a different treatment or the Bankruptcy Court or other applicable court orders otherwise.

		In addition, the Parties contemplate that the Proposed Plan will include an element of consideration for the Company’s common equity holders in connection with securing their approval of the Proposed Transaction and their withdrawal of any objections to the Plan as modified and consummated in accordance with this letter.

		Upon signing of the Definitive Agreement, Buyer would provide a good faith deposit in an amount to be mutually agreed; provided such amount shall not be less than 5% of the cash component of the Purchase Price.

Working Capital Facility		Buyer shall ensure that the Company will have reasonably sufficient working capital following consummation of the Proposed Transaction (after assumption/satisfaction of all claims against the Company and payment of the cash portion of the Purchase Price).

Management Terms		Buyer currently contemplates working with management to finalize the terms of employment and the management incentive plan, in each case mutually agreeable to the parties.

Superior Proposals:		3. No later than the second business day following

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		the execution of the Definitive Agreement, the Company will file with the Bankruptcy Court a motion seeking approval of the Definitive Agreement pursuant to an order reasonably acceptable to Buyer, which agreement and order will provide for customary auction procedures to consider superior proposals, including (x) customary bidding increments, reasonable break-up fee and expense reimbursement and good faith deposits and (y) the right to counter-bid and tender such fees and expense reimbursements.

		4. The Company will obtain approval of the bid procedures order by the Bankruptcy Court as promptly as reasonably practicable.

Confirmation/Sale Order:		5. Confirmation of the Proposed Plan or, if applicable, sale order approved by the Bankruptcy Court (the “Confirmation/ Sale Order”) will be in a form reasonably acceptable to the parties to the Definitive Agreement. The Company will obtain approval of such order as promptly as practicable following execution of the Definitive Agreement.

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Conditions:		The Proposed Transaction will be conditioned upon:

		(a) the parties having negotiated, executed and delivered the Definitive Agreement on mutually acceptable terms;

		(b) the absence of any material adverse change in the financial condition, assets, business, or properties of the Company and its subsidiaries taken as a whole, subject to customary carve-outs related to the announcement of the Proposed Transaction and the pendency of the Chapter 11 Cases;

		(c) customary releases and indemnification and exculpation provisions (including those contained in the Current Plan) in accordance with the Bankruptcy Code;

		(d) approvals or waivers from governmental authorities, including expiry of any waiting period under Hart-Scott-Rodino and the Confirmation/Sale Order being a final order; and

		(e) other reasonable customary closing conditions, including without limitation, the representations and warranties being true in all material respects and pre-closing covenants having been performed in all material respects.

Access:		The Company will permit Buyer and its agents and representatives reasonable access to its personnel, including all senior management personnel, properties, contracts, books and records, suppliers, customers and all other documents and data.

		All information obtained by Buyer pursuant to such access shall be subject to the Confidentiality Agreement.

Conduct of Business:		The Company will conduct itself in a reasonable manner consistent in nature, scope and magnitude with its past practice and will only take actions usually taken in the ordinary course, including taking into account the Chapter 11 Cases.

Representations and Warranties; Covenants:		In the Definitive Agreement, the Company and Buyer will make customary representations and warranties and will provide customary covenants and other protections.

		Buyer does not anticipate any material issues on the representations, warranties and covenants and would

A-5


		assume that, subject to due diligence, those contained in the proposed exit financing under the Current Plan would serve as a reasonable basis for those to be included in the Definitive Agreement.

Closing:		The closing and effectiveness will occur as soon as possible after receipt of any and all consents required in connection with the Proposed Transaction and the satisfaction of the other reasonable customary conditions to closing contained in the Definitive Agreement; provided, however, that the Definitive Agreement may be terminated and the Proposed Transaction may be abandoned if closing does not occur by the earlier of: (i) 90 days after the entry of the Confirmation/Sale Order; or (ii) December 31, 2006.

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EXHIBIT 1 TO ANNEX A

Claims Chart


	Company’s Estimated
Claim	Amount			Stipulated Amount
Secured Tranche A Claims	$	117,854,000	¹	$	117,854,000
Secured Tranche B Claims	$	107,324,000	²	$	107,324,000
Professional Fees	$	13,400,000			—
Exit Fee	$	3,700,000			—
DIP Working Capital	$	693,000	³		—
Priority Claims	$	8,737,401			—
PBGC Claim	$	50,825,110	⁴⁵	$	21,075,050	⁶⁷
Italian Guarantee Claim	$	1,402,738	⁸	$	1,402,738
General Unsecured Claims	$	6,738,868	⁹		—
Preferred Equity	$	2,200,000		$	2,200,000
Foreign Funded Debt	$	4,609,000	¹⁰	$	4,609,000

Total	$	317,484,117		$	254,464,788


¹		Includes principal amount of $115,267,000 and accrued postpetition interest (at the contractual non-default rate) through 7/29/06 of $2,587,000.

²		Includes principal amount of $100,225,000, accrued prepetition interest of $899,000 and accrued postpetition interest (at the contractual non-default rate) through 7/29/06 of $6,200,000.

³		Although the actual amount owed by the Debtors under the DIP Credit Agreement is anticipated to be $43,093,000, the amounts to be applied for repayment of the Secured Tranche A Claims ($25,300,000) and payment of the administrative expenses accrued in the Chapter 11 Cases ($17,100,000) have been subtracted to avoid duplication.

⁴		Includes accrued postpetition interest (at the federal judgment rate of 4.76%) through 7/29/06 of $860,110.

⁵		In the Current Plan, the PBGC will receive a $3 million promissory note on account of the PBGC Claim.

⁶		Includes accrued postpetition interest (at the federal judgment rate of 4.76%) through 7/29/06 of $356,650.

⁷		In the Current Plan, the PBGC will receive a $3 million promissory note on account of the PBGC Claim.

⁸		Includes accrued postpetition interest (at the federal judgment rate of 4.76%) through 7/29/06 of $23,738.

⁹		Not including general unsecured claims of approximately $9,278,500 disputed by the Debtors.

¹⁰		Although the actual amount of funded indebtedness owed by Oneida’s non-debtor foreign subsidiaries is anticipated to be $5,988,000, the principal amount of the Italian Guarantee Claim, $1,379,000 (which already is accounted for), has been subtracted to avoid duplication.

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