-----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, LVIJuZYf9DOZsVEvC4afIidJ0vqaRsJTGELsNYEBZwyp9+ZCzSeYWPpjXqRV8sI8 sGOctTAbb2cu2ss5kxlrAg== 0000895345-04-000833.txt : 20041112 0000895345-04-000833.hdr.sgml : 20041111 20041112152242 ACCESSION NUMBER: 0000895345-04-000833 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20041112 DATE AS OF CHANGE: 20041112 GROUP MEMBERS: CASTLERIGG INTERNATIONAL HOLDINGS LIMITED GROUP MEMBERS: CASTLERIGG INTERNATIONAL LIMITED GROUP MEMBERS: CASTLERIGG MASTER INVESTMENTS LTD. GROUP MEMBERS: SANDELL ASSET MANAGEMENT CORP. GROUP MEMBERS: THOMAS E. SANDELL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EXIDE TECHNOLOGIES CENTRAL INDEX KEY: 0000813781 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 230552730 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42779 FILM NUMBER: 041138846 BUSINESS ADDRESS: STREET 1: 210 CARNEGIE CENTER STREET 2: SUITE 500 CITY: PRINCETON STATE: NJ ZIP: 08540 BUSINESS PHONE: 6095123000 MAIL ADDRESS: STREET 1: CROSSROADS CORPORATE CENTER STREET 2: 3150 BRUNSWICK PIKE SUITE 230 CITY: LAWRENCEVILLE STATE: NJ ZIP: 08648 FORMER COMPANY: FORMER CONFORMED NAME: EXIDE CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SANDELL ASSET MANAGEMENT CORP CENTRAL INDEX KEY: 0001140474 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2126035700 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 js13da.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) Exide Technologies - --------------------------------------------------------------------------- (Name of Issuer) Common Stock (Title of Class of Securities) 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) November 10, 2004 --------------------------- (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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box . This is Amendment No. 1 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 (the "Schedule 13D") and relates to 1,799,218 shares of common stock, par value $0.01 per share (the "Shares"), of Exide Technologies, a Delaware corporation ("Exide"). The following items in the Schedule 13D are hereby amended to read in their entirety as follows: ITEM 4. PURPOSE OF TRANSACTION The purpose of the acquisition of the Shares is for investment purposes, and the acquisitions of the Shares were made in the ordinary course of business and were not made for the purpose of acquiring control of Exide. Although none of the Reporting Persons has any specific plan or proposal to acquire or dispose of the Shares, consistent with its investment purpose, each Reporting Person at any time and from time to time may acquire additional shares of Exide common stock or dispose of any or all of its Shares depending upon an ongoing evaluation of the investment in the Shares, prevailing market conditions, other investment opportunities, liquidity requirements of the Reporting Persons, and/or other investment considerations. Consistent with the investment purpose, representatives of SAMC have recently engaged in preliminary discussions with members of the board of directors of Exide, as well as with several shareholders of Exide, regarding Exide, including but not limited to its operations and board composition. The Reporting Persons may engage in further communications with one or more shareholders of Exide, one or more officers of Exide, one or more members of the board of directors of Exide and/or one or more representatives of Exide on a variety of possible subjects regarding ways to increase shareholder value. Some of the suggestions SAMC might make may affect control of Exide and/or may relate to any of the following: changes to the board of directors or management of Exide, the merger, acquisition or liquidation of Exide, the divestiture of certain assets of Exide, a change in the present capitalization or dividend policy of Exide or a change in Exide's charter or by-laws. On November 10, 2004, SAMC sent a letter to the executive committee of Exide's board of directors requesting a meeting to discuss various topics aimed at enhancing shareholder value, including changes in the size and composition of Exide's board of directors. A copy of this letter is attached hereto as Appendix IV. Except to the extent the foregoing may be deemed a plan or proposal, none of the Reporting Persons has any specific plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto. 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.* 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. *Previously filed with the Schedule 13D filed on November 8, 2004. 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. Dated: November 12, 2004 CASTLERIGG MASTER INVESTMENTS LTD. By: Sandell Asset Management Corp. As Investment Manager By:/s/ Thomas E. Sandell ---------------------------- Thomas E. Sandell Title: Director SANDELL ASSET MANAGEMENT CORP. By:/s/ Thomas E. Sandell ---------------------------- Thomas E. Sandell Title: Director CASTLERIGG INTERNATIONAL LIMITED By:/s/ Thomas E. Sandell ---------------------------- Thomas E. Sandell Title: Director CASTLERIGG INTERNATIONAL HOLDINGS LIMITED By:/s/ Thomas E. Sandell ---------------------------- Thomas E. Sandell Title: Director /s/ Thomas E. Sandell ---------------------------- Thomas E. Sandell EX-99.IV 2 jsappend4.txt Appendix IV [OBJECT OMITTED] November 10, 2004 Executive Committee of the Board of Directors Exide Technologies 3150 Brunswick Pike, Suite 230 Lawrenceville, NJ 08648 Attn: Eugene I. Davis Michael P. Ressner Dear Sirs: As reflected in Sandell Asset Management Corp.'s ("Sandell") 13D filed on November 8, 2004, Sandell and the private investment funds advised by Sandell are the beneficial owners of 1,799,218 shares of common stock of Exide Technologies ("Exide" or the "Company"), representing approximately 7.5% of the Company's outstanding shares. We would like to arrange a meeting with the Executive Committee of Exide's Board of Directors to discuss various topics that we believe will enhance shareholder value. One specific topic that we would appreciate an opportunity to discuss at this meeting is the size and composition of Exide's Board of Directors. We believe that the Board will benefit from the addition of individuals who have strong operational and management experience, a proven track record of execution on strategic initiatives, as well as a clear focus on driving shareholder value. While we are pursuing these alternatives solely on behalf of Sandell, we expect that, in light of the Company's performance since emerging from bankruptcy, other significant shareholders will be supportive of our efforts. We intend to work constructively with the Executive Committee and the other members of the Board of Directors towards our common goal, which is to maximize the value of the Company in the long term. Please contact Arif Gangat at (212) 603-5717 at your earliest convenience. Sincerely, /s/ James Cacioppo James Cacioppo President Sandell Asset Management Corp. Cc: - --- John P. Reilly, Chairman of the Board of Directors (via overnight courier) Craig H. Mulhauser, President and CEO (via fax and overnight courier) Scott McCarty, Director (via overnight courier) Phillip Martineau, Director (via overnight courier) Michael R. D'Appolonia, Director (via overnight courier) Arif Gangat, Sandell Asset Management Corp. Michael Fischer, Sandell Asset Management Corp. -----END PRIVACY-ENHANCED MESSAGE-----