0000899140-05-000196.txt : 20120629 0000899140-05-000196.hdr.sgml : 20120629 20050228165555 ACCESSION NUMBER: 0000899140-05-000196 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20050228 DATE AS OF CHANGE: 20050228 GROUP MEMBERS: GEORGE SOROS 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: 05646367 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: SOROS FUND MANAGEMENT LLC CENTRAL INDEX KEY: 0001029160 IRS NUMBER: 133914976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 2128721054 MAIL ADDRESS: STREET 1: C/O AKIN, GUMP, STRAUSS,HAUER,FELD, STREET 2: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 s2772167a.txt AMENDMENT NO. 2 SECURITIES AND EXHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 2) Under the Securities Exchange Act of 1934* Exide Technologies -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 Par Value -------------------------------------------------------------------------------- (Title of Class of Securities) 302051206 -------------------------------------------------------------------------------- (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 -------------------------------------------------------------------------------- (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 February 24, 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 13 Exhibit Index Appears on Page 7 SCHEDULE 13D ------------------ ------------------ CUSIP No.302051206 Page 2 of 13 pages ------------------ ------------------ ------------- ------------------------------------------------------------------ 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Soros Fund Management LLC ------------- ------------------------------------------------------------------ 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) AF ------------- ------------------------------------------------------------------ 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ------------- ------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ------------- ------------------------------------------------------------------ 7 SOLE VOTING POWER 1,522,300 ----------- -------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ----------- -------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 1,522,300 ----------- -------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 ----------------------- ----------- -------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,522,300 ------------- ------------------------------------------------------------------ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] ------------- ------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2% ------------- ------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON (See Instructions) OO, IA ------------- ------------------------------------------------------------------ SCHEDULE 13D ------------------ ------------------ CUSIP No.302051206 Page 3 of 13 pages ------------------ ------------------ ------------ ------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) George Soros (in the capacity described herein) ------------ ------------------------------------------------------------------- 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) AF ------------ ------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ------------ ------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States ------------ ------------------------------------------------------------------ 7 SOLE VOTING POWER 1,522,300 ----------- -------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ----------- -------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 1,522,300 ----------- -------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 ------------ ------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,522,300 ------------ ------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] ------------ ------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2% ------------ ------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IA ------------ ------------------------------------------------------------------- This Amendment No. 2 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, the "Schedule 13D" and collectively with this Amendment No. 2, the "Statement"). The Statement relates to the Common Stock, par value $.01 per share (the "Shares"), 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 4. Purpose of Transaction Item 4 of the Statement is hereby amended by adding the following as the fourth paragraph of such Item: On February 24, 2005, SFM LLC and the Issuer executed a confidentiality agreement, a copy of which is attached hereto as Exhibit F and incorporated into Item 6 of the Statement in its entirety. On February 28, 2005, SFM LLC sent a letter to the Issuer summarizing its position with respect to various corporate governance matters discussed with representatives of the Issuer. A copy of this letter is attached hereto as Exhibit E and incorporated herein in its entirety. 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 October 30, 2002, granted by Mr. George Soros in favor of Armando T. Belly, John F. Brown, Jodye Anzalotta, Maryann Canfield, Richard D. Holahan, Jr. and Robert Soros (incorporated by reference to the Schedule 13G filed by the Reporting Persons on November 26, 2004). 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. Page 4 of 13 Exhibit F: Confidentiality Agreement executed on February 24, 2005 between SFM LLC and the Issuer. Page 5 of 13 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. February 28, 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 13 Exhibit Index Exhibit Page ------- ---- Exhibit A Joint Filing Agreement, dated December 22, 2004, N/A among Soros Fund Management LLC N/A 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 October 30, 2002, N/A granted by Mr. George Soros in N/A favor of Armando T. Belly, John F. Brown, Jodye Anzalotta, Maryann Canfield, Richard D. Holahan, Jr. and Robert Soros (incorporated by reference to the Schedule 13G filed by the Reporting Persons on November 26, 2004). Exhibit C Joint Plan of Reorganization of the Official N/A Committees of Unsecured Creditors and N/A 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 N/A 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 8 Technologies. Exhibit F Confidentiality Agreement executed on February 24, 2005 between SFM LLC and the Issuer. 11 Page 7 of 13 EX-99.E 2 s2772167b.txt LETTER TO THE BOARD Exhibit E Soros Fund Management LLC 888 Seventh Avenue 33rd Floor New York, New York 10106 February 28, 2005 John P. Reilly Michael P. Ressner Eugene Davis Exide Technologies Crossroads Corporate Center 3150 Brunswick Pike, Suite 230 Lawrenceville, New Jersey 08648 Gentlemen: Thank you for taking the time to speak with us recently, and meet with us on February 24, 2005, regarding various matters concerning Exide. We are encouraged by the recent efforts of the Board of Directors and management to communicate with stockholders and the Board's and management's seeming willingness to consider input and proposals from stockholders. During our meeting, we discussed several topics and we thought it might be useful to write and summarize our position on corporate governance matters. We emphasize that action on each of these matters is integral and, as set forth below, should be seen in their entirety. First, we agree with you that the top priority now is recruiting a new Chief Executive Officer to lead the Company and we appreciated the opportunity you afforded us this past Friday to speak with your top candidate. We are generally supportive of him if the Board votes to select him and acceptable terms for his retention can be negotiated and look forward to continuing a constructive dialogue with him or whomever the next CEO may be. Second, as we indicated during our meeting with you, we have spoken with several well-qualified professionals who we believe could be of assistance to Exide. Jerome York, one of these professionals, has indicated that, subject to completion of diligence regarding Exide, he would be willing to discuss with you the possibility of joining the Board of Directors of Exide. John Gildea, another experienced professional with whom we are familiar, would also consider serving. We think Mr. York's and Mr. Gildea's presence on the Board would be of significant benefit to management in helping shape Exide's strategic direction. Mr. York's and Mr. Gildea's biographical information is enclosed with this letter. We hereby propose to the Nominating Committee of the Board that each be nominated to join the Board as soon as possible. We note that, under Exide's certificate of incorporation, the Board may expand the number of directors from seven to nine -- so the process of electing these two well-qualified individuals could be accomplished by Board action alone. Third, in addition to increasing the size of the Board, we believe that it would be in the best interests of Exide's stockholders for the Board to recommend, for stockholder approval at the 2005 annual meeting, an amendment to Exide's certificate of incorporation that would eliminate the classified board and permit the election of each director at the 2005 annual meeting, and each annual meeting thereafter. We believe that the Board should also recommend, for stockholder approval at the 2005 annual meeting, amendments to Exide's certificate of incorporation and by-laws that would permit the removal of directors without cause and allow for stockholders to call special meetings, fix the number of directors and to fill vacancies on the Board. John P.Reilly Michael P. Ressner Eugene Davis Exide Technologies February 28, 2005 Page 2 We look forward to continuing a dialogue with you and management in an effort to enhance stockholder value. Very truly yours, /s/ Richard Brennan Richard Brennan Director Soros Fund Management LLC Enclosure - 2 - John P.Reilly Michael P. Ressner Eugene Davis Exide Technologies February 28, 2005 Page 3 Biographical Information Mr. York is Chief Executive Officer of Harwinton Capital Corporation, a private investment company which he controls. From February 2000 to September 2003, he was Chairman, President and Chief Executive Officer of MicroWarehouse, Inc., a reseller of computer hardware, software and peripheral products. Mr. York previously served as Vice Chairman of Tracinda from September 1995 to October 1999 and as a director of MGM MIRAGE from November 1995 to May 2002. Prior to joining Tracinda, Mr. York served as Senior Vice President and Chief Financial Officer of IBM Corporation from May 1993 to September 1995 and as a director of IBM Corporation from January 1995 to September 1995. Prior thereto, Mr. York served as Executive Vice President-Finance and Chief Financial Officer of Chrysler Corporation from May 1990 to May 1993 and as a director of Chrysler Corporation from April 1992 to May 1993. In addition, Mr. York serves on the boards of directors of Apple Computer, Inc., Metro-Goldwyn-Mayer, Inc. and Tyco International Ltd. Mr. Gildea has been a managing director and principal of Gildea Management Company since 1990. Gildea Management Company and its affiliates have been the investment advisor to The Network Funds, which specializes in distressed company and special situation investments. Mr. Gildea has served on the Board of Directors of a number of restructured or restructuring companies, including Amdura Corporation, American Healthcare Management, Inc., America Service Group Inc., GenTek, Inc., Konover Property Trust, Inc. and UNC Incorporated. Mr. Gildea serves on the Board of Directors of Sterling Chemical and also serves on the Board of Directors of several United Kingdom based investment trusts. - 3 - EX-99.F 3 s2772167c.txt NON-DISCLOSURE AGREEMENT Exhibit F NON-DISCLOSURE AGREEMENT ------------------------ This Agreement is made as of this 23rd day of February, 2005, between Exide Technologies with an address at 3150 Brunswick Pike, Suite 230, Lawrenceville, NJ 08648, hereinafter called the ("Disclosing Party"), and Soros Fund Management LLC, with an address at 888 Seventh Avenue, New York, New York 10106, hereinafter called the ("Receiving Party"). Both of the aforementioned are hereinafter referred to as the ("Parties"). It is anticipated that the Disclosing Party may disclose to the Receiving Party certain technical and/or business information about the Disclosing Party, which the Disclosing Party regards as proprietary and/or confidential. The purpose of this Agreement is to set forth the terms and conditions under which such information will be maintained in confidence by the Receiving Party. In consideration of the mutual covenants contained herein, the parties agree as follows: 1. "Proprietary" or "Confidential Information", hereinafter also referred to as "Information", as used herein shall mean technical and/or business information which is disclosed by the Disclosing Party to the Receiving Party and is marked physically, designated orally, or would be reasonably understood as "Proprietary" or "Confidential". 2. Notwithstanding any of the foregoing, the following shall not be deemed Information; information which is: a. in the public domain or falls into the public domain through no breach of this Agreement on the part of the Receiving Party; b. already known to the Receiving Party before it receives the information from the Disclosing Party; c. rightfully obtained by the Receiving Party from a third party who is not known by the Receiving Party to be under any obligation of confidentiality to the Disclosing Party; d. provided by the Disclosing Party to a third party not under any obligation of confidentiality; e. developed independently by the Receiving Party; or f. approved for release by written authorization of the Disclosing Party. 3. For so long as the Information is confidential the Receiving Party will: a. restrict disclosure of the Information solely to those of its employees, officers, directors, affiliates, consultants, counselors, agents, advisors, financial advisors, potential financing sources current investors and potential investors in entities the Receiving Party may advise (collectively, "Representatives") with a need to know and not disclose it to third parties; b. advise its Representatives who receive Information of the obligation of confidentiality expressed in this Agreement (unless such persons have an independent obligation to keep such information confidential); and c. exercise and require Representatives to exercise due diligence and care in the protection of the Information of the Disclosing Party to no less a degree than used by the Receiving Party to protect its own information. 4. The Disclosing Party agrees that, notwithstanding any other provision of this Agreement, the trading activities of any account managed by Soros Fund Management LLC, George Soros or their employees shall not be restricted in any way by the provisions of this Agreement so long as the persons directing such trading are not in receipt of any Information. 5. The Receiving Party and the Disclosing Party each agree not to make any disclosure (other than to their respective Representatives): a. that the Parties are having or have had discussions, or that the Receiving Party has received information from the Disclosing Party, b. that the Receiving Party is considering Information, or c. concerning any discussions related to Information; provided that the Receiving Party may make such disclosure upon receiving the advice of its counsel that such disclosure is required by applicable law or regulations, in which case, the Receiving Party will notify the Disclosing Party as soon as possible (if it is legally permitted to do so), prior to making such disclosure if practicable and cooperate with the Disclosing Party's efforts to limit the further disclosure of such information (at the Disclosing Party's sole expense). 6. The Parties agree that unless and until a definitive agreement between the two Parties with respect to any transaction has been executed and delivered, neither Party will be under any legal obligation of any kind whatsoever with respect to such transaction. If the Disclosing Party should elect at any time to terminate further access by the Receiving Party to the Information for any reason, the Receiving Party will, at its option, within ten business days either redeliver to the Disclosing Party or destroy all copies of the Information and notes or other material containing the Information, provided Receiving Party and its Representatives may retain one copy == of the Information required for regulatory and compliance purposes. Notwithstanding the return or destruction of Information, the Receiving Party will continue to be bound by the obligation of confidentiality pursuant to this Agreement for the term of this Agreement. 7. This Agreement contains the entire Agreement between the Parties and supersedes any previous understandings, commitments, or agreements, oral or written. 8. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without regard to the choice of law provisions thereof. 9. The obligations hereunder shall terminate two months from the date hereof. IN WITNESS WHEREOF, the Parties agree that the effective date of this Agreement shall be the date first set forth above. Receiving Party: Disclosing Party: Soros Fund Management LLC Exide Technologies By: /s/ Richard D. Holahan, Jr. By: /s/ Stuart Kupinsky --------------------------- --------------------------- Name: Richard D. Holahan, Jr. Name: Stuart Kupinsky --------------------------- --------------------------- Title: Assistant General Counsel Title: General Counsel --------------------------- --------------------------- Date: February 23, 2005 Date: February 24, 2005 --------------------------- ---------------------------