0000899140-05-000299.txt : 20120618 0000899140-05-000299.hdr.sgml : 20120618 20050317171436 ACCESSION NUMBER: 0000899140-05-000299 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050317 DATE AS OF CHANGE: 20050317 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: 05689682 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 s2808016.txt AMENDMENT NO. 4 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 4) 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 March 15, 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 9 Exhibit Index Appears on Page 8 SCHEDULE 13D ------------------- ----------------- CUSIP No. 302051206 Page 2 of 9 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 1,810,152 ----------- -------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ----------- -------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 1,810,152 ----------- -------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 ------------- ------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,810,152 ------------- ------------------------------------------------------------------ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ------------- ------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.3% ------------ ------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) OO, IA ------------- ------------------------------------------------------------------ SCHEDULE 13D ------------------- ----------------- CUSIP No. 302051206 Page 3 of 9 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 1,810,152 ----------- -------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ----------- -------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 1,810,152 ----------- -------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 ------------- ------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,810,152 ------------- ------------------------------------------------------------------ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ------------- ------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.3% ------------ ------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IA ------------ ------------------------------------------------------------------- This Amendment No. 4 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 and Amendment No. 3 thereto previously filed on March 4, 2005, the "Schedule 13D," and collectively with this Amendment No. 4, the "Statement"). The Statement relates to the Common Stock, par value $.01 per share (the "Shares") and the Convertible Notes (as defined below) 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 seventh paragraph of such Item: On March 15, 2005, SFM LLC, for the account of Quantum Partners, agreed to purchase $5 million in Floating Rate Convertible Senior Subordinated Notes, due 2013 (the "Convertible Notes"), from the Issuer on March 18, 2005. These Convertible Notes purchased for the account of Quantum Partners can be converted into Shares at a price of $17.37 per share for an aggregate of 287,852 Shares. On March 15, 2005, SFM LLC, for the account of Quantum Partners, also agreed to purchase $15 million in 10 1/2% senior notes, due 2013 and secured by a junior lien on assets of the Issuer, from the Issuer on March 18, 2005. These notes were offered and will be sold by the Issuer pursuant to Rule 144A under the Securities Act of 1933, as amended. The notes are being acquired for investment purposes. The purchases were made in the ordinary course of business, and, consistent with the investment purpose, the Reporting Persons may make, or cause, further acquisitions of such notes from time to time and may dispose of, or cause to be disposed, any or all of the notes held by it at any time. 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 1,810,152 Shares held for the account of Quantum Partners. This number consists of (i) 1,522,300 Shares and (ii) 287,852 Shares issuable upon conversion of the Convertible Notes. Such shares represent approximately 7.3% of the issued and outstanding Shares. Page 4 of 9 (b) (i) SFM LLC may be deemed to have the sole power to direct the voting and disposition of the 1,810,152 Shares held for the account of Quantum Partners. This number consists of (A) 1,522,300 Shares and (B) 287,852 Shares issuable upon conversion of the Convertible Notes. (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 1,810,152 Shares held for the account of Quantum Partners. (c) On March 15, 2005, SFM LLC, for the account of Quantum Partners, agreed to purchase $5 million in Convertible Notes, due 2013, from the Issuer on March 18, 2005. These Convertible Notes purchased for the account of Quantum Partners can be converted into Shares at a price of $17.37 per share for an aggregate of 287,852 Shares. These Convertible Notes were offered and will be sold by the Issuer pursuant to Rule 144A under the Securities Act of 1933, as amended. (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) Not applicable. 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 thereto: On March 15, 2005, SFM LLC, for the account of Quantum Partners, agreed to purchase $5 million in Convertible Notes, due 2013, from the Issuer on March 18, 2005. On March 15, 2005, SFM LLC, for the account of Quantum Partners, agreed to purchase $15 million in 10 1/2% senior notes, due 2013 and secured by a junior lien on assets of the Issuer, from the Issuer on March 18, 2005. These notes were offered and will be sold by the Issuer pursuant to Rule 144A under the Securities Act of 1933, as amended. 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, Ridhard D. Holahan, Jr. and Robert Soros. 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). Page 5 of 9 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 6 of 9 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. March 17, 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 7 of 9 Exhibit Index Exhibit Page ------- ---- Exhibit A Joint Filing Agreement, dated December 22, 2004, N/A among 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, 9 granted by Mr. George Soros in favor of Armando T. Belly, Jodye Anzalotta, Maryann Canfield, Richard D. Holahan, Jr. and Robert Soros. Exhibit C Joint Plan of Reorganization of the Official N/A 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 N/A Exide 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 N/A Exide 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, N/A 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 8 of 9 EX-24 2 poa.txt POWER OF ATTORNEY EXHIBIT B POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that I, GEORGE SOROS, hereby make, constitute and appoint each of ARMANDO T. BELLY, JODYE ANZALOTTA, MARYANN CANFIELD, RICHARD D. HOLAHAN, JR. and ROBERT SOROS, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Chairman of, member of or in other capacities with Soros Fund Management LLC ("SFM LLC") and each of its affiliates or entities advised by me or SFM LLC, all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including without limitation all documents relating to filings with the Commodities Futures Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act and any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All past acts of the attorneys-in-fact in furtherance of the foregoing are hereby ratified and confirmed. Execution of this power of attorney revokes that certain Power of Attorney dated as of the 30th day of October 2002 with respect to the same matters addressed above. This power of attorney shall be valid from the date hereof until revoked by me. IN WITNESS WHEREOF, I have executed this instrument as of the 11th day of March, 2005. /s/ George Soros ---------------- GEORGE SOROS Page 9 of 9