Schedule 13D/A

0000950123-10-116706.txt : 20101228 0000950123-10-116706.hdr.sgml : 20101228 20101228155521 ACCESSION NUMBER: 0000950123-10-116706 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20101228 DATE AS OF CHANGE: 20101228 GROUP MEMBERS: ANGELO, GORDON & CO., L.P. GROUP MEMBERS: JOHN M. ANGELO GROUP MEMBERS: MICHAEL L. GORDON FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ANGELO GORDON & CO LP/NY CENTRAL INDEX KEY: 0000860662 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 245 PARK AVE 26TH FL CITY: NEW YORK STATE: NY ZIP: 10167 MAIL ADDRESS: STREET 1: 245 PARK AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: C&D TECHNOLOGIES INC CENTRAL INDEX KEY: 0000808064 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 133314599 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38840 FILM NUMBER: 101276005 BUSINESS ADDRESS: STREET 1: 1400 UNION MEETING ROAD STREET 2: PO BOX 3053 CITY: BLUE BELL STATE: PA ZIP: 19422 BUSINESS PHONE: 2156192700 MAIL ADDRESS: STREET 1: 1400 UNION MEETING ROAD STREET 2: PO BOX 3053 CITY: BLUE BELL STATE: PA ZIP: 19422 SC 13D/A 1 c10306sc13dza.htm SCHEDULE 13D/A Schedule 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

C&D TECHNOLOGIES, INC.

(Name of Issuer)

Common Stock, $0.01 Par Value

(Title of Class of Securities)

124661109

(CUSIP Number)

Lisa Conrad
Angelo, Gordon & Co., LP
245 Park Avenue, 26^th Floor
New York, New York 10167
(212) 692-8220

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

December 23, 2010

(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 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.		124661109


1	NAMES OF REPORTING PERSONS ANGELO, GORDON & CO., L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	WC

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

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	DELAWARE

		7	SOLE VOTING POWER

NUMBER OF			345,029,647

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			345,029,647

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	345,029,647

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

	o

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

	65.15%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IA; PN

Page 2 of 8 Pages


CUSIP No.		124661109


1	NAMES OF REPORTING PERSONS JOHN M. ANGELO


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	WC

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

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	UNITED STATES

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			345,029,647

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			345,029,647

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	345,029,647

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

	o

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

	65.15%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN; HC

Page 3 of 8 Pages


CUSIP No.		124661109


1	NAMES OF REPORTING PERSONS MICHAEL L. GORDON


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	WC

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

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	UNITED STATES

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			345,029,647

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			345,029,647

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0

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

	o

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

	65.15%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN; HC

Page 4 of 8 Pages


CUSIP No.		124661109

This Amendment No. 2 supplements the information set forth in the Schedule 13D filed by the Reporting Person (as defined therein) with the United States Securities and Exchange Commission (the “Commission”) on September 24, 2010, as amended by Amendment No. 1, filed with the Commission on November 10, 2010 (collectively, the “Schedule 13D”), relating to the shares of Common Stock, par value $0.01 per share (the “Shares”) of C&D Technologies, Inc., a Delaware corporation (the “Issuer”) , issuable upon conversion of 5.5% convertible senior notes due 2026 (the “Notes”). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The Schedule 13D is hereby amended as follows:


Item 4		Purpose of Transaction.

Item 4 of the Schedule 13D is hereby supplemented as follows:

On December 23, 2010, the transactions contemplated by the registered exchange offer described in the Restructuring Support Agreement were consummated and the Reporting Persons validly tendered all of their Convertible Senior Notes to the Issuer and the Reporting Persons did not withdraw them. In connection with the registered exchange offer, the Reporting Persons received 3,962.18 Shares for each $1,000 in principal amount of its 5.25% convertible senior notes due 2025 that had a face value of $60,496,000. The 5.25% convertible senior notes due 2025 were not exercisable within 60 days of the time of the exchange offer. The Reporting Persons also received 3,959.91 Shares for each $1,000 in principal amount of its Notes that had a face value of $26,600,000.


Item 5		Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated as follows:

(a) As of the date hereof, the Reporting Persons beneficially own 345,029,647 Shares. Based on information provided by the Issuer, the number of Shares outstanding as of December 27, 2010, was 529,558,097. Each of the Reporting Persons may be deemed to be the beneficial owner of approximately 65.15% of the total number of Shares outstanding.

(b)(i) Angelo, Gordon may be deemed to have sole power to direct the voting and disposition of the 345,029,647 Shares.

(ii) Mr. Angelo may be deemed to have shared power to direct the voting and disposition of the 345,029,647 Shares.

(iii) Mr. Gordon may be deemed to have shared power to direct the voting and disposition of the 345,029,647 Shares.

(c) Information concerning transactions in the Shares, or securities convertible into, exercisable for, or exchangeable for the Shares, effected by the Reporting Persons during the past sixty days is set forth in Exhibit E hereto and is incorporated by reference herein.

Page 5 of 8 Pages


CUSIP No.		124661109

(d) The limited partners of (or investors in) each of the AG Funds participating in the investments described herein have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the accounts of their respective funds in accordance with their respective limited partnership interests (or investment percentages) in their respective funds.

(e) Not applicable.


Item 7.		Material to Be Filed as Exhibits.

Exhibit B — Joint Filing Agreement, dated as of September 24, 2010, by and among Angelo, Gordon & Co., L.P., John M. Angelo and Michael L. Gordon.

Exhibit E to Item 7 of the Schedule 13D is hereby amended and restated as follows:

Exhibit E — Transactions in the Shares of C&D Technologies, Inc. in the Past 60 Days.

Page 6 of 8 Pages


CUSIP No.		124661109

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.


Date: December 28, 2010	ANGELO, GORDON & CO., L.P.
	By:	AG Partners, L.P.
		Its General Partner

	By:	JAMG LLC
		Its General Partner

	By:	/s/ Kirk Wickman
		Name:	Kirk Wickman
		Title:	Attorney-in-Fact


Date: December 28, 2010	JOHN M. ANGELO
	/s/ Kirk Wickman
	Name:	Kirk Wickman
	Title:	Attorney-in-Fact


Date: December 28, 2010	MICHAEL L. GORDON
	/s/ Kirk Wickman
	Name:	Kirk Wickman
	Title:	Attorney-in-Fact

Page 7 of 8 Pages


CUSIP No.		124661109

EXHIBIT INDEX


		Page No.

B.	Joint Filing Agreement, dated as of September 24, 2010, by and among Angelo, Gordon & Co., L.P., John M. Angelo and Michael L. Gordon	9

E.	Transactions in the Shares of C&D Technologies, Inc. in the Past 60 Days	10

Page 8 of 8 Pages

EX-99.2 2 c10306exv99w2.htm EXHIBIT B Exhibit B

EXHIBIT B

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Shares of C&D Technologies, Inc. dated as of September 24, 2010, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.


Date: September 24, 2010	ANGELO, GORDON & CO., L.P.
	By:	AG Partners, L.P.
		Its General Partner

	By:	JAMG LLC
		Its General Partner

	By:	/s/ Kirk Wickman
	Name:		Kirk Wickman
	Title:		Attorney-in-Fact


Date: September 24, 2010	JOHN M. ANGELO
	/s/ Kirk Wickman
	Name:	Kirk Wickman
	Title:	Attorney-in-Fact

Date: September 24, 2010	MICHAEL L. GORDON
	/s/ Kirk Wickman
	Name:	Kirk Wickman
	Title:	Attorney-in-Fact

EX-99.5 3 c10306exv99w5.htm EXHIBIT E Exhibit E

EXHIBIT E

Transactions in the Notes of C&D Technologies, Inc. in the Past 60 Days

Gross

For the

Date of

Nature of

Shares Underlying

Consideration

Account of

Transaction

Security

Notes Purchased

for Notes

Angelo, Gordon & Co., LP

11/08/2010

Open Market Purchase

C&D Technologies
5.50% 11/26/2011

2,139,534

7,555,500