-----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, PZUFgHMpwBESig93VN27aoXqlcAHopUfXcM+Ob4FU0VqeQmjDeHGC3UXS1lY00tX +36FJ2Mliel3XCjE6GxrPQ== 0000889812-97-000733.txt : 19970321 0000889812-97-000733.hdr.sgml : 19970321 ACCESSION NUMBER: 0000889812-97-000733 CONFORMED SUBMISSION TYPE: SC 13G CONFIRMING COPY: PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970320 SROS: NYSE GROUP MEMBERS: CL INVESTORS, INC. GROUP MEMBERS: DAVID L. COHEN GROUP MEMBERS: HAROLD J. LEVY GROUP MEMBERS: IRIDIAN ASSET MANAGEMENT LLC/CT GROUP MEMBERS: LC CAPITAL MANAGEMENT, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANT TECHSYSTEMS INC CENTRAL INDEX KEY: 0000866121 STANDARD INDUSTRIAL CLASSIFICATION: ORDNANCE & ACCESSORIES, (NO VEHICLES/GUIDED MISSILES) [3480] IRS NUMBER: 411672694 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-41239 FILM NUMBER: 00000000 BUSINESS ADDRESS: STREET 1: 600 2ND ST NE CITY: HOPKINS STATE: MN ZIP: 55343-8384 BUSINESS PHONE: 6129316000 MAIL ADDRESS: STREET 1: 600 2ND ST NE CITY: HOPKINS STATE: MN ZIP: 55343-8384 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IRIDIAN ASSET MANAGEMENT LLC/CT CENTRAL INDEX KEY: 0001033427 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 061439577 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 276 POST RD WEST CITY: WESTPORT STATE: CT ZIP: 06880-4704 BUSINESS PHONE: 2033417800 MAIL ADDRESS: STREET 1: 276 POST ROAD WEST CITY: WESTPORT STATE: CT ZIP: 06880-4704 SC 13G 1 STATEMENT OF BENEFICIAL OWNERSHIP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. __)* Alliant Techsystems Inc. ------------------------------------------------------------------- (Name of Issuer) common stock ------------------------------------------------------------------- (Title of Class of Securities) 018804104 ------------------------------------------------------------------- (CUSIP Number) Check the following box if a fee is being paid with this statement / /. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). *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 the disclosures provided in a prior cover page. The information required in 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 pages CUSIP No. 018804104 SCHEDULE 13G Page 2 of 13 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Iridian Asset Management LLC 06-1439577 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER 1,068,100 NUMBER OF SHARES 6 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 1,068,100 WITH 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,068,100 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.20% 12 TYPE OF REPORTING PERSON* IA *SEE INSTRUCTION BEFORE FILLING OUT! Page 2 of 13 pages CUSIP No. 018804104 SCHEDULE 13G Page 3 of 13 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON LC Capital Management, LLC 06-1439578 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER 1,068,100 NUMBER OF SHARES 6 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 1,068,100 WITH 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,068,100 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.20% 12 TYPE OF REPORTING PERSON* HC *SEE INSTRUCTION BEFORE FILLING OUT! Page 3 of 13 pages CUSIP No. 018804104 SCHEDULE 13G Page 4 of 13 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CL Investors, Inc. 65-0722216 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Florida 5 SOLE VOTING POWER 1,068,100 NUMBER OF SHARES 6 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 1,068,100 WITH 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,068,100 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.20% 12 TYPE OF REPORTING PERSON* HC *SEE INSTRUCTION BEFORE FILLING OUT! Page 4 of 13 pages CUSIP No. 018804104 SCHEDULE 13G Page 5 of 13 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON David L. Cohen ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION USA 5 SOLE VOTING POWER 0 NUMBER OF SHARES 6 SHARED VOTING POWER BENEFICIALLY 1,124,400 OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH 8 SHARED DISPOSITIVE POWER 1,124,400 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,124,400 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.63% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTION BEFORE FILLING OUT! Page 5 of 13 pages CUSIP No. 018804104 SCHEDULE 13G Page 6 of 13 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Harold J. Levy ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION USA 5 SOLE VOTING POWER 0 NUMBER OF SHARES 6 SHARED VOTING POWER BENEFICIALLY 1,124,400 OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH 8 SHARED DISPOSITIVE POWER 1,124,400 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,124,400 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.63% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTION BEFORE FILLING OUT! Page 6 of 13 pages Item 1. (a) Name of Issuer: Alliant Techsystems Inc. (b) Address of Issuer's Principal Executive Offices: 600 Second Street N.E. Hopkins, MN 55343-8384 Item 2. This statement is being filed on behalf of Iridian Asset Management LLC, LC Capital Management, LLC, CL Investors, Inc., David L. Cohen and Harold J. Levy. (a) Name of Person Filing: Iridian Asset Management LLC (b) Address of Principal Business Office: 276 Post Road West Westport, CT 06880-4704 (c) Citizenship: Delaware (d) Title of Class of Securities: Common Stock (e) CUSIP Number: 018804104 (a) Name of Person Filing: LC Capital Management, LLC (b) Address of Principal Business Office: c/o Iridian Asset Management LLC 276 Post Road West Westport, CT 06880-4704 (c) Citizenship: Delaware (d) Title of Class of Securities: Common Stock (e) CUSIP Number: 018804104 (a) Name of Person Filing: CL Investors, Inc. (b) Address of Principal Business Office: c/o FMC Group Incorporated 2255 Glades Road, Suite 124A Boca Raton, FL 33431 (c) Citizenship: Florida (d) Title of Class of Securities: Common Stock (e) CUSIP Number: 018804104 (a) Name of Person Filing: David L. Cohen (b) Address of Principal Business Office: c/o Iridian Asset Management LLC 276 Post Road West Westport, CT 06880-4704 (c) Citizenship: USA (d) Title of Class of Securities: Common Stock (e) CUSIP Number: 018804104 Page 7 of 13 (a) Name of Person Filing: Harold J. Levy (b) Address of Principal Business Office: c/o Iridian Asset Management LLC 276 Post Road West Westport, CT 06880-4704 (c) Citizenship: USA (d) Title of Class of Securities: Common Stock (e) CUSIP Number: 018804104 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: (a) ___ Broker or Dealer registered under Section 15 of the Act (b) ___ Bank as defined in Section 3(a)(6) of the Act (c) ___ Insurance Company as defined in section 3(a)(19) of the Act (d) ___ Insurance Company registered under section 8 of the Investment Company Act (e) X* Investment Adviser registered under section 203 of the Investment Advisers Act of 1940 (f) ___ Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see (section)240.13d-1(b)(ii)(G) (g) ___ Parent Holding Company, in accordance with (section)240.13d-1(b)(ii)(G) (h) ___ Group, in accordance with (section)240.13d-1(b)(ii)(H) * Includes owners of the Investment Adviser. Item 4. Ownership. The following information is provided as of December 31, 1996. The percent of class is based upon 13,021,876 shares of common stock issued and outstanding of the issuer, as reported on its Form 10-Q for the quarter ended September 30, 1996. For Iridian Asset Management LLC: (a) Amount Beneficially Owned: 1,068,100 (b) Percent of Class 8.20% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 1,068,100 (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition of: 1,068,100 (iv) shared power to dispose or to direct the disposition of: 0 Page 8 of 13 For LC Capital Management, LLC: The Amount Beneficially Owned being reported by LC Capital Management, LLC includes all 1,068,100 shares owned by Iridian Asset Management LLC which LC Capital Management, LLC, as a member owning 98% of the limited liability company interest of Iridian Asset Management LLC, may be deemed, indirectly, to have ownership, and the power to vote and to dispose of such shares. See Item 8. (a) Amount Beneficially Owned: 1,068,100 (b) Percent of Class 8.20% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 1,068,100 (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition of: 1,068,100 (iv) shared power to dispose or to direct the disposition of: 0 For CL Investors, Inc.: The Amount Beneficially Owned being reported by CL Investors, Inc. includes all 1,068,100 shares owned by Iridian Asset Management LLC which CL Investors, Inc., as a member owning 96% of the limited liability company interest of LC Capital Management, LLC, may be deemed, indirectly, to have ownership, and the power to vote and to dispose of such shares. See Item 8. (a) Amount Beneficially Owned: 1,068,100 (b) Percent of Class 8.20% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 1,068,100 (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition of: 1,068,100 (iv) shared power to dispose or to direct the disposition of: 0 For David L. Cohen: The Amount Beneficially Owned being reported by Mr. Cohen includes 56,300 shares owned by First Eagle Fund of America, Inc. which Mr. Cohen, based upon his employment agreement with Arnhold & S. Bleichroeder Advisers, Inc., may be deemed to have ownership, and the power to vote and to dispose, of such shares. See Item 8. Mr. Cohen individually disclaims the beneficial ownership of such shares. (a) Amount Beneficially Owned: 1,124,400 (b) Percent of Class 8.63% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: 1,124,400 (iii) sole power to dispose or to direct the disposition of: 0 (iv) shared power to dispose or to direct the disposition of: 1,124,400 Page 9 of 13 For Harold J. Levy: The Amount Beneficially Owned being reported by Mr. Levy includes 56,300 shares owned by First Eagle Fund of America, Inc. which Mr. Levy, based upon his employment agreement with Arnhold & S. Bleichroeder Advisers, Inc., may be deemed to have ownership, and the power to vote and to dispose, of such shares. See Item 8. Mr. Levy individually disclaims the beneficial ownership of such shares. (a) Amount Beneficially Owned: 1,124,400 (b) Percent of Class 8.63% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: 1,124,400 (iii) sole power to dispose or to direct the disposition of: 0 (iv) shared power to dispose or to direct the disposition of: 1,124,400 Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ________ Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not Applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security being Reported By the Parent Holding Company. Not Applicable. Item 8. Identification and Classification of Members of the Group. This filing is being made jointly by Iridian Asset Management LLC, LC Capital Management, LLC, CL Investors, Inc., David L. Cohen and Harold J. Levy. Iridian Asset Management LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940. LC Capital Management, LLC owns 98% of the outstanding limited liability company interest of Iridian Asset Management LLC, and may be deemed to have the power to vote and to dispose of the shares owned by Iridian Asset Management LLC. Page 10 of 13 CL Investors, Inc. owns 96% of the outstanding limited liability company interest of LC Capital Management, LLC, and may be deemed to have the power to vote and to dispose of the shares owned by Iridian Asset Management LLC. David L. Cohen owns 50% of the outstanding common shares of CL Investors, Inc. and 1% of the outstanding limited liability company interest of Iridian Asset Management LLC. He also is an employee of Arnhold & S. Bleichroeder Advisers, Inc. ("A&SB Advisers"), an investment adviser registered under section 203 of the Investment Advisers Act of 1940. A&SB Advisers acts as the investment adviser to First Eagle Fund of America, Inc., an investment company registered under the Investment Company Act of 1940 ("First Eagle"). To the best of Mr. Cohen's knowledge, pursuant to the terms of the investment advisory agreement between A&SB Advisers and First Eagle, A&SB Advisors has the authority, for and in the name of First Eagle, to vote and to dispose of shares owned by it. Pursuant to an employment agreement with A&SB Advisers, Mr. Cohen is employed, as is Harold J. Levy, to perform its investment advisory duties and functions with respect to First Eagle. Based upon the terms of his employment agreement, Mr. Cohen may be deemed to have ownership, and the power to vote and to dispose, of the shares owned by First Eagle. Mr. Cohen individually disclaims the beneficial ownership of such shares. Harold J. Levy owns 50% of the outstanding common shares of CL Investors, Inc. and 1% of the outstanding limited liability company interest of Iridian Asset Management LLC. He also is an employee of A&SB Advisers. A&SB Advisers acts as the investment adviser to First Eagle. To the best of Mr. Levy's knowledge, pursuant to the terms of the investment advisory agreement between A&SB Advisers and First Eagle, A&SB Advisors has the authority, for and in the name of First Eagle, to vote and to dispose of shares owned by it. Pursuant to an employment agreement with A&SB Advisers, Mr. Levy is employed, as is David L. Cohen, to perform its investment advisory duties and functions with respect to First Eagle. Based upon the terms of his employment agreement, Mr. Levy may be deemed to have ownership, and the power to vote and to dispose, of the shares owned by First Eagle. Mr. Levy individually disclaims the beneficial ownership of such shares. Neither Iridian Asset Management LLC, LC Capital Management, LLC nor CL Investors, Inc. has the power or authority, direct or indirect, to vote or to dispose of any shares owned by First Eagle. Item 9. Notice of Dissolution of Group. Not Applicable. Item 10. Certification. By signing below the undersigned certifies that, to the best of its or his knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. Page 11 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. Date: February 3, 1997 IRIDIAN ASSET MANAGEMENT LLC By: /s/ David L. Cohen -------------------------------- David L. Cohen, Principal LC CAPITAL MANAGEMENT, LLC By: /s/ David L. Cohen -------------------------------- David L. Cohen, Manager CL INVESTORS, INC. By: /s/ Jeffrey M. Elliott -------------------------------- Jeffrey M. Elliott, President /s/ David L. Cohen -------------------------------- David L. Cohen, individually /s/ Harold J. Levy -------------------------------- Harold J. Levy, individually Page 12 of 13 EX-99.A 2 JOINT FILING AGREEMENT EXHIBIT A JOINT FILING AGREEMENT AMONG IRIDIAN ASSET MANAGEMENT LLC, LC CAPITAL MANAGEMENT, LLC, CL INVESTORS, INC., DAVID L. COHEN AND HAROLD J. LEVY AGREEMENT, dated as of February 3, 1997, between Iridian Asset Management LLC ("Iridian"), LC Capital Management, LLC ("LC"), CL Investors, Inc. ("CLI"), David L. Cohen ("Cohen") and Harold J. Levy ("Levy"). WHEREAS, in accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934 (the "Act"), only one statement containing the information required by Schedule 13G and any amendments thereto need be filed whenever two or more persons are required to file such a statement or any amendments thereto with respect to the same securities, provided that said persons agree in writing that such statement or any amendment thereto is filed on behalf of them. NOW, THEREFORE, in consideration of the premises and mutual agreements contained herein, the parties hereto agree as follows: Iridian, LC, CLI, Cohen and Levy, do hereby agree, in accordance with Rule 13d-1(f) under the Act, to file a Schedule 13G relating to their ownership of the common stock of Alliant Techsystems, Inc., and do hereby further agree that said Schedule 13G shall be filed on behalf of each of them. IRIDIAN ASSET MANAGEMENT LLC By: /s/ David L. Cohen -------------------------------- David L. Cohen, Principal LC CAPITAL MANAGEMENT, LLC By: /s/ David L. Cohen -------------------------------- David L. Cohen, Manager CL INVESTORS, INC. By: /s/ Jeffrey M. Elliott -------------------------------- Jeffrey M. Elliott, President /s/ David L. Cohen -------------------------------- David L. Cohen, individually /s/ Harold J. Levy -------------------------------- Harold J. Levy, individually Page 13 of 13 -----END PRIVACY-ENHANCED MESSAGE-----