-----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, CWq3iszTl7DMiPZ0rIh+1cC8+BZc4ujHsUEbalUhElVJVO5w2KIMzx3R3JeW7eN6 Vu+QJ0vfBDjlu5qcCz+aog== 0001015402-03-004434.txt : 20031112 0001015402-03-004434.hdr.sgml : 20031112 20031112172137 ACCESSION NUMBER: 0001015402-03-004434 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20031112 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ACQUISITOR HOLDINGS BERMUDA LTD CENTRAL INDEX KEY: 0001196614 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALDILA INC CENTRAL INDEX KEY: 0000902272 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 133645590 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45242 FILM NUMBER: 03994985 BUSINESS ADDRESS: STREET 1: 13450 STOWE DRIVE CITY: BURBANK STATE: CA ZIP: 92064 BUSINESS PHONE: 8585131801 MAIL ADDRESS: STREET 1: 13450 STOWE DRIVE CITY: BURBANK STATE: CA ZIP: 92064 SC 13D/A 1 doc1.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* ALDILA, INC. - -------------------------------------------------------------------------------- (Name of issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE - -------------------------------------------------------------------------------- (Title of class of securities) 014384101 - -------------------------------------------------------------------------------- (CUSIP number) MATTHEW J. DAY, ESQ. 118 E. 25TH STREET, EIGHTH FLOOR NEW YORK, NEW YORK 10010 (212) 673-0484 - -------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) NOVEMBER 6, 2003 - -------------------------------------------------------------------------------- (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 Rule 13d-1(b)(3) or (4), check the following box / /. Note. six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d- 1(a) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 7 Pages) * 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 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. 014384101 13D Page 2 of 7 Pages - ------------------- ----------------- ================================================================================ (1) Name of Reporting Person and IRS Identification No. of Above Person: ACQUISITOR HOLDINGS (BERMUDA) LTD. - ------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions). (a) |_| (b) |_| - ------------------------------------------------------------------------------- (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). |_| - ------------------------------------------------------------------------------- (6) Citizenship or Place of Organization BERMUDA - ------------------------------------------------------------------------------- Number (7) Sole Voting Power of 322,816 Shares Bene- ------------------------------------------------------------------ ficially (8) Shared Voting Power Owned -0- By ------------------------------------------------------------------ Each Report- (9) Sole Dispositive Power ing 322,816 Person ------------------------------------------------------------------ With: (10) Shared Dispositive Power -0- ------------------------------------------------------------------ (11) Aggregate Amount Owned by Each Reporting Person 322,816 - ------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |_| - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 6.5% - ------------------------------------------------------------------------------- (14) Type of Reporting Person CO =============================================================================== - ------------------- ----------------- CUSIP No. 014384101 13D Page 3 of 7 Pages - ------------------- ----------------- The following constitutes Amendment No. 1 to Statement on Schedule 13D (the "Amendment") filed by the undersigned. This Amendment amends the original Statement on Schedule 13D filed by the undersigned with the Securities and Exchange Commission on October 9, 2002. Item 1. Security and Issuer. This statement relates to shares (the "Shares") of the Common Stock, par value $0.01 per share ("Common Stock"), of Aldila, Inc. (the "Issuer"). The principal executive offices of the Issuer are located at 13450 Stowe Drive, Poway, California 92064. Item 2. Identity and Background. Items 2(a), 2(b), 2(c) & 2(f). This Schedule 13D is filed by Acquisitor Holdings (Bermuda) Ltd., a company incorporated in Bermuda (the "Reporting Person"), with a business address of Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. The Reporting Person was formed in 2002 and endeavors to achieve a high rate of capital growth for its shareholders by acquiring significant holdings in companies which the members of its Board of Directors consider to be fundamentally sound but which are valued at a discount to the Directors' estimate of their private market value. The Reporting Person is managed by its Board of Directors. In accordance with the provisions of General Instruction C to Schedule 13D, information concerning the executive officers and directors of the Reporting Person is included in Schedule A hereto and is incorporated by reference herein. (d) During the last five years, the Reporting Person and the members of its Board of Directors have not been convicted of a criminal proceeding (excluding traffic violation and similar misdemeanors). (e) During the last five years, the Reporting Person and the members of its Board of Directors have not been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. The aggregate purchase price of the 322,816 shares of Common Stock acquired by the Reporting Person is $1,549,186 in newly issued shares of the Reporting Person. Item 4. Purpose of Transaction. The Reporting Person believes that the shares of Common Stock of the Issuer are undervalued and represent an attractive investment opportunity. It presently has no plans or proposals which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein. The Reporting Person intends to have open communications with the Issuer's management in order to monitor their efforts to increase stockholder value. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the shares of Common Stock, conditions in the securities markets and general economic and industry conditions, the Reporting Person may in the future take such actions with respect to its investment in the Issuer as it deems appropriate including, without limitation purchasing additional shares of Common Stock in the open market or otherwise, making an offer to purchase up to - ------------------- ----------------- CUSIP No. 014384101 13D Page 4 of 7 Pages - ------------------- ----------------- all of the Issuer's outstanding shares of Common Stock through a negotiated transaction or otherwise, seeking to elect a slate of directors to the Issuer's board of directors or presenting proposals for stockholders' consideration at an annual or special meeting of the Issuer's stockholders. The Reporting Person may also sell some or all of its shares of Common Stock through privately negotiated transactions, or to change its intention with respect to any and all matters referred to in this Item 4. Item 5. Interest in Securities of the Issuer. (a) As of the close of business on November 11, 2003, the Reporting Person beneficially owned 322,816 shares of Common Stock constituting approximately 6.52% of the shares of Common Stock outstanding. The aggregate percentage of shares of Common Stock reported owned by the Reporting Person is based upon 4,947,648 shares of Common Stock outstanding as of August 13, 2003 as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2003 filed with the Securities and Exchange Commission on August 13, 2003. (b) The Reporting Person has the sole power to vote and dispose of the shares of Common Stock reported in this Schedule 13D. (c) In the last 60 days, the Reporting Person effected no transactions in the Common Stock other than as follows:
Number of Filing Party Date Buy or Sell Shares Price Acquisitor Holdings (Bermuda) Ltd. 10/30/2003 Buy 13,000 $ 3.07 Acquisitor Holdings (Bermuda) Ltd. 11/3/2003 Buy 24,583 $ 3.30 Acquisitor Holdings (Bermuda) Ltd. 11/6/2003 Buy 12,600 $ 3.61 Acquisitor Holdings (Bermuda) Ltd. 11/10/2003 Buy 5,000 $ 3.24
(d) No person other than the Reporting Person is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such shares of the Common Stock. (e) Not Applicable [The remainder of this page was intentionally left blank.] - ------------------- ----------------- CUSIP No. 014384101 13D Page 5 of 7 Pages - ------------------- ----------------- SIGNATURES After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: November 12, 2003 ACQUISITOR HOLDINGS (BERMUDA) LTD. By: /s/ Duncan Soukup -------------------------------- Name: Duncan Soukup Title: Deputy Chairman - ------------------- ----------------- CUSIP No. 014384101 13D Page 6 of 7 Pages - ------------------- ----------------- SCHEDULE A Information Concerning Directors and Executive Officers of the Filing Parties The following table sets forth certain information concerning each of the directors and executive officers of Acquisitor Holdings (Bermuda) Ltd. ("Acquisitor") as of the date hereof.
Name: Duncan Soukup (Deputy Chairman) Citizenship: British Business Address: 118 E. 25th Street, 8th Floor New York, New York 10010 USA Principal Occupation: Deputy Chairman, Acquisitor Name: Luke Oliver Johnson (Non-Executive Director) Citizenship: British Business Address: Clarendon House 2 Church Street Hamilton HM 11 Bermuda Principal Occupation: Non-Executive Director, Acquisitor Chairman, Signature Restaurants plc Name: John Stanislas Albert Radziwill (Chairman) Citizenship: British Business Address: Clarendon House 2 Church Street Hamilton HM 11 Bermuda Principal Occupation: Chairman, Acquisitor Director, Goldcrown Group Limited Director, International Assets Holding Corporation Name: James Ozanne (Non-Executive Director) Citizenship: USA Business Address: Clarendon House 2 Church Street Hamilton HM 11 Bermuda Principal Occupation: Non-Executive Director, Acquisitor Principal, Greenrange Partners Director, Financial Security Assurance Name: Christopher Harwood Bernard Mills (Non-Executive Director) Citizenship: British Business Address: J O Hambro Capital Management Limited Ryder Court 14 Ryder Street London SW1Y 6QB England Principal Occupation: Non-Executive Director, Acquisitor Executive Director, NASCIT Executive Director, American Opportunity Trust Director, J O Hambro Capital Management - ------------------- ----------------- CUSIP No. 014384101 13D Page 7 of 7 Pages - ------------------- ----------------- Name: Peter Melhado (Non-Executive Director) Citizenship: USA Business Address: Clarendon House 2 Church Street Hamilton HM 11 Bermuda Principal Occupation: Non-Executive Director, Acquisitor General Partner, Polaris Partners, L.P. Name: Timothy James Carey Lovell (Non-Executive Director and Assistant Secretary) Citizenship: British Business Address: 9 Walton Street 1st Floor London England SW3 2JD Principal Occupation: Non-Executive Director, Acquisitor
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