-----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, GRnIMZq6Xgn59jpavVSQVbjeTYRrxo7r79hHyrWnumvirslkCZ0DS9Dgq/9JB7Ao q4sZxSnDhAMoiy/v6TBgVQ== 0001013594-06-000520.txt : 20060920 0001013594-06-000520.hdr.sgml : 20060920 20060920162449 ACCESSION NUMBER: 0001013594-06-000520 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060920 DATE AS OF CHANGE: 20060920 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CINRAM INTERNATIONAL INCOME FUND CENTRAL INDEX KEY: 0000908262 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD AUDIO & VIDEO EQUIPMENT [3651] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53651 FILM NUMBER: 061100371 BUSINESS ADDRESS: STREET 1: 2255 MARKHAM RD STREET 2: SCARBOROUGH CITY: ONTARIO CANADA MIB 2 STATE: A6 ZIP: 00000 BUSINESS PHONE: 4162988190 MAIL ADDRESS: STREET 1: 2255 MARKHAM ROAD CITY: SCARBOROUGH ONTARIO STATE: A6 ZIP: M1B 2W3 FORMER COMPANY: FORMER CONFORMED NAME: CINRAM INTERNATIONAL INC DATE OF NAME CHANGE: 19970904 FORMER COMPANY: FORMER CONFORMED NAME: CINRAM LTD DATE OF NAME CHANGE: 19930628 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMARANTH LLC CENTRAL INDEX KEY: 0001167129 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O DUNDEE LEEDS MGMT SERVICES (CAYMAN) STREET 2: WATERFRONT CENTER, 28 N. CHURCH ST CITY: GEORGETOWN, GRAND CAYMAN STATE: E9 ZIP: 06831 BUSINESS PHONE: 2036258300 MAIL ADDRESS: STREET 1: C/O DUNDEE LEEDS MGMT SERVICES (CAYMAN) STREET 2: WATERFRONT CENTER, 28 N. CHURCH ST CITY: GEORGETOWN, GRAND CAYMAN STATE: E9 ZIP: 06831 SC 13D/A 1 cinram13da-092006.txt SEPTEMBER 20, 2006 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No.4)* Cinram International Income Fund (successor-in-interest to Cinram International Inc.) (Name of Issuer) Trust Units (Title of Class of Securities) 172595100 (CUSIP Number) Karl Wachter, Esq. 1 American Lane Greenwich, Connecticut 06831 Tel: (203) 422-3340 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 18, 2006 (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(e), 13d-1(f) or 13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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). 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Amaranth LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[X] (b)[ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 8,000,000 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 8,000,000 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,000,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.3% 14. TYPE OF REPORTING PERSON* CO 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Amaranth Advisors L.L.C. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[X] (b)[ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 8,000,000 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 8,000,000 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,000,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.3% 14. TYPE OF REPORTING PERSON* IA 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Nicholas M. Maounis 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[X] (b)[ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 8,000,000 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 8,000,000 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,000,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.3% 14. TYPE OF REPORTING PERSON IN, HC This statement is filed with respect to the Trust Units, having no par value (the "Units") of Cinram International Income Fund (a successor-in-interest to Cinram International Inc.) (the "Issuer") beneficially owned by Amaranth LLC, a Cayman Islands exempted company, Amaranth Advisors L.L.C. and Nicholas M. Maounis (collectively, the "Reporting Persons") as of September 20, 2006 and amends and supplements the Schedule 13D filed April 10, 2006, as previously amended (collectively, the "Schedule 13D"). Except as set forth herein, the Schedule 13D is unmodified. The names of the persons filing this statement on Schedule 13D are: - Amaranth LLC, a Cayman Islands exempted company ("Amaranth"). - Amaranth Advisors L.L.C., a Delaware limited liability company. - Nicholas M. Maounis, an individual and a citizen of the United States ("Maounis"). Amaranth Advisors L.L.C. is the trading advisor for Amaranth and has been granted investment discretion over portfolio investments, including the Units held by it, which discretion includes the power to direct the voting and disposition of those investments. Amaranth Advisors (Canada) ULC ("AAC"), a subsidiary of Amaranth Advisors L.L.C., is a Nova Scotia unlimited liability company that provides investment management services to Amaranth with respect to the Units held by it. Maounis is the managing member of Amaranth Advisors L.L.C. and may, by virtue of his position as managing member, be deemed to have power to direct the vote and disposition of the Units held by Amaranth. ITEM 4. Purpose of Transaction. Item 4 of the Schedule 13D is hereby amended to add the following information: On September 18, 2006, AAC, on behalf of Amaranth Canada Trust ("Trust"), a Canadian resident trust whose sole beneficiary is a Canadian resident wholly-owned subsidiary of Amaranth, sent the letter attached as Exhibit C to the trustees of the Issuer. The Trust has beneficial ownership of 8,000,000 Units of the Issuer, representing in aggregate approximately 15.3% of the outstanding Units (or 14.0% on a diluted basis assuming the exchange of the Class B limited partnership units of Cinram International Limited Partnership). Amaranth indirectly beneficially owns all of the Units beneficially owned by the Trust. In addition, Amaranth has an economic interest in 2,654,895 Units. There has been no change in the number of Units beneficially owned by Amaranth or the Trust since the last Schedule 13D filed by the Reporting Persons on June 2, 2006. Amaranth indirectly holds securities of the Issuer for investment purposes, with a view to maximizing the value of its investment. In their capacity as significant unitholders of the Issuer, each of the Trust and the Reporting Persons intend to seek to influence decisions of management and of the trustees of the Issuer, including by encouraging management and the trustees to adopt initiatives designed to increase the market price of the Units. At the present time, neither the Trust nor Amaranth intends to acquire control over the business of the Issuer or to acquire 20% or more of any class of the outstanding voting or equity securities of the Issuer. The Trust and Amaranth may from time to time, subject to market conditions and other relevant factors make additional investments in or dispositions of securities of the Issuer in the future, including additional purchases or sales of Units of the Issuer, without limitations as to the percentages of any class of the outstanding voting or equity securities of the Fund that may be purchased or sold. The Trust and the Reporting Persons reserve the right to further discuss and/or meet with trustees, management and other unitholders of the Issuer and/or formulate plans or proposals regarding the Issuer or its securities, including in respect of matters set out in the letter attached as Exhibit C. The other Reporting Persons' purposes and intentions are consistent with those of Amaranth. ITEM 7. Materials to be filed as Exhibits Exhibit A - Joint Filing Agreement (previously filed) Exhibit B - Power of Attorney (previously filed) Exhibit C - Letter to the trustees of the Issuer dated September 18, 2006 SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct. Dated: September 20, 2006 AMARANTH LLC by Amaranth Advisors L.L.C., as Trading Advisor By: /s/ Karl Wachter -------------------------------- Karl Wachter, Vice President AMARANTH ADVISORS L.L.C. By: /s/ Karl Wachter -------------------------------- Karl Wachter, Vice President NICHOLAS M. MAOUNIS /s/ Karl Wachter ------------------------------------------------------------- Karl Wachter by Power of Attorney for Nicholas M. Maounis EXHIBIT C September 18, 2006 Trustees of Cinram International Income Fund c/o David Rubenstein, Chief Executive Officer 2255 Markham Road Toronto, Ontario M1B 2W3 Dear Sirs: As you know, Amaranth Canada Trust ("ACT") has beneficial ownership of 8,000,000 trust units of Cinram International Income Fund (the "Fund"), representing approximately 15.3% of the issued and outstanding trust units. Randall Yasny, a nominee of ACT, serves as a trustee of the Fund. We are writing to you in our capacity as trading advisor to ACT, the largest equity holder in the Fund. Earlier this morning the Amaranth investment fund group announced significant trading losses in its natural gas trading business. Shortly thereafter, the trust units of Cinram came under intense selling pressure. Given the absence of any fundamental news about Cinram, we believe this selling was due to market participants speculating about ACT's intentions with respect to its Cinram holdings. It has been our view, which we understand is shared by the trustees and management of Cinram, that the public markets have failed to recognize the value of Cinram's business for quite some time. Given that the Cinram unit price has dropped 5% this morning without any fundamental news, we have come to the conclusion that this fact will persist for the foreseeable future. We believe that the trustees can materially enhance unitholder value by concluding, as we have, that Cinram simply will not receive an appropriate valuation in the public markets. Therefore, we believe that the trustees of Cinram should immediately retain financial advisors to explore a sale of Cinram, including a going private transaction. Yours truly, Manos Vourkoutiotis -----END PRIVACY-ENHANCED MESSAGE-----