0000899140-05-000196.txt : 20120629
0000899140-05-000196.hdr.sgml : 20120629
20050228165555
ACCESSION NUMBER: 0000899140-05-000196
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 3
FILED AS OF DATE: 20050228
DATE AS OF CHANGE: 20050228
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: 05646367
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
s2772167a.txt
AMENDMENT NO. 2
SECURITIES AND EXHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
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
February 24, 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 13
Exhibit Index Appears on Page 7
SCHEDULE 13D
------------------ ------------------
CUSIP No.302051206 Page 2 of 13 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
1,522,300
----------- --------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY ----------- --------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 1,522,300
----------- --------------------------------------------
10 SHARED DISPOSITIVE POWER
0
----------------------- ----------- --------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,522,300
------------- ------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
------------- ------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
------------- ------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
OO, IA
------------- ------------------------------------------------------------------
SCHEDULE 13D
------------------ ------------------
CUSIP No.302051206 Page 3 of 13 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
1,522,300
----------- --------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY ----------- --------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 1,522,300
----------- --------------------------------------------
10 SHARED DISPOSITIVE POWER
0
------------ -------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,522,300
------------ -------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
------------ -------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
------------ -------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IA
------------ -------------------------------------------------------------------
This Amendment No. 2 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, the "Schedule 13D" and collectively with
this Amendment No. 2, the "Statement"). The Statement relates to the Common
Stock, par value $.01 per share (the "Shares"), 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
fourth paragraph of such Item:
On February 24, 2005, SFM LLC and the Issuer executed a confidentiality
agreement, a copy of which is attached hereto as Exhibit F and incorporated into
Item 6 of the Statement in its entirety. On February 28, 2005, SFM LLC sent a
letter to the Issuer summarizing its position with respect to various corporate
governance matters discussed with representatives of the Issuer. A copy of this
letter is attached hereto as Exhibit E and incorporated herein in its entirety.
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 October 30, 2002, granted by Mr.
George Soros in favor of Armando T. Belly, John F. Brown, Jodye Anzalotta,
Maryann Canfield, Richard D. Holahan, Jr. and Robert Soros (incorporated by
reference to the Schedule 13G filed by the Reporting Persons on November 26,
2004).
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).
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.
Page 4 of 13
Exhibit F: Confidentiality Agreement executed on February 24, 2005 between
SFM LLC and the Issuer.
Page 5 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.
February 28, 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 6 of 13
Exhibit Index
Exhibit Page
------- ----
Exhibit A Joint Filing Agreement, dated December 22, 2004, N/A
among Soros Fund Management LLC N/A 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 October 30, 2002, N/A
granted by Mr. George Soros in N/A favor of
Armando T. Belly, John F. Brown, Jodye Anzalotta,
Maryann Canfield, Richard D. Holahan, Jr. and
Robert Soros (incorporated by reference to the
Schedule 13G filed by the Reporting Persons on
November 26, 2004).
Exhibit C Joint Plan of Reorganization of the Official N/A
Committees of Unsecured Creditors and N/A 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 Exide N/A
Technologies (incorporated by N/A 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 Exide 8
Technologies.
Exhibit F Confidentiality Agreement executed on February 24, 2005
between SFM LLC and the Issuer. 11
Page 7 of 13
EX-99.E
2
s2772167b.txt
LETTER TO THE BOARD
Exhibit E
Soros Fund Management LLC
888 Seventh Avenue
33rd Floor
New York, New York 10106
February 28, 2005
John P. Reilly
Michael P. Ressner
Eugene Davis
Exide Technologies
Crossroads Corporate Center
3150 Brunswick Pike, Suite 230
Lawrenceville, New Jersey 08648
Gentlemen:
Thank you for taking the time to speak with us recently, and meet with us
on February 24, 2005, regarding various matters concerning Exide. We are
encouraged by the recent efforts of the Board of Directors and management to
communicate with stockholders and the Board's and management's seeming
willingness to consider input and proposals from stockholders. During our
meeting, we discussed several topics and we thought it might be useful to write
and summarize our position on corporate governance matters. We emphasize that
action on each of these matters is integral and, as set forth below, should be
seen in their entirety.
First, we agree with you that the top priority now is recruiting a new Chief
Executive Officer to lead the Company and we appreciated the opportunity you
afforded us this past Friday to speak with your top candidate. We are generally
supportive of him if the Board votes to select him and acceptable terms for his
retention can be negotiated and look forward to continuing a constructive
dialogue with him or whomever the next CEO may be.
Second, as we indicated during our meeting with you, we have spoken with several
well-qualified professionals who we believe could be of assistance to Exide.
Jerome York, one of these professionals, has indicated that, subject to
completion of diligence regarding Exide, he would be willing to discuss with you
the possibility of joining the Board of Directors of Exide. John Gildea, another
experienced professional with whom we are familiar, would also consider serving.
We think Mr. York's and Mr. Gildea's presence on the Board would be of
significant benefit to management in helping shape Exide's strategic direction.
Mr. York's and Mr. Gildea's biographical information is enclosed with this
letter. We hereby propose to the Nominating Committee of the Board that each be
nominated to join the Board as soon as possible. We note that, under Exide's
certificate of incorporation, the Board may expand the number of directors from
seven to nine -- so the process of electing these two well-qualified individuals
could be accomplished by Board action alone.
Third, in addition to increasing the size of the Board, we believe that it would
be in the best interests of Exide's stockholders for the Board to recommend, for
stockholder approval at the 2005 annual meeting, an amendment to Exide's
certificate of incorporation that would eliminate the classified board and
permit the election of each director at the 2005 annual meeting, and each annual
meeting thereafter. We believe that the Board should also recommend, for
stockholder approval at the 2005 annual meeting, amendments to Exide's
certificate of incorporation and by-laws that would permit the removal of
directors without cause and allow for stockholders to call special meetings, fix
the number of directors and to fill vacancies on the Board.
John P.Reilly
Michael P. Ressner
Eugene Davis
Exide Technologies
February 28, 2005
Page 2
We look forward to continuing a dialogue with you and management in an effort to
enhance stockholder value.
Very truly yours,
/s/ Richard Brennan
Richard Brennan
Director
Soros Fund Management LLC
Enclosure
- 2 -
John P.Reilly
Michael P. Ressner
Eugene Davis
Exide Technologies
February 28, 2005
Page 3
Biographical Information
Mr. York is Chief Executive Officer of Harwinton Capital Corporation, a private
investment company which he controls. From February 2000 to September 2003, he
was Chairman, President and Chief Executive Officer of MicroWarehouse, Inc., a
reseller of computer hardware, software and peripheral products. Mr. York
previously served as Vice Chairman of Tracinda from September 1995 to October
1999 and as a director of MGM MIRAGE from November 1995 to May 2002. Prior to
joining Tracinda, Mr. York served as Senior Vice President and Chief Financial
Officer of IBM Corporation from May 1993 to September 1995 and as a director of
IBM Corporation from January 1995 to September 1995. Prior thereto, Mr. York
served as Executive Vice President-Finance and Chief Financial Officer of
Chrysler Corporation from May 1990 to May 1993 and as a director of Chrysler
Corporation from April 1992 to May 1993. In addition, Mr. York serves on the
boards of directors of Apple Computer, Inc., Metro-Goldwyn-Mayer, Inc. and Tyco
International Ltd.
Mr. Gildea has been a managing director and principal of Gildea Management
Company since 1990. Gildea Management Company and its affiliates have been the
investment advisor to The Network Funds, which specializes in distressed company
and special situation investments. Mr. Gildea has served on the Board of
Directors of a number of restructured or restructuring companies, including
Amdura Corporation, American Healthcare Management, Inc., America Service Group
Inc., GenTek, Inc., Konover Property Trust, Inc. and UNC Incorporated. Mr.
Gildea serves on the Board of Directors of Sterling Chemical and also serves on
the Board of Directors of several United Kingdom based investment trusts.
- 3 -
EX-99.F
3
s2772167c.txt
NON-DISCLOSURE AGREEMENT
Exhibit F
NON-DISCLOSURE AGREEMENT
------------------------
This Agreement is made as of this 23rd day of February, 2005, between Exide
Technologies with an address at 3150 Brunswick Pike, Suite 230, Lawrenceville,
NJ 08648, hereinafter called the ("Disclosing Party"), and Soros Fund Management
LLC, with an address at 888 Seventh Avenue, New York, New York 10106,
hereinafter called the ("Receiving Party"). Both of the aforementioned are
hereinafter referred to as the ("Parties").
It is anticipated that the Disclosing Party may disclose to the Receiving
Party certain technical and/or business information about the Disclosing Party,
which the Disclosing Party regards as proprietary and/or confidential. The
purpose of this Agreement is to set forth the terms and conditions under which
such information will be maintained in confidence by the Receiving Party. In
consideration of the mutual covenants contained herein, the parties agree as
follows:
1. "Proprietary" or "Confidential Information", hereinafter also
referred to as "Information", as used herein shall mean
technical and/or business information which is disclosed by
the Disclosing Party to the Receiving Party and is marked
physically, designated orally, or would be reasonably
understood as "Proprietary" or "Confidential".
2. Notwithstanding any of the foregoing, the following shall not
be deemed Information; information which is:
a. in the public domain or falls into the public domain
through no breach of this Agreement on the part of
the Receiving Party;
b. already known to the Receiving Party before it
receives the information from the Disclosing Party;
c. rightfully obtained by the Receiving Party from a
third party who is not known by the Receiving Party
to be under any obligation of confidentiality to the
Disclosing Party;
d. provided by the Disclosing Party to a third party not
under any obligation of confidentiality;
e. developed independently by the Receiving Party; or
f. approved for release by written authorization of the
Disclosing Party.
3. For so long as the Information is confidential the Receiving Party
will:
a. restrict disclosure of the Information solely to those of its
employees, officers, directors, affiliates, consultants,
counselors, agents, advisors, financial advisors, potential
financing sources current investors and potential
investors in entities the Receiving Party may advise
(collectively, "Representatives") with a need to know and
not disclose it to third parties;
b. advise its Representatives who receive Information of the
obligation of confidentiality expressed in this Agreement (unless
such persons have an independent obligation to keep such
information confidential); and
c. exercise and require Representatives to exercise due diligence
and care in the protection of the Information of the Disclosing
Party to no less a degree than used by the Receiving Party to
protect its own information.
4. The Disclosing Party agrees that, notwithstanding any other provision
of this Agreement, the trading activities of any account managed by
Soros Fund Management LLC, George Soros or their employees shall not
be restricted in any way by the provisions of this Agreement so long
as the persons directing such trading are not in receipt of any
Information.
5. The Receiving Party and the Disclosing Party each agree not to make
any disclosure (other than to their respective Representatives):
a. that the Parties are having or have had discussions, or that the
Receiving Party has received information from the Disclosing
Party,
b. that the Receiving Party is considering Information, or
c. concerning any discussions related to Information;
provided that the Receiving Party may make such disclosure upon
receiving the advice of its counsel that such disclosure is
required by applicable law or regulations, in which case, the
Receiving Party will notify the Disclosing Party as soon as
possible (if it is legally permitted to do so), prior to making
such disclosure if practicable and cooperate with the Disclosing
Party's efforts to limit the further disclosure of such
information (at the Disclosing Party's sole expense).
6. The Parties agree that unless and until a definitive agreement between
the two Parties with respect to any transaction has been executed and
delivered, neither Party will be under any legal obligation of any
kind whatsoever with respect to such transaction. If the Disclosing
Party should elect at any time to terminate further access by the
Receiving Party to the Information for any reason, the Receiving Party
will, at its option, within ten business days either redeliver to the
Disclosing Party or destroy all copies of the Information and notes or
other material containing the Information, provided Receiving Party
and its Representatives may retain one copy == of the Information
required for regulatory and compliance purposes. Notwithstanding the
return or destruction of Information, the Receiving Party will
continue to be bound by the obligation of confidentiality pursuant to
this Agreement for the term of this Agreement.
7. This Agreement contains the entire Agreement between the Parties
and supersedes any previous understandings, commitments, or
agreements, oral or written.
8. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York, without regard
to the choice of law provisions thereof.
9. The obligations hereunder shall terminate two months from the date
hereof.
IN WITNESS WHEREOF, the Parties agree that the effective date of this
Agreement shall be the date first set forth above.
Receiving Party: Disclosing Party:
Soros Fund Management LLC Exide Technologies
By: /s/ Richard D. Holahan, Jr. By: /s/ Stuart Kupinsky
--------------------------- ---------------------------
Name: Richard D. Holahan, Jr. Name: Stuart Kupinsky
--------------------------- ---------------------------
Title: Assistant General Counsel Title: General Counsel
--------------------------- ---------------------------
Date: February 23, 2005 Date: February 24, 2005
--------------------------- ---------------------------