0000728083-05-000019.txt : 20120705 0000728083-05-000019.hdr.sgml : 20120704 20050207143630 ACCESSION NUMBER: 0000728083-05-000019 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050207 DATE AS OF CHANGE: 20050207 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DENISON INTERNATIONAL PLC CENTRAL INDEX KEY: 0001042598 STANDARD INDUSTRIAL CLASSIFICATION: MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT [3590] IRS NUMBER: 760085919 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52721 FILM NUMBER: 05580078 BUSINESS ADDRESS: STREET 1: 14249 INDUSTRIAL PARKWAY CITY: MARYSVILLE STATE: OH ZIP: 43040 BUSINESS PHONE: 9376443915 MAIL ADDRESS: STREET 1: DENISON HYDRAULICS INC STREET 2: 14249 INDUSTRIAL PARKWAY CITY: MARYSVILLE STATE: OH ZIP: 43040 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST MANHATTAN CO CENTRAL INDEX KEY: 0000728083 IRS NUMBER: 131957714 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 437 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127563300 MAIL ADDRESS: STREET 1: 437 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 denison7.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 7 )(1) DENISON INTERNATIONAL PLC -------------------------------------------------------------------------------- (Name of Issuer) COMMON -------------------------------------------------------------------------------- (Title of Class of Securities) 248335101 -------------------------------------------------------------------------------- (CUSIP Number) -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [_] Rule 13d-1(c) [_] Rule 13d-1(d) ---------- (1) 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 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. 248335101 13G Page 2 of 5 Pages -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) First Manhattan Co. 13-1957714 -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] -------------------------------------------------------------------------------- 3. SEC USE ONLY -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION New York -------------------------------------------------------------------------------- NUMBER OF 5. SOLE VOTING POWER 0 SHARES ----------------------------------------------------------------- BENEFICIALLY 6. SHARED VOTING POWER 0 OWNED BY ----------------------------------------------------------------- EACH 7. SOLE DISPOSITIVE POWER 0 REPORTING ----------------------------------------------------------------- PERSON 8. SHARED DISPOSITIVE POWER 0 WITH -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0** -------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [-] -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON* BD, IA, PN -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! ----------------- ** Includes 0 shares owned by family members of Senior Managing Directors of First Manhattan Co. which are being reported for informational purposes. First Manhattan Co. disclaims dispositive power as to 0 of such shares and beneficial ownership as to 0 of such shares. CUSIP No. 248335101 13G Page 3 of 5 Pages Item 1(a). Name of Issuer: DENISON INTERNATIONAL PLC -------------------------------------------------------------------- Item 1(b). Address of Issuer's Principal Executive Offices: MASTERS HOUSE, 107 HAMMERSMITH ROAD LONDON W14 OQH ENGLAND -------------------------------------------------------------------- Item 2(a). Name of Person Filing: First Manhattan Co. -------------------------------------------------------------------- Item 2(b). Address of Principal Business Office, or if None, Residence: 437 Madison Avenue New York, NY 10022 -------------------------------------------------------------------- Item 2(c). Citizenship: U.S.A. -------------------------------------------------------------------- Item 2(d). Title of Class of Securities: Common -------------------------------------------------------------------- Item 2(e). CUSIP Number: 248335101 -------------------------------------------------------------------- Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [_] Broker or dealer registered under Section 15 of the Exchange Act. (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) [_] Investment company registered under Section 8 of the Investment Company Act. (e) [X] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). CUSIP No. 248335101 13G Page 4 of 5 Pages Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 0 ** ---------------------------------------------------------------------- (b) Percent of class: 0% ---------------------------------------------------------------------- (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 0 (iii) Sole power to dispose or to direct the disposition of 0 (iv) Shared power to dispose or to direct the disposition of 0 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 [ X ] ----------------------------------------------------------------------- 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 on by the Parent Holding Company or Control Person. Not Applicable ----------------------------------------------------------------------- Item 8. Identification and Classification of Members of the Group. Not Applicable ----------------------------------------------------------------------- Item 9. Notice of Dissolution of Group. Not Applicable ---------------------------------------------------------------------- ----------------- ** Includes 0 shares owned by family members of Senior Managing Directors of First Manhattan Co. which are being reported for informational purposes. First Manhattan Co. disclaims dispositive power as to 0 of such shares and beneficial ownership as to 0 of such shares. Page 5 of 5 Pages Item 10. Certifications. (a) The following certification shall be included if the statement is filed pursuant to Rule 13d-1(b): "By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect." (b) The following certification shall be included if the statement is filed pursuant to Rule 13d-1(c): "By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect." 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 7, 2005 ---------------------------------------- (Date) /s/ Neal K. Stearns ---------------------------------------- (Signature) Neal K. Stearns Senior Managing Director ---------------------------------------- (Name/Title) 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 for whom copies are to be sent. Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).