UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ____)*
Exide Technologies
-------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
(Title of Class of Securities)
302051206
------------------------
(CUSIP Number)
Sandell Asset Management Corp.
40 West 57th Street
26th Floor
New York, NY 10019
Attention : Michael Fischer, General Counsel
212-603-5700
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 27, 2004
------------------
(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 that 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|.
Page 2 of 27 Pages
SCHEDULE 13D
CUSIP No. 302051206
1 NAME OF REPORTING PERSON
Castlerigg Master Investments Ltd.
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
British Virgin Islands
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,799,218
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,799,218
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,799,218
Page 3 of 27 Pages
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
14 TYPE OF REPORTING PERSON
CO
Page 4 of 27 Pages
1 NAME OF REPORTING PERSON
Sandell Asset Management Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,799,218
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,799,218
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,799,218
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
Page 5 of 27 Pages
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
14 TYPE OF REPORTING PERSON
CO
Page 6 of 27 Pages
1 NAME OF REPORTING PERSON
Castlerigg International Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,799,218
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,799,218
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,799,218
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
Page 7 of 27 Pages
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
14 TYPE OF REPORTING PERSON
CO
Page 8 of 27 Pages
1 NAME OF REPORTING PERSON
Castlerigg International Holdings Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,799,218
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,799,218
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,799,218
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
Page 9 of 27 Pages
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
14 TYPE OF REPORTING PERSON
CO
Page 10 of 27 Pages
1 NAME OF REPORTING PERSON
Thomas E. Sandell
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Sweden
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,799,218
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,799,218
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,799,218
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
Page 11 of 27 Pages
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
14 TYPE OF REPORTING PERSON
IN
Page 12 of 27 Pages
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the common stock, par value $.01
per share, of Exide Technologies, a Delaware corporation ("Exide").
The principal executive offices of Exide are located at:
Crossroads Corporate Center
3150 Brunswick Pike, Suite 230
Lawrenceville, New Jersey 08648
ITEM 2. IDENTITY AND BACKGROUND
(a). NAME
The names of the persons filing this statement on Schedule 13D are:
Castlerigg Master Investments Ltd., a British Virgin Islands Company
("Castlerigg Master Investments"), Sandell Asset Management Corp., a
British Virgin Islands Company ("SAMC"), Castlerigg International Limited,
a British Virgin Islands Company ("Castlerigg International"), Castlerigg
International Holdings Limited, a British Virgin Islands Company
("Castlerigg Holdings" and, collectively with Castlerigg Master Investments
and Castlerigg International, the "Fund"), and Thomas E. Sandell, a citizen
of Sweden ("Sandell") (together, the "Reporting Persons").
The shares of common stock beneficially owned by the Reporting Persons are
owned directly by Castlerigg Master Investments. Castlerigg Holdings is the
controlling shareholder of Castlerigg Master Investments and Castlerigg
International is the controlling shareholder of Castlerigg Holdings.
SAMC is the Investment Manager of the Fund. The controlling shareholder of
SAMC is Sandell.
(b). RESIDENCE OR BUSINESS ADDRESS
The principal business address for each of Castlerigg Master Investments,
Castlerigg International and Castlerigg Holdings is c/o Citco Fund Services
(Curacao) N.V., Kaya Flamboyan 9, P.O. Box 812, Curacao, Netherlands,
Antilles.
The principal business address for each of SAMC and Sandell is 40 West 57th
Street, 26th Floor, New York, New York, 10019.
Page 13 of 27 Pages
(c). PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND THE NAME,
PRINCIPAL BUSINESS AND ADDRESS OF ANY CORPORATION OR OTHER ORGANIZATION IN
WHICH SUCH EMPLOYMENT IS CONDUCTED
The Fund is a private investment fund whose investment objective is to
achieve superior investment returns, focusing primarily on a global,
event-driven investment strategy, including global, event-driven risk
arbitrage, reorganizations, mergers, spin-offs, liquidations and distressed
securities and other situations.
Information regarding the directors, executive officers and/or control
persons of Castlerigg Master Investments, Castlerigg International,
Castlerigg Holdings, SAMC, and Sandell (collectively, the "Instruction C
Persons") is set forth in Appendix III attached hereto.
(d), (e). CRIMINAL CONVICTIONS; CIVIL PROCEEDINGS
During the last five years, none of the Reporting Persons or the persons
listed in Appendix III have: (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) been a 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 or prohibiting
activities subject to federal or state securities laws or finding any
violation of such laws.
(f). CITIZENSHIP
Castlerigg Master Investments, Castlerigg International, Castlerigg
Holdings, and SAMC are British Virgin Islands companies.
Sandell is a citizen of Sweden.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Castlerigg Master Investments acquired 1,799,218 shares of the common stock
of Exide (the "Shares"). The funds used to purchase the Shares were
obtained from (and, if additional shares of Exide's common stock are
purchased in the future, it is expected that such funds will also be
obtained from) a combination of the general working capital of the
investment entities managed by the Reporting Persons and margin account
borrowings made in the ordinary course of business.
Page 14 of 27 Pages
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the acquisition of the Shares is for investment purposes,
and the acquisitions of the Shares were made in the ordinary course of
business and were not made for the purpose of acquiring control of Exide.
Although none of the Reporting Persons has any specific plan or proposal to
acquire or dispose of the Shares, consistent with its investment purpose,
each Reporting Person at any time and from time to time may acquire
additional shares of Exide common stock or dispose of any or all of its
Shares depending upon an ongoing evaluation of the investment in the
Shares, prevailing market conditions, other investment opportunities,
liquidity requirements of the Reporting Persons, and/or other investment
considerations.
Consistent with the investment purpose, representatives of SAMC have
recently engaged in preliminary discussions with members of the board of
directors of Exide, as well as with several shareholders of Exide,
regarding Exide, including but not limited to its operations and board
composition. The Reporting Persons may engage in further communications
with one or more shareholders of Exide, one or more officers of Exide, one
or more members of the board of directors of Exide and/or one or more
representatives of Exide on a variety of possible subjects regarding ways
to increase shareholder value. Some of the suggestions SAMC might make may
affect control of Exide and/or may relate to any of the following: changes
to the board of directors or management of Exide, the merger, acquisition
or liquidation of Exide, the divestiture of certain assets of Exide, a
change in the present capitalization or dividend policy of Exide or a
change in Exide's charter or by-laws.
Except to the extent the foregoing may be deemed a plan or proposal, none
of the Reporting Persons has any specific plans or proposals which relate
to, or could result in, any of the matters referred to in paragraphs (a)
through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The
Reporting Persons may, at any time and from time to time, review or
reconsider their position and/or change their purpose and/or formulate
plans or proposals with respect thereto.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a). The Reporting Persons as a group beneficially own 1,799,218
shares of Exide common stock. This comprises approximately 7.5% of the
outstanding common stock of Exide.
(b). None of the Reporting Persons has sole power to vote or to
direct the vote or sole power to dispose or to direct the disposition of
the Shares.
Each of the Reporting Persons has shared power to vote and to direct the
vote and shared power to dispose and to direct the disposition of 1,799,218
shares of Exide common stock.
Page 15 of 27 Pages
(c). A list of the transactions in Exide common stock that were
effected by the Reporting Persons during the past sixty days is attached as
Appendix I.
(d). N/A
(e). N/A
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
None, other than as noted in Item 2 and Appendix II.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following documents are filed as exhibits:
Appendix I: List of the transactions in Exide common stock that were
effected by the Reporting Persons during the past sixty days.
Appendix II: Joint Filing Agreement.
Appendix III: Instruction C Person Information.
Page 16 of 27 Pages
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.
Dated: November 5, 2004 CASTLERIGG MASTER INVESTMENTS LTD.
By: Sandell Asset Management Corp.
As Investment Manager
By:/s/ Thomas E. Sandell
------------------------
Thomas E. Sandell
Title: Director
SANDELL ASSET MANAGEMENT CORP.
By:/s/ Thomas E. Sandell
------------------------
Thomas E. Sandell
Title: Director
CASTLERIGG INTERNATIONAL LIMITED
By:/s/ Thomas E. Sandell
------------------------
Thomas E. Sandell
Title: Director
CASTLERIGG INTERNATIONAL HOLDINGS LIMITED
By:/s/ Thomas E. Sandell
------------------------
Thomas E. Sandell
Title: Director
/s/ Thomas E. Sandell
------------------------
Thomas E. Sandell