0000905718-13-000017.txt : 20130129 0000905718-13-000017.hdr.sgml : 20130129 20130129082034 ACCESSION NUMBER: 0000905718-13-000017 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130129 DATE AS OF CHANGE: 20130129 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Rockwood Holdings, Inc. CENTRAL INDEX KEY: 0001315695 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 522277366 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80939 FILM NUMBER: 13553610 BUSINESS ADDRESS: STREET 1: 100 OVERLOOK CENTER CITY: PRINCETON STATE: NJ ZIP: 08540 BUSINESS PHONE: 609-514-0300 MAIL ADDRESS: STREET 1: 100 OVERLOOK CENTER CITY: PRINCETON STATE: NJ ZIP: 08540 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ATLANTIC INVESTMENT MANAGEMENT INC CENTRAL INDEX KEY: 0001063296 IRS NUMBER: 133482911 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 666 FIFTH AVENUE STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10103 BUSINESS PHONE: 2126886644 MAIL ADDRESS: STREET 1: 666 FIFTH AVENUE STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10103 SC 13D/A 1 sc13rockwoodam2jan13.htm AMENDMENT NO. 2 sc13rockwoodam2jan13.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
 
(Amendment No. 2)
 
 
ROCKWOOD HOLDINGS INC.
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
774415103
(CUSIP Number)

 
 
 
with a copy to:
 
Alexander J. Roepers
  
Allen B. Levithan, Esq.
 
Atlantic Investment Management, Inc.
  
Lowenstein Sandler PC
 
666 Fifth Avenue
  
65 Livingston Avenue
 
New York, New York 10103
  
Roseland, New Jersey 07068
  (212) 484-5050  
(973) 597-2500
 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
 
January 28, 2013
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 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).

 
 
 
Cusip No. 774415103
  
     
 
1.
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only):
     
                     Atlantic Investment Management, Inc.
     
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions):
  
 
(a)
o
  
 
(b)
o
  
       
 
3.
SEC Use Only
  
       
 
4.
Source of Funds (See Instructions):   AF, OO
  
       
 
5.
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):   Not Applicable
 
   
 
 
       
 
6.
Citizenship or Place of Organization:   Delaware
  
       
 
Number of
7.
Sole Voting Power:
3,800,000*
 
 
Shares Beneficially
8.
Shared Voting Power:
0
 
 
Owned by
        
 
Each Reporting
9.
Sole Dispositive Power:
3,800,000*
 
 
Person With
10.
Shared Dispositive Power:
0
 
     
     
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person:   3,800,000*
     
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):   Not Applicable
   
 
     
 
13.
Percent of Class Represented by Amount in Row (11):   4.89%*
     
 
14.
Type of Reporting Person (See Instructions): IA
 
* As of January 28, 2013, this percentage includes: (i) 2,526,307 shares (3.25%) of the Issuer’s Common Stock, par value $0.01 per share (“Shares”), beneficially owned by Cambrian Master Fund, Ltd., a British Virgin Islands company, (ii) 670,172 Shares (0.86%) beneficially owned by AJR International Master Fund, Ltd., a British Virgin Islands company, (iii) 156,400 Shares (0.20%) beneficially owned by Cambrian Global Master Fund, Ltd., a British Virgin Islands company, and (iv) 447,121 Shares (0.58%) held in several Managed Accounts (the “Managed Accounts”). Atlantic Investment Management, Inc., serving as the investment advisor of the foregoing parties and the Managed Accounts, has sole voting and sole dispositive power over all Shares beneficially owned by such parties or held in the Managed Accounts. See Items 2 and 5 for additional details.
 
 
 
-2-
 
 
 

 
 
Item 1.   Security and Issuer.
 
       This statement relates to the common stock, par value $0.01 per share (the “Shares”), of Rockwood Holdings, Inc. (the “Issuer”). The Issuer has principal executive offices located at 100 Overlook Center, Princeton, NJ 08540.
 
 
Item 2.   Identity and Background.
 
       (a)  This statement is filed by Atlantic Investment Management, Inc., a Delaware corporation (the “Reporting Person”), with respect to 3,800,000 Shares over which the Reporting Person has sole dispositive and voting power by reason of serving as the investment advisor to: (i) AJR International Master Fund, Ltd., a British Virgin Islands company (“AJR”); (ii) Cambrian Master Fund, Ltd., a British Virgin Islands company (“Cambrian Fund”); (iii) Cambrian Global Master Fund, Ltd., a British Virgin Islands company (“Cambrian Global Fund”); and (iv) several managed accounts (the “Managed Accounts”).
 
      (b)  The business address of the Reporting Person and Mr. Alexander Roepers, the president, sole director and sole shareholder of the Reporting Person, is 666 Fifth Avenue, New York, New York 10103.
 
       (c)  The principal business of the Reporting Person is that of an investment advisor engaging in the purchase and sale of securities for investment with the objective of capital appreciation on behalf of AJR, Cambrian Fund, Cambrian Global Fund and the Managed Accounts. The principal occupation of Mr. Roepers is serving as the president and managing officer of the Reporting Person.
 
       (d)  Neither the Reporting Person nor Mr. Roepers has, during the past five (5) years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
       (e)  Neither the Reporting Person nor Mr. Roepers has, during the past five (5) years, been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is now 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.
 
       (f)  Mr. Roepers is a citizen of the United States.
 
 
 
 
-3-
 

 
 
 

 
Item 3.   Source and Amount of Funds or Other Consideration.
 
         The Shares purchased by the Reporting Person on behalf of AJR, Cambrian Fund, Cambrian Global Fund and the Managed Accounts were purchased with the investment capital of such entities and accounts. The aggregate amount of funds used in making the purchases reported on this Schedule 13D was approximately $175,573,373.
 
 
Item 4.   Purpose of Transaction.
 
         The Reporting Person acquired, on behalf of AJR, Cambrian Fund, Cambrian Global Fund and the Managed Accounts, and continues to hold, the Shares reported in this Schedule 13D for investment purposes. The Reporting Person intends to evaluate the performance of the Shares as an investment in the ordinary course of business. The Reporting Person pursues an investment objective that seeks capital appreciation. In pursuing this investment objective, the Reporting Person analyzes the operations, capital structure and markets of companies in which the Reporting Person’s clients invest, including the Issuer, on a continuous basis through analysis of documentation and discussions with knowledgeable industry and market observers and with representatives of such companies.
 
         The Reporting Person will continuously assess the Issuer’s business, financial condition, results of operations and prospects, general economic conditions, the securities markets in general and those for the Shares in particular, other developments and other investment opportunities. Depending on such assessments, the Reporting Person may acquire additional Shares or may determine to sell or otherwise dispose of all or some of the Shares presently held by AJR, Cambrian Fund, Cambrian Global Fund and the Managed Accounts in the open market or in private transactions. Such actions will depend upon a variety of factors, including, without limitation, current and anticipated future trading prices for the Shares, the financial condition, results of operations and prospects of the Issuer, alternative investment opportunities, general economic, financial market and industry conditions and other factors that the Reporting Person may deem material to its investment decision.
 
 
 
 
 
 
-4-

 
 
 
 
 
       The Reporting Person will continue its active discussions with the Issuer’s management with respect to actions which might be taken by the management of the Issuer to maximize shareholder value of the Issuer. In addition, the Reporting Person may hold discussions with other parties who might engage in shareholder value enhancing activities for the benefit of all of the Issuer’s shareholders. There can be no assurance that the Reporting Person will take any of the actions described in the previous sentence.
 
         Except as set forth above, the Reporting Person has no present plans or proposals which relate to or would result in any of the transactions required to be described in Item 4 of Schedule 13D.
 
 
Item 5.   Interest in Securities of the Issuer.
 
       (a)  Based upon the information contained in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 26, 2012, there were issued and outstanding 77,652,708 Shares as of October 24, 2012.
 
       (b)  The Reporting Person does not directly own any Shares. The Reporting Person has entered into an investment advisory agreement with each of AJR, Cambrian Fund, Cambrian Global Fund and the Managed Accounts pursuant to which the Reporting Person has investment authority with respect to the securities held by such entities or in such accounts. Such power includes the power to dispose of and the power to vote the Shares. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, the Reporting Person is deemed to be the beneficial owner of the Shares held by such entities and accounts. Accordingly, the Reporting Person is deemed the beneficial owner of 3,800,000 Shares, or 4.89% of the outstanding Shares.
 
 
 
 
 
 
 
 
 
 
 
 
 
-5-
 
 
 
 
 
 

 
       (c)  The following table details the transactions by the Reporting Person, on behalf of AJR, Cambrian Fund, Cambrian Global Fund and the Managed Accounts, in Shares during the past sixty (60) days:
 

 
Date
Quantity
Price
Type of Transaction
 
12/03/2012
74,601
$45.9772
Open Market Purchase
 
12/04/2012
(6,447)
$45.6899
Open Market Sale
 
12/31/2012
60,000
$49.1366
Open Market Purchase
 
1/02/2013
14,823
$50.4698
Open Market Purchase
 
1/07/2013
(68,079)
$51.2360
Open Market Sale
 
1/08/2013
(36,608)
$50.7024
Open Market Sale
 
1/08/2013
(62,000)
$50.6850
Open Market Sale
 
1/09/2013
(100,000)
$51.0770
Open Market Sale
 
1/10/2013
(226,290)
$51.2373
Open Market Sale
 
1/18/2013
(186,080)
$53.5266
Open Market Sale
 
1/22/2013
(150,000)
$54.4038
Open Market Sale
 
1/23/2013
(23,463)
$54.4597
Open Market Sale
 
1/25/2013
(40,457)
$54.6026
Open Market Sale
 
1/28/2013
(200,000)
$54.5762
Open Market Sale
 
 
       Except for the transactions listed above, neither the Reporting Person, any entity for which the Reporting Person serves as investment advisor, nor any person or entity controlled by the Reporting Person, nor Mr. Roepers (including Mr. Roepers’ immediate family members) has traded Shares during the past sixty (60) days.
 
 
Item 6.   Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
       Not Applicable.
 
 
Item 7.   Material to be filed as exhibits.
 
       Not Applicable.
 
 
 
 
 
 
 
 
 


-6-

 
 
 

 
 

Signature

 
         After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.
 
 
  January 28, 2013  
     
  ATLANTIC INVESTMENT MANAGEMENT, INC.  
     
     
By:
/s/ Alexander J. Roepers
  
 
Alexander J. Roepers, President
 
 
 
 
     
 
 
 
 
 
 
 
 
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
-7-