0001546927-16-000344.txt : 20160127 0001546927-16-000344.hdr.sgml : 20160127 20160127160832 ACCESSION NUMBER: 0001546927-16-000344 CONFORMED SUBMISSION TYPE: SC 13G/A CONFIRMING COPY: PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160127 DATE AS OF CHANGE: 20160127 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Horsehead Holding Corp CENTRAL INDEX KEY: 0001385544 STANDARD INDUSTRIAL CLASSIFICATION: PRIMARY SMELTING & REFINING OF NONFERROUS METALS [3330] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83114 BUSINESS ADDRESS: STREET 1: 4955 STEUBENVILLE PIKE STREET 2: SUITE 405 CITY: PITTSBURGH STATE: PA ZIP: 15205 BUSINESS PHONE: 724-773-2212 MAIL ADDRESS: STREET 1: 4955 STEUBENVILLE PIKE STREET 2: SUITE 405 CITY: PITTSBURGH STATE: PA ZIP: 15205 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Dalal Street, LLC CENTRAL INDEX KEY: 0001549575 IRS NUMBER: 202815874 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1220 ROOSEVELT STREET 2: SUITE 200 CITY: IRVINE STATE: CA ZIP: 92620 BUSINESS PHONE: 949-453-0609 MAIL ADDRESS: STREET 1: 1220 ROOSEVELT STREET 2: SUITE 200 CITY: IRVINE STATE: CA ZIP: 92620 SC 13G/A 1 dalalstreetzinc01261613g.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3) Horsehead Holding Corp. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock -------------------------------------------------------------------------------- (Title of Class of Securities) 440694305 -------------------------------------------------------------------------------- (CUSIP Number) Dalal Street, LLC, 1220 Roosevelt, Suite 200, Irvine, CA 92620, 949-453-0609 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 26, 2016 -------------------------------------------------------------------------------- (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) |X| Rule 13d-1(c) |_| Rule 13d-1(d) * 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. 440694305 13G Page 2 of 5 Pages -------------------------------------------------------------------------------- 1. Names of Reporting Persons. Dalal Street, LLC I.R.S. Identification Nos. of above persons (entities only) 20-2815874 -------------------------------------------------------------------------------- 2. Check the Appropriate Box If a Member of a Group (See Instructions) (a) |_| (b) |_| -------------------------------------------------------------------------------- 3. SEC Use Only -------------------------------------------------------------------------------- 4. Citizenship or Place of Organization Dalal Street, LLC -- California -------------------------------------------------------------------------------- 5. SOLE VOTING POWER 0 shares ------------------------------------------------------------- 6. SHARED VOTING POWER NUMBER OF SHARES 0 shares BENEFICIALLY ------------------------------------------------------------- OWNED BY EACH 7. SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 shares ------------------------------------------------------------- 8. SHARED DISPOSITIVE POWER 0 shares -------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person Dalal Street, LLC -- 0 shares -------------------------------------------------------------------------------- 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)|_| ---------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row (9) Dalal Street, LLC -- 0% -------------------------------------------------------------------------------- 12. Type of Reporting Person (See Instructions) Dalal Street, LLC -- 00 (Limited Liability Company) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- CUSIP No. 440694305 13G Page 3 of 5 Pages -------------------------------------------------------------------------------- 1. Names of Reporting Persons. Mohnish Pabrai I.R.S. Identification Nos. of above persons (entities only) N/A -------------------------------------------------------------------------------- 2. Check the Appropriate Box If a Member of a Group (See Instructions) (a) |_| (b) |_| -------------------------------------------------------------------------------- 3. SEC Use Only -------------------------------------------------------------------------------- 4. Citizenship or Place of Organization Mohnish Pabrai -- United States -------------------------------------------------------------------------------- 5. SOLE VOTING POWER 0 shares ------------------------------------------------------------- 6. SHARED VOTING POWER NUMBER OF SHARES 1,089,904 shares BENEFICIALLY ------------------------------------------------------------- OWNED BY EACH 7. SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 shares ------------------------------------------------------------- 8. SHARED DISPOSITIVE POWER 1,089,904 shares -------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person Mohnish Pabrai -- 1,089,904 shares -------------------------------------------------------------------------------- 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)|_| ---------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row (9) Mohnish Pabrai -- 1.92% -------------------------------------------------------------------------------- 12. Type of Reporting Person (See Instructions) Mohnish Pabrai -- IN -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- CUSIP No. 440694305 13G Page 4 of 5 Pages Item 1. (a) Name of Issuer: Horsehead Holding Corp. (b) Address of Issuer's Principal Executive Offices: 4955 Steubenville Pike, Suite 405 Pittsburgh, PA 15205 Item 2. (a) Name of Person Filing: Dalal Street, LLC Mohnish Pabrai (b) Address of the Principal Office or, if none, residence: Dalal Street, LLC Mohnish Pabrai 1220 Roosevelt Suite 200 Irvine, CA 92620 (c) Citizenship: Dalal Street, LLC -- California Mohnish Pabrai -- United States (d) Title of Class of Securities: Common Stock (e) CUSIP Number: 440694305 Item 3. If this statement is filed pursuant to SS.240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) |_| Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) |_| Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) |_| Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). (e) |_| An investment adviser in accordance with S.240.13d-1(b)(1)(ii) (E); (f) |_| An employee benefit plan or endowment fund in accordance with S.240.13d-1(b)(1)(ii)(F); (g) |_| A parent holding company or control person in accordance with S. 240.13d-1(b)(1)(ii)(G); (h) |_| A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) |_| A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) |_| Group, in accordance with S.240.13d-1(b)(1)(ii)(J). 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: Dalal Street, LLC -- 0 Mohnish Pabrai -- 1,089,904 (b) Percent of class: Dalal Street, LLC - 0% Mohnish Pabrai -- 1.92% -------------------------------------------------------------------------------- CUSIP No. 440694305 13G Page 5 of 5 Pages (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote(1) Dalal Street, LLC -- 0 Mohnish Pabrai -- 0 (ii) Shared power to vote or to direct the vote(1) Dalal Street, LLC -- 0 Mohnish Pabrai -- 1,089,904 (iii) Sole power to dispose or to direct the disposition of(1) Dalal Street, LLC -- 0, Mohnish Pabrai -- 0. (iv) Shared power to dispose or to direct the disposition of(1) Dalal Street, LLC -- 0 Mohnish Pabrai -- 1,089,904 (1)Securities reported for Dalal Street, LLC (the "LLC") represent Common Stock beneficially owned and held of record by 3 private funds (Pabrai Investment Fund 2, L.P., Pabrai Investment Fund 3, Ltd. and Pabrai Investment Fund IV, L.P.) managed by the LLC, Mohnish Pabrai and Harina Kapoor JTWROS and 7 managed accounts (Aikyum, Inc., Harina Kapoor IRA, Monsoon Pabrai, Momachi Pabrai, The Dakshana Foundation, Dhandho Holdings Corporation ("Dhandho") and Stonetrust Commercial Insurance Company (a wholly-owned indirect subsidiary of Dhandho)) managed by Mr. Pabrai. Mr. Pabrai is the managing member of the LLC and the President of Dhandho. The LLC, private funds, managed accounts, Dhandho and Mr. Pabrai (the "Reporting Persons") are each beneficial owners. The Reporting Persons disclaim beneficial ownership, within the meaning of Section 16 of the Exchange Act, or otherwise of such portion of the Common Stock in which the Reporting Persons have no actual pecuniary interest therein. 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. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. Item 8. Identification and Classification of Members of the Group Item 9. Notice of Dissolution of Group Item 10. Certification 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 that purpose or effect. 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. DALAL STREET, LLC By: /s/ Mohnish Pabrai Mohnish Pabrai, Managing Member MOHNISH PABRAI By: /s/ Mohnish Pabrai Mohnish Pabrai, individually EX-24 2 dalalexh24jan27filed.txt Exhibit 24.1 JOINT FILING AGREEMENT AND POWER OF ATTORNEY Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder, each undersigned party hereby agrees to the joint filing, on behalf of such undersigned party with respect to the Common Stock of Horsehead Holding Corp., a Delaware corporation, of any and all forms (s), statement(s), report(s),and/or documents required to be filed by such undersigned party under Section 13 of the Exchange Act (including any amendment(s), supplement(s), and/or exhibit(s) thereto) with the Securities and Exchange Commission (and if such security is registered on a national securities exchange or national securities association, also with the exchange or association), and further agrees that this Joint Filing Agreement and Power of Attorney shall be included as an Exhibit to each such joint filing. Know all by these presents, that the undersigned hereby constitutes and appoints Mohnish Pabrai, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director,and/or beneficial owner of Horsehead Holding Corp. (the "Company"), Schedule 13G and any amendments thereto in accordance with Section 13 of the Exchange Act and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13G, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 13 of the Exchange Act. This Joint Filing Agreement and Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13G with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Joint Filing Agreement and Power of Attorney to be executed as of this 26th day of January, 2016. DALAL STREET, LLC By: /s/ Mohnish Pabrai Mohnish Pabrai, Managing Member PABRAI INVESTMENT FUND 2, L.P. By: Dalal Street, LLC, General Partner By: /s/ Mohnish Pabrai Mohnish Pabrai, Managing Member PABRAI INVESTMENT FUND 3, LTD. By: /s/ Mohnish Pabrai Mohnish Pabrai, Director PABRAI INVESTMENT FUND IV, L.P. By: Dalal Street, LLC, General Partner By: /s/ Mohnish Pabrai Mohnish Pabrai, Managing Member AIKYUM, INC. By: /s/ Mohnish Pabrai Mohnish Pabrai, investment manager HARINA KAPOOR IRA By: /s/ Mohnish Pabrai Mohnish Pabrai, investment manager MONSOON PABRAI By: /s/ Mohnish Pabrai Mohnish Pabrai, investment manager MOMACHI PABRAI By: /s/ Mohnish Pabrai Mohnish Pabrai, investment manager THE DAKSHANA FOUNDATION By: /s/ Mohnish Pabrai Mohnish Pabrai, investment manager DHANDHO HOLDINGS CORPORATION By: /s/ Mohnish Pabrai Mohnish Pabrai, President STONETRUST COMMERCIAL INSURANCE COMPANY By: Dhandho Holdings Corporation, investment manager By: /s/ Mohnish Pabrai Mohnish Pabrai, President