-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ja7mS4TLvHlQdOxZqcYMMJevc1VNMcs4oRvkZQ0RcPKblRBt6fIW1WBgLmbGbg+u VtkDO5bgGWwHRI2NiBXlkw== 0000950136-04-002688.txt : 20040819 0000950136-04-002688.hdr.sgml : 20040819 20040819172815 ACCESSION NUMBER: 0000950136-04-002688 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040819 GROUP MEMBERS: ANCHORAGE ADVISORS MANAGEMENT, L.L.C. GROUP MEMBERS: ANCHORAGE ADVISORS, L.L.C. GROUP MEMBERS: ANTHONY LYNN DAVIS GROUP MEMBERS: KEVIN MICHAEL ULRICH SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ONEIDA LTD CENTRAL INDEX KEY: 0000074585 STANDARD INDUSTRIAL CLASSIFICATION: JEWELRY, SILVERWARE & PLATED WARE [3910] IRS NUMBER: 150405700 STATE OF INCORPORATION: NY FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-07119 FILM NUMBER: 04987123 BUSINESS ADDRESS: STREET 1: C/O INTERNAL AUDITOR STREET 2: 163 -181 KENWOOD AVE CITY: ONEIDA STATE: NY ZIP: 13421 BUSINESS PHONE: 3153613694 MAIL ADDRESS: STREET 1: 163-181 KENWOOD AVENUE CITY: ONEIDA STATE: NY ZIP: 13421 FORMER COMPANY: FORMER CONFORMED NAME: ONEIDA COMMUNITY LTD DATE OF NAME CHANGE: 19680724 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Anchorage Capital Master Offshore, Ltd CENTRAL INDEX KEY: 0001300713 IRS NUMBER: 980418059 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 650 MADISON AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-610-9077 MAIL ADDRESS: STREET 1: 650 MADISON AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 file001.htm SCHEDULE 13D



                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                               ------------------

                                  SCHEDULE 13D
                                 (Rule 13d-101)

                 INFORMATION TO BE INCLUDED IN STATEMENTS FILED
                PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO
                         FILED PURSUANT TO RULE 13d-2(a)
                              (Amendment No. ____)*

                                   ONEIDA LTD.
                                   -----------
                                (Name of Issuer)

                     COMMON STOCK, PAR VALUE $1.00 PER SHARE
                     ---------------------------------------
                         (Title of Class of Securities)

                                    682505102
                                    ---------
                                 (CUSIP number)

                                  DAVE HAMPSON
                         650 MADISON AVENUE, 26TH FLOOR
                            NEW YORK, NEW YORK 10022
                                 (212) 610-9077
                                 --------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)


                                 AUGUST 9, 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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].

          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 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).


                                       1


- --------------------------                           ---------------------------
   CUSIP No. 682505102                13D                Page 2 of 21 Pages

- --------------------------                           ---------------------------

- --------------------------------------------------------------------------------
 1       NAME OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

         ANCHORAGE CAPITAL MASTER OFFSHORE, LTD.            EIN: 98-0418059
- --------------------------------------------------------------------------------
 2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*            (A) [ ]
                                                                      (B) [X]

- --------------------------------------------------------------------------------
 3       SEC USE ONLY


- --------------------------------------------------------------------------------
 4       SOURCE OF FUNDS*

         OO
- --------------------------------------------------------------------------------
 5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
         TO ITEM 2(d) or 2(e)
                                                                          [ ]
- --------------------------------------------------------------------------------
 6       CITIZENSHIP OR PLACE OF ORGANIZATION
         Cayman Islands

- --------------------------------------------------------------------------------
                     7     SOLE VOTING POWER
                           0
  NUMBER OF
   SHARES           ------------------------------------------------------------
BENEFICIALLY         8     SHARED VOTING POWER
  OWNED BY                 3,351,636
    EACH
  REPORTING         ------------------------------------------------------------
 PERSON WITH         9     SOLE DISPOSITIVE POWER
                           0

                    ------------------------------------------------------------
                     10    SHARED DISPOSITIVE POWER
                           3,351,636
- --------------------------------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                                    3,351,636

- --------------------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
         CERTAIN SHARES*                                                   [X]
- --------------------------------------------------------------------------------
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                  7.2
- --------------------------------------------------------------------------------
14       TYPE OF REPORTING PERSON*
                  OO
- --------------------------------------------------------------------------------

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

                                       2


- --------------------------                           ---------------------------
   CUSIP No. 682505102                13D                Page 3 of 21 Pages

- --------------------------                           ---------------------------

- --------------------------------------------------------------------------------
 1       NAME OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

         ANCHORAGE ADVISORS, L.L.C.                    EIN:20-0042271
- --------------------------------------------------------------------------------
 2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*               (A) [ ]
                                                                         (B) [X]

- --------------------------------------------------------------------------------
 3       SEC USE ONLY


- --------------------------------------------------------------------------------
 4       SOURCE OF FUNDS*

         OO
- --------------------------------------------------------------------------------
 5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
         TO ITEM 2(d) or 2(e)
                                                                             [ ]
- --------------------------------------------------------------------------------
 6       CITIZENSHIP OR PLACE OF ORGANIZATION
         Delaware

- --------------------------------------------------------------------------------
                     7     SOLE VOTING POWER
                           0
  NUMBER OF
   SHARES           ------------------------------------------------------------
BENEFICIALLY          8    SHARED VOTING POWER
  OWNED BY                 3,351,636
    EACH
  REPORTING         ------------------------------------------------------------
 PERSON WITH          9    SOLE DISPOSITIVE POWER
                           0

                    ------------------------------------------------------------
                      10   SHARED DISPOSITIVE POWER
                           3,351,636
- --------------------------------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         3,351,636

- --------------------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
         CERTAIN SHARES*                                                    [X]
- --------------------------------------------------------------------------------
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

         7.2
- --------------------------------------------------------------------------------
14       TYPE OF REPORTING PERSON*
         OO
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

                                       3


- --------------------------                           ---------------------------
   CUSIP No. 682505102                13D                Page 4 of 21 Pages

- --------------------------                           ---------------------------

- --------------------------------------------------------------------------------
 1       NAME OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

         ANCHORAGE ADVISORS MANAGEMENT, L.L.C.              EIN: 20-0042478
- --------------------------------------------------------------------------------
 2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*               (A) [ ]
                                                                         (B) [X]

- --------------------------------------------------------------------------------
 3       SEC USE ONLY


- --------------------------------------------------------------------------------
 4       SOURCE OF FUNDS*

         OO
- --------------------------------------------------------------------------------
 5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
         TO ITEM 2(d) or 2(e)
                                                                             [ ]
- --------------------------------------------------------------------------------
 6       CITIZENSHIP OR PLACE OF ORGANIZATION
         Delaware

- --------------------------------------------------------------------------------
                     7     SOLE VOTING POWER
                           0
  NUMBER OF
   SHARES           ------------------------------------------------------------
BENEFICIALLY         8     SHARED VOTING POWER
  OWNED BY                 3,351,636
    EACH
  REPORTING         ------------------------------------------------------------
 PERSON WITH         9     SOLE DISPOSITIVE POWER
                           0

                    ------------------------------------------------------------
                     10    SHARED DISPOSITIVE POWER
                           3,351,636
- --------------------------------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         3,351,636

- --------------------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
         CERTAIN SHARES*                                                    [X]
- --------------------------------------------------------------------------------
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

         7.2
- --------------------------------------------------------------------------------
14       TYPE OF REPORTING PERSON*
         OO
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

                                       4


- --------------------------                           ---------------------------
   CUSIP No. 682505102                13D                Page 5 of 21 Pages

- --------------------------                           ---------------------------

- --------------------------------------------------------------------------------
 1       NAME OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

         ANTHONY LYNN DAVIS
- --------------------------------------------------------------------------------
 2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*               (A) [ ]
                                                                         (B) [X]

- --------------------------------------------------------------------------------
 3       SEC USE ONLY


- --------------------------------------------------------------------------------
 4       SOURCE OF FUNDS*

         OO
- --------------------------------------------------------------------------------
 5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
         TO ITEM 2(d) or 2(e)
                                                                             [ ]
- --------------------------------------------------------------------------------
 6       CITIZENSHIP OR PLACE OF ORGANIZATION
         United States

- --------------------------------------------------------------------------------
                     7     SOLE VOTING POWER
                           0
  NUMBER OF
   SHARES           ------------------------------------------------------------
BENEFICIALLY         8     SHARED VOTING POWER
  OWNED BY                 3,351,636
    EACH
  REPORTING         ------------------------------------------------------------
 PERSON WITH         9     SOLE DISPOSITIVE POWER
                           0

                    ------------------------------------------------------------
                     10    SHARED DISPOSITIVE POWER
                           3,351,636
- --------------------------------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         3,351,636

- --------------------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
         CERTAIN SHARES*                                                    [X]
- --------------------------------------------------------------------------------
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

         7.2
- --------------------------------------------------------------------------------
14       TYPE OF REPORTING PERSON*
         IN
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

                                       5


- --------------------------                           ---------------------------
   CUSIP No. 682505102                13D                Page 6 of 21 Pages

- --------------------------                           ---------------------------

- --------------------------------------------------------------------------------
 1       NAME OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

         KEVIN MICHAEL ULRICH
- --------------------------------------------------------------------------------
 2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*               (A) [ ]
                                                                         (B) [X]

- --------------------------------------------------------------------------------
 3       SEC USE ONLY


- --------------------------------------------------------------------------------
 4       SOURCE OF FUNDS*

         OO
- --------------------------------------------------------------------------------
 5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
         TO ITEM 2(d) or 2(e)
                                                                             [ ]
- --------------------------------------------------------------------------------
 6       CITIZENSHIP OR PLACE OF ORGANIZATION
         Canada

- --------------------------------------------------------------------------------
                     7     SOLE VOTING POWER
                           0
  NUMBER OF
   SHARES           ------------------------------------------------------------
BENEFICIALLY         8     SHARED VOTING POWER
  OWNED BY                 3,351,636
    EACH
  REPORTING         ------------------------------------------------------------
 PERSON WITH         9     SOLE DISPOSITIVE POWER
                           0

                    ------------------------------------------------------------
                     10    SHARED DISPOSITIVE POWER
                           3,351,636
- --------------------------------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         3,351,636

- --------------------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
         CERTAIN SHARES*                                                    [X]
- --------------------------------------------------------------------------------
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

         7.2
- --------------------------------------------------------------------------------
14       TYPE OF REPORTING PERSON*
         IN
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

                                       6


ITEM 1 Security and Company

This Statement on Schedule 13D relates to the Common Stock, par value $1.00 per
share (the "Common Stock"), of Oneida Ltd., a New York Corporation (the
"Company"), with its principal executive office located at 163-181 Kenwood
Avenue, Oneida, New York 13421. Information given in response to each item shall
be deemed incorporated by reference in all other items, as applicable.

ITEM 2 Identity and Background

(a) This Statement is being filed by each of the following persons pursuant to
Rule 13d-1 promulgated by the Securities and Exchange Commission (the
"Commission"): Anchorage Capital Master Offshore, Ltd., a Cayman Islands
exempted company incorporated with limited liability (the "Primary Reporting
Person"), Anchorage Advisors, L.L.C., a Delaware limited liability company and
the advisor to the Primary Reporting Person ("Advisors"), Anchorage Advisors
Management, L.L.C., a Delaware limited liability company and the managing member
of Advisors ("Management"), Kevin M. Ulrich ("Ulrich"), a managing member of
Management, and Anthony L. Davis ("Davis"), a managing member of Management
(Advisors, Management, Ulrich and Davis, collectively, the "Controlling
Reporting Persons"; the Controlling Reporting Persons and the Primary Reporting
Person, each a "Reporting Person", and collectively, the "Reporting Persons").

It could be argued that the Reporting Persons, together with Banc of America
Strategic Solutions, Inc., Fleet National Bank, JPMorgan Chase Bank ("JPMorgan
Chase"), and Quadrangle Master Funding Ltd. ("Other Holders"), constitute a
"group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of
1934, as amended (the "Act"), solely due to their one-time right to approve
certain members of the Board of the Directors of the Company, as further
described in Item 4 (the "Director Approval Process"). The Reporting Persons
have no other voting or other agreements or arrangements with respect to the
Common Stock of the Company with such Other Holders or with any other persons
(except as described in Item 6). Effective immediately following the appointment
of the new Board of Directors of the Company pursuant to the Director Approval
Process, the Reporting Persons and such Other Holders shall have no further
right to approve, or to cause the appointment or removal of, members of the
Board (other than the right to vote, together with all holders of Common Stock,
in any election of directors). The members of the Board appointed pursuant to
the Director Approval Process will have no agreement or arrangement with the
Reporting Persons, or such Other Holders, with respect to their activity as
Directors, and will not be representatives of the Reporting Persons on the
Board. As a result, if a "group" exists due to the Director Approval Process at
the date of this report, upon said appointment, the Reporting Persons will no
longer be deemed to be members thereof. The Reporting Persons disclaim
beneficial ownership of the shares of Common Stock owned by such Other Holders.

                                       7


(b) and (c) See Schedule A-1 with respect to the Primary Reporting Person,
Schedule A-2 with respect to Advisors, Schedule A-3 with respect to Management,
Schedule A-4 with respect to Davis and Schedule A-5 with respect to Ulrich.

(d) and (e) During the past five years, none of the Reporting Persons or any
other person named in any of Schedule A-1, Schedule A-2, Schedule A-3, Schedule
A-4 and Schedule A-5 hereto has been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) 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 of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.

(f) See Schedule A-1 with respect to the Primary Reporting Person, Schedule A-2
with respect to Advisors, Schedule A-3 with respect to Management, Schedule A-4
with respect to Davis and Schedule A-5 with respect to Ulrich.

ITEM 3 Source and Amount of Funds or Other Consideration

The Reporting Persons acquired the shares of the Company's Common Stock as part
of the financial restructuring of the Company's outstanding indebtedness (the
"Restructuring") pursuant to, among other agreements:

o    the Second Amended and Restated Credit Agreement, dated as of August 9,
     2004, among the existing lenders (the "Existing Lenders") party thereto and
     the existing noteholders (the "Existing Noteholders") party thereto,
     including the Primary Reporting Person, certain other institutions party
     thereto, the Company and JPMorgan Chase, as Administrative Agent and
     Collateral Agent (the "Credit Agreement"), and

o    the Securities Exchange Agreement, dated as of August 9, 2004, among the
     Company and the Existing Lenders and the Existing Noteholders, including
     the Primary Reporting Person (the "Exchange Agreement").

The Credit Agreement, a copy of which is attached hereto as Exhibit 2, and the
Exchange Agreement, a copy of which is attached hereto as Exhibit 3, are
incorporated by reference herein. Any description of the Credit Agreement is
qualified in its entirety by reference thereto. Any description of the Exchange
Agreement is qualified in its entirety by reference thereto.

As part of the Restructuring, pursuant to the Exchange Agreement, $30,000,000 of
the total outstanding indebtedness of the Company held by the Existing Lenders
and the Existing Noteholders, including the Primary Reporting Person (such
$30,000,000 amount, the "Exchange Outstanding Indebtedness") was exchanged for
29,852,907 shares of Common Stock. For each $1 of Exchange Outstanding
Indebtedness, an Existing Lender or an Existing Noteholder received
approximately 0.995 of a share of Common Stock. The Exchange Outstanding
Indebtedness was cancelled.

                                       8


In the Restructuring, the Primary Reporting Person exchanged $2,205,457.79 of
Exchange Outstanding Indebtedness for 2,194,644 shares of Common Stock. The
Primary Reporting Person received an additional 1,156,992 shares of Common
Stock, which shares Bank of America, NA ("BofA") assigned to the Primary
Reporting Person under the Exchange Agreement, in consideration for the Primary
Reporting Person's purchase of $8,498,829.01 of the Company's outstanding
indebtedness owed to BofA. The Controlling Reporting Persons may be deemed to
have beneficial interest of such shares of Common Stock as a result of their
control of the Primary Reporting Person. The Controlling Reporting Persons
disclaim beneficial ownership of such shares of Common Stock except to the
extent of their pecuniary interest therein.

ITEM 4 Purposes of Transactions

As described in Item 3, the Primary Reporting Person acquired beneficial
ownership of the shares of Common Stock as part of the financial restructuring
of the Company's outstanding indebtedness, a portion of which was held by the
Primary Reporting Person.

Section 5.20 of the Credit Agreement provides for the Director Approval Process
as follows:

         Board of Directors. As soon as practicable, but in no event later than
         ten (10) Business Days following the notice from the Administrative
         Agent disclosing the directors to be selected pursuant to Section
         5.20(iii), which notice shall be delivered no later than forty-five
         (45) days after the Closing Date, the Borrower shall cause to be
         constituted a new board of directors which shall consist of nine (9)
         directors composed of (i) the chief executive officer of the Borrower,
         (ii) two (2) existing independent members of the Borrower's board of
         directors who shall be satisfactory to the Existing Noteholders and the
         Existing Lenders and (iii) six (6) directors to be selected by the
         Existing Lenders and the Existing Noteholders; provided, that following
         the election of the new board of directors pursuant to this Section
         5.20, the majority of the entire board of directors of the Borrower
         shall be composed of independent directors. It being understood that
         the Borrower shall only be required to constitute a new board of
         directors pursuant to this Section 5.20 one time.

Certain Existing Lenders and Existing Noteholders have elected not to
participate in the Director Approval Process.

Immediately following the approval and appointment of directors pursuant to the
Director Approval Process, the Primary Reporting Person and the Other Holders
participating in the Director Approval Process will have no further rights with
respect to the composition of the Board, other from their right to vote,
together with all holders of Common Stock, in any election of directors.

Except with respect to the foregoing certain right to approve the directors of
the Company, the Reporting Persons have no current plan or proposal that relates
to, or would result in, any of the actions enumerated in subparagraphs (a)
through (j) of Item 4 of Schedule 13D. Notwithstanding

                                       9


the foregoing, the Reporting Persons may, at any time and from time to time,
purchase additional Common Stock of the Company and may dispose of any and all
Common Stock of the Company held by them.

ITEM 5 Interest in Securities of the Company

(a) and (b)

The following is a description of the shares beneficially owned by each of the
Reporting Persons. All references to the Company's issued and outstanding Common
Stock shall be deemed to mean 46,631,924, the number of shares of Common Stock,
excluding shares reserved for issuance under the Company's outstanding options
and employee stock purchase plans, reported by the Company to be issued and
outstanding as of August 9, 2004.

The Primary Reporting Person is the beneficial owner of 3,351,636 shares, or
approximately 7.2%, of the Company's issued and outstanding Common Stock. The
Controlling Reporting Persons may be deemed also to beneficially own these
shares of Common Stock indirectly as a result of their control relationship with
the Primary Reporting Person. Any such beneficial ownership would represent the
same shared voting and dispositive power exercised by the Primary Reporting
Person over the shares of Common Stock. The Controlling Reporting Persons
disclaim beneficial ownership of such shares of Common Stock except to the
extent of their pecuniary interest therein.

The aggregate number of shares of Common Stock beneficially owned by the Primary
Reporting Person and the Other Holders participating in the Director Approval
Process, as of August 9, 2004, was 17,927,925 or approximately 38.4% of all of
the outstanding shares of Common Stock.

(c) Except as described in this Statement and except for transactions with
respect to the indebtedness of the Company effected prior to the Restructuring,
including, without limitation, the Primary Reporting Person's purchase of
$8,498,829.01 of the Company's indebtedness owed to BofA, none of the Reporting
Persons has effected any transaction in the securities of the Company in the
past 60 days.

(d) No person other than the Reporting Persons has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of
the securities to which this Statement relates.

(e) Not applicable.

ITEM 6 Contracts, Arrangements, Understandings, or Relationships with Respect to
       Securities of the Company

Pursuant to the Credit Agreement, (i) the Existing Lenders and Existing
Noteholders agreed to restructure approximately $203,000,000 of outstanding
indebtedness, excluding the Exchange Outstanding Indebtedness, to be held by the
Existing Lenders, the Existing Noteholders and

                                       10


certain other financial institutions in two tranches of term loans as follows: a
$125,000,000 Tranche A Term Loan and a $78,184,188.03 Tranche B Term Loan and
(ii) the Existing Lenders agreed to make new revolving loans to the Company in
an aggregate principal amount at any one time outstanding not to exceed
$30,000,000 (which amount includes any new letters of credit and any swingline
loans made available to the Company). As discussed in Item 4, Section 5.20 of
the Credit Agreement sets forth the Director Approval Process. The Credit
Agreement does not provide the Existing Lenders and the Existing Noteholders
with any other rights, and does not provide for any other agreements or
arrangements among the Existing Lenders and Existing Noteholders, with respect
to the shares of Common Stock received in connection with the Restructuring or
otherwise.

In connection with the Restructuring and the making of new loans under the
Credit Agreement, the Company and certain of its direct and indirect domestic
subsidiaries, the Existing Lenders, the Existing Noteholders, Oneida Savings
Bank, BofA and HSBC Bank USA, National Association, each as issuer of certain
standby letters of credit, and JPMorgan Chase, as issuer of certain trade
letters of credit, the Administrative Agent and the Collateral Agent, entered
into the Second Amended and Restated Collateral Agency and Intercreditor
Agreement, dated as of August 9, 2004 (the "Intercreditor Agreement"). The
Intercreditor Agreement sets forth the rights of the parties with respect to the
collateral granted to secure the Obligations (as defined in the Credit
Agreement). The Intercreditor Agreement contains no provisions respecting the
Common Stock issued to the Existing Lenders and the Existing Noteholders in
connection with the Restructuring, but is referenced here as one of the four
principal agreements entered into by, among others, the Existing Lenders and the
Existing Noteholders as part of the Restructuring. The Intercreditor Agreement,
a copy of which is attached hereto as Exhibit 4, is incorporated by reference
herein. Any description thereof is qualified in its entirety by reference
thereto.

As discussed in Item 3, the Exchange Agreement sets forth the terms and
provisions pursuant to which the Company issued Common Stock in exchange for the
conversion and cancellation by the Existing Noteholders and the Existing Lenders
of the Exchange Outstanding Indebtedness held by each such person. Under the
Exchange Agreement, the Existing Noteholders and the Existing Lenders made
certain representations and warranties to the Company which are typical of those
representations and warranties made with respect to shares issued in reliance
upon the "private placement" exemption from the registration requirements under
the Act (i.e., each Existing Lender and Existing Noteholder: (i) acquired the
Common Stock issued in connection with the Restructuring for their own accounts,
not for distribution or resale; (ii) is an accredited investor and (iii)
understands that the Common Stock issued in connection with the Restructuring is
not registered). The Existing Lenders and the Existing Noteholders also agreed
with the Company as to restrictions on the transfer of the shares of Common
Stock acquired in connection with the Restructuring so long as such shares have
not been registered. The Exchange Agreement contains no voting, first refusal,
or other agreement or arrangement among the Existing Noteholders and the
Existing Lenders with respect to the Common Stock acquired in connection with
the Restructuring.

Pursuant to the Registration Rights Agreement, dated as of August 9, 2004, among
the Existing Lenders, the Existing Noteholders and the Company (the
"Registration Rights Agreement"), the

                                       11


Company has granted to the Existing Lenders and the Existing Noteholders certain
demand and incidental registration rights with respect to the shares of Common
Stock issued by the Company pursuant to the Exchange Agreement and any Common
Stock issued or issuable with respect to such shares. Under the Registration
Rights Agreement, holders of at least 15% of the outstanding Common Stock as of
the closing of the Restructuring shall have the right to require the Company to
effect the registration of such shares of Common Stock in certain circumstances
and subject to certain thresholds set forth therein. The Company is required to
effect a maximum of three (3) demand registrations. In addition, in the event
that the Company proposes to register Common Stock for its own account, it
shall, upon written request, effect the registration of such requesting person's
shares of Common Stock, subject to certain limitations set forth therein. The
Registration Rights Agreement, a copy of which is attached hereto as Exhibit 5,
is incorporated by reference herein. Any description thereof is qualified in its
entirety by reference thereto.

Except as described in this Item 6, none of the Reporting Persons have any other
existing agreement with respect to the Common Stock or other securities of the
Company.

ITEM 7 Materials to Be Filed as Exhibits

Exhibit 1: Joint Filing Agreement, dated as of August 19, 2004 by and among
the Reporting Persons

Exhibit 2: Second Amended and Restated Credit Agreement, dated as of August 9,
2004, among the Company, the Existing Lenders, the Existing Noteholders, certain
other institutions party thereto and JPMorgan Chase, as Administrative Agent and
Collateral Agent (incorporated by reference to Exhibit 10.1 to the Company's
Form 8-K Current Report filed August 19, 2004)

Exhibit 3: Securities Exchange Agreement, dated as of August 9, 2004, among the
Company, the Existing Lenders and the Existing Noteholders (incorporated by
reference to Exhibit 10.7 to the Company's Form 8-K Current Report filed August
19, 2004)

Exhibit 4: Second Amended and Restated Collateral Agency and Intercreditor
Agreement, dated as of August 9, 2004, among the Company and certain of its
direct and indirect domestic subsidiaries, the Existing Lenders, the Existing
Noteholders, Oneida Savings Bank, BofA and HSBC Bank USA, National Association,
each as issuer of certain standby letters of credit, and JPMorgan Chase, as
issuer of certain trade letters of credit, the Administrative Agent and the
Collateral Agent (incorporated by reference to Exhibit 10.4 to the Company's
Form 8-K Current Report filed August 19, 2004)

Exhibit 5: Registration Rights Agreement dated as of August 9, 2004, among the
Company, the Existing Lenders and the Existing Noteholders (incorporated by
reference to Exhibit 10.8 to the Company's Form 8-K Current Report filed August
19, 2004)





                                       12


                                    SIGNATURE


     After reasonable inquiry and to the best of the knowledge and belief of
each of the undersigned, each of the undersigned certifies that the information
set forth in this statement is true, complete and correct.

Dated: August 19, 2004

ANCHORAGE CAPITAL MASTER OFFSHORE, LTD.


By:/s/ Kevin M. Ulrich
   ----------------------
Name:  Kevin M. Ulrich
Title: Director


ANCHORAGE ADVISORS, L.L.C.
By: Anchorage Advisors Management, L.L.C, its managing member

By:/s/ Anthony L. Davis
   ----------------------
Name:  Anthony L. Davis
Title: Managing Member


ANCHORAGE ADVISORS MANAGEMENT, L.L.C.


By:/s/ Anthony L. Davis
   ----------------------
Name:  Anthony L. Davis
Title: Managing Member


ANTHONY L. DAVIS

/s/ Anthony L. Davis
- -----------------------


KEVIN M. ULRICH

/s/ Kevin M. Ulrich
- -----------------------


                                       13


                                  SCHEDULE A-1

                     ANCHORAGE CAPITAL MASTER OFFSHORE, LTD.
                            Harbour Centre, 3rd Floor
                            Georgetown, Grand Cayman
                       Cayman Islands British West Indies

Executive Officers and Directors of Anchorage Capital Master Offshore, Ltd.



Name, Position and Citizenship     Business Address (1)               Present Principal Occupation and Address of
                                                                      Employment
- ---------------------------------------------------------------------------------------------------------------------

Stephen Caton                      Harbour Centre, 3rd Floor          Head of Operations, Bermuda Office
Director                           Georgetown, Grand Cayman           BISYS Hedge Fund Services Limited
Bermudian Citizen                  Cayman Islands British West        Hemisphere House
                                   Indies                             9 Church Street
                                                                      Hamilton, Bermuda

Kenneth O'Hanrahan                 Harbour Centre, 3rd Floor          Legal Counsel
Director                           Georgetown, Grand Cayman           BISYS Hedge Fund Services Limited
Irish Citizen                      Cayman Islands British West        Hemisphere House
                                   Indies                             9 Church Street
                                                                      Hamilton, Bermuda

Kevin M. Ulrich                    Harbour Centre, 3rd Floor          Director, Executive Officer, or Managing
Director                           Georgetown, Grand Cayman           Member of one or more of Anchorage Advisors,
Canadian Citizen                   Cayman Islands British West        L.L.C. and its affiliates
                                   Indies                             650 Madison Avenue, 26th Floor, New York, New
                                                                      York 10022


Anchorage Capital Master Offshore, Ltd., a Cayman Islands exempted company
incorporated with limited liability, is an investment fund which owns the Common
Stock of the Company.

Anchorage Advisors, L.L.C., a Delaware limited liability company, is the advisor
of Anchorage Capital Master Offshore, Ltd. See Schedule A-2 for a description of
controlling persons thereof.

BISYS Hedge Fund Services Limited is a Bermuda company that provides a range of
financial services including fund administration, securities services and
corporate secretarial services.

(1) The mailing address for Anchorage Capital Master Offshore, Ltd. is c/o
Anchorage Advisors, L.L.C., 650 Madison Avenue, 26th Floor, New York, New York,
10022.


                                       14


                                  SCHEDULE A-2

                           ANCHORAGE ADVISORS, L.L.C.
                         650 Madison Avenue, 26th Floor
                            New York, New York 10022

Anchorage Advisors, L.L.C. is the advisor to Anchorage Capital Master Offshore,
Ltd.

Anchorage Advisors Management, L.L.C., a Delaware limited liability company, is
the managing member of Anchorage Advisors, L.L.C. See Schedule A-3 for a
description of controlling persons thereof.





                                       15


                                  SCHEDULE A-3

                      ANCHORAGE ADVISORS MANAGEMENT, L.L.C.
                         650 Madison Avenue, 26th Floor
                            New York, New York 10022

Anchorage Advisors Management, L.L.C., a Delaware limited liability company, is
the managing member of Anchorage Advisors, L.L.C., which is the advisor to
Anchorage Capital Master Offshore, Ltd.

Anthony L. Davis and Kevin M. Ulrich are the managing members of Anchorage
Advisors Management, L.L.C. See Schedules A-4 and A-5, respectively, for a
description thereof.






                                       16


                                  SCHEDULE A-4

                                ANTHONY L. DAVIS
                              c/o Anchorage Capital
                         650 Madison Avenue, 26th Floor
                            New York, New York 10022

Mr. Anthony L. Davis is a director, executive officer or managing member of one
or more of Anchorage Advisors, L.L.C. and its affiliates. Mr. Davis is a United
States citizen.

Mr. Davis is a managing member of Anchorage Advisors Management, L.L.C., which
is the managing member of Anchorage Advisors, L.L.C., which is the advisor to
Anchorage Capital Master Offshore, Ltd.





                                       17


                                  SCHEDULE A-5

                                 KEVIN M. ULRICH
                              c/o Anchorage Capital
                         650 Madison Avenue, 26th Floor
                            New York, New York 10022

Mr. Kevin M. Ulrich is a managing member of Anchorage Advisors Management,
L.L.C., which is the managing member of Anchorage Advisors, L.L.C., which is the
advisor to Anchorage Capital Master Offshore, Ltd.

For the description of Mr. Ulrich, please see Schedule A-1.






                                       18


                                  EXHIBIT INDEX

Exhibit No.       Description                                              Page
- -----------       -----------                                              ----


Exhibit 1:        Joint Filing Agreement, dated as of August                 *
                  19, 2004 by and among the Reporting Persons

Exhibit 2:        Second Amended and Restated Credit Agreement,              *
                  dated as of August 9, 2004, among the Company,
                  the Existing Lenders, the Existing Noteholders,
                  certain other institutions party thereto and
                  JPMorgan Chase, as Administrative Agent and
                  Collateral Agent (incorporated by reference to
                  Exhibit 10.1 to the Company's Form 8-K Current
                  Report filed August 19, 2004)

Exhibit 3:        Securities Exchange Agreement, dated as of                 *
                  August 9, 2004, among the Company, the Existing
                  Lenders and the Existing Noteholders
                  (incorporated by reference to Exhibit 10.7 to
                  the Company's Form 8-K Current Report filed
                  August 19, 2004)

Exhibit 4:        Second Amended and Restated Collateral Agency              *
                  and Intercreditor Agreement, dated as of August
                  9, 2004, among the Company and certain of its
                  direct and indirect domestic subsidiaries, the
                  Existing Lenders, the Existing Noteholders,
                  Oneida Savings Bank, BofA and HSBC Bank USA,
                  National Association, each as issuer of certain
                  standby letters of credits, and JPMorgan Chase,
                  as issuer of certain trade letters of credit,
                  the Administrative Agent and the Collateral
                  Agent (incorporated by reference to Exhibit
                  10.4 to the Company's Form 8-K Current Report
                  filed August 19, 2004)

Exhibit 5:        Registration Rights Agreement dated as of                  *
                  August 9, 2004, among the Company, the Existing
                  Lenders and the Existing Noteholders
                  (incorporated by reference to Exhibit 10.8 to
                  the Company's Form 8-K Current Report filed
                  August 19, 2004)

* Incorporated by reference to the Company's Form 8-K filed August 19, 2004.


                               19

EX-1 2 file002.htm JOINT FILING AGREEMENT



                                                        EXHIBIT 1

                      JOINT FILING AGREEMENT

         JOINT FILING AGREEMENT, dated as of the 19th day of August, 2004,
among Anchorage Capital Master Offshore, Ltd., Anchorage Advisors, L.L.C.,
Anchorage Advisors Management, L.L.C., Anthony L. Davis and Kevin M. Ulrich
(collectively, the "Joint Filers").

         WHEREAS, pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), the parties hereto desire to satisfy
any filing obligation under Section 13(d) of the Exchange Act by a single joint
filing;

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the Joint Filers hereby agree and represent as
follows:

         1. The Schedule 13D with respect to the Common Stock, par value $ 1.00
per share, of Oneida Ltd. (to which this Joint Filing Agreement is an exhibit)
is filed on behalf of each of the Joint Filers.

         2. Each of the Joint Filers is eligible to use Schedule 13D for the
filing of information therein.

         3. Each of the Joint Filers is responsible for the timely filing of
Schedule 13D and any amendments thereto, and for the completeness and accuracy
of the information concerning such person contained therein, provided that each
such person is not responsible for the completeness or accuracy of the
information concerning the other persons making the filing, unless such person
knows or has reason to believe that such information is inaccurate.

         4. This Joint Filing Agreement may be executed in one or more
counterparts, all of which taken together shall constitute one and the same
instrument.



                                       20


         IN WITNESS WHEREOF, each of the undersigned has caused this Joint
Filing Agreement to be duly executed and delivered as of the date first above
written.


ANCHORAGE CAPITAL MASTER OFFSHORE, LTD.


By:/s/ Kevin M. Ulrich
   -------------------
Name:  Kevin M. Ulrich
Title: Director


ANCHORAGE ADVISORS, L.L.C.

By: Anchorage Advisors Management, L.L.C., its managing member

By:/s/ Anthony L. Davis
   -------------------
Name:  Anthony L. Davis
Title: Managing Member


ANCHORAGE ADVISORS MANAGEMENT, L.L.C.


By:/s/ Anthony L. Davis
   -------------------
Name:  Anthony L. Davis
Title: Managing Member


ANTHONY L. DAVIS

/s/ Anthony L. Davis
- -----------------------


KEVIN M. ULRICH

/s/ Kevin M. Ulrich
- -----------------------


                                       21

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