-----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, HQpe8vy3fu0OqoERuBe2duFV5q62wjHrhjGq5PayV3rJRYKlkfQdt1W3u7Agpsss flVIpgay/8Jt8VP5s87QPA== 0000899140-05-000020.txt : 20050111 0000899140-05-000020.hdr.sgml : 20050111 20050111150042 ACCESSION NUMBER: 0000899140-05-000020 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050111 DATE AS OF CHANGE: 20050111 GROUP MEMBERS: GEORGE SOROS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EXIDE TECHNOLOGIES CENTRAL INDEX KEY: 0000813781 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 230552730 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42779 FILM NUMBER: 05523230 BUSINESS ADDRESS: STREET 1: 210 CARNEGIE CENTER STREET 2: SUITE 500 CITY: PRINCETON STATE: NJ ZIP: 08540 BUSINESS PHONE: 6095123000 MAIL ADDRESS: STREET 1: CROSSROADS CORPORATE CENTER STREET 2: 3150 BRUNSWICK PIKE SUITE 230 CITY: LAWRENCEVILLE STATE: NJ ZIP: 08648 FORMER COMPANY: FORMER CONFORMED NAME: EXIDE CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOROS FUND MANAGEMENT LLC CENTRAL INDEX KEY: 0001029160 IRS NUMBER: 133914976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 2128721054 MAIL ADDRESS: STREET 1: C/O AKIN, GUMP, STRAUSS,HAUER,FELD, STREET 2: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 s2743103.txt AMENDMENT NO. 1 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934* Exide Technologies - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 Par Value - -------------------------------------------------------------------------------- (Title of Class of Securities) 302051206 - -------------------------------------------------------------------------------- (CUSIP Number) Richard D. Holahan, Esq. Assistant General Counsel Soros Fund Management LLC 888 Seventh Avenue 33rd Floor New York, New York 10106 (212) 262-6300 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: Thomas M. Cerabino, Esq. Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, New York 10019-6099 (212) 728-8000 January 11, 2005 - -------------------------------------------------------------------------------- (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 which 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]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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). Page 1 of 7 Exhibit Index Appears on Page 6 SCHEDULE 13D - ------------------- ----------------- CUSIP No. 302051206 Page 2 of 7 pages - ------------------- ----------------- - ------------- ------------------------------------------------------------------ 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Soros Fund Management LLC - ------------- ------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X] - ------------- ------------------------------------------------------------------ 3 SEC USE ONLY - ------------- ------------------------------------------------------------------ 4 SOURCE OF FUNDS (See Instructions) AF - ------------- ------------------------------------------------------------------ 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------- ------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ----------------------- ----------- -------------------------------------------- 7 SOLE VOTING POWER 1,522,300 ----------- -------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ----------- -------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 1,522,300 ----------- -------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------- ------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,522,300 - ------------- ------------------------------------------------------------------ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - ------------- ------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3% - ------------- ------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON (See Instructions) OO, IA - ------------- ------------------------------------------------------------------ SCHEDULE 13D - ------------------- ----------------- CUSIP No. 302051206 Page 3 of 7 pages - ------------------- ----------------- - ------------- ------------------------------------------------------------------ 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) George Soros (in the capacity described herein) - ------------- ------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X] - ------------- ------------------------------------------------------------------ 3 SEC USE ONLY - ------------- ------------------------------------------------------------------ 4 SOURCE OF FUNDS (See Instructions) AF - ------------- ------------------------------------------------------------------ 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------- ------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------- ----------- -------------------------------------------- 7 SOLE VOTING POWER 1,522,300 ----------- -------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ----------- -------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 1,522,300 ----------- -------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------- ------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,522,300 - ------------- ------------------------------------------------------------------ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - ------------- ------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3% - ------------- ------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON (See Instructions) IA - ------------ ------------------------------------------------------------------- This Amendment No. 1 supplementally amends the initial statement on Schedule 13D previously filed on December 22, 2004 (the "Original 13D" and collectively with this Amendment No. 1, the "Statement"). The Statement relates to the Common Stock, par value $.01 per share (the "Shares"), of Exide Technologies, a Delaware corporation (the "Issuer"). The Statement is being filed on behalf of (1) Soros Fund Management LLC, a Delaware limited liability company ("SFM LLC"), and (2) George Soros, a United States citizen. SFM LLC and Mr. Soros are sometimes collectively referred to herein as the "Reporting Persons." Initially capitalized terms used herein and not otherwise defined have the meanings ascribed thereto in the Original 13D. The Reporting Persons filed a statement on Schedule 13G on November 26, 2004 to report the acquisition of Shares which are the subject of the Statement, as a result of which the Reporting Persons may be deemed to be the beneficial owners of more than 5% of the outstanding Shares, and filed the Original 13D because, in connection with their ongoing evaluation of the investment in the Issuer and their options with respect to such investment, they have decided to seek to meet with the board of directors and/or members of senior management of the Issuer to indicate their views on issues relating to the strategic direction undertaken by the Issuer and other matters of interest to stockholders generally. Item 4. Purpose of Transaction Item 4 of the Statement is hereby amended by adding the following as the third paragraph of such Item: On January 11, 2005, in furtherance of its efforts to meet with the Issuer's board of directors, SFM LLC sent a letter to the Issuer. A copy of this letter is attached hereto as Exhibit D and incorporated herein in its entirety. Item 7. Material to be Filed as Exhibits Exhibit A: Joint Filing Agreement by and among the Reporting Persons (incorporated by reference to the Schedule 13D filed by the Reporting Persons on December 22, 2004). Exhibit B: Power of Attorney, dated as of October 30, 2002, granted by Mr. George Soros in favor of Armando T. Belly, John F. Brown, Jodye Anzalotta, Maryann Canfield, Richard D. Holahan, Jr. and Robert Soros (incorporated by reference to the Schedule 13G filed by the Reporting Persons on November 26, 2004). Exhibit C: Joint Plan of Reorganization of the Official Committees of Unsecured Creditors and the Debtors, dated March 11, 2004 (incorporated by reference to the Issuer's Current Report on Form 8-K filed on May 6, 2004). Exhibit D: Letter dated January 11, 2005 from SFM LLC to Exide Technologies. Page 4 of 7 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. January 11, 2005. SOROS FUND MANAGEMENT LLC By: /s/ Richard D. Holahan, Jr. ------------------------------ Name: Richard D. Holahan, Jr. Title: Assistant General Counsel GEORGE SOROS By: /s/ Richard D. Holahan, Jr. ------------------------------ Name: Richard D. Holahan, Jr. Title: Attorney-in-Fact Page 5 of 7 Exhibit Index Exhibit Page Exhibit A Joint Filing Agreement, dated December 22, 2004, among N/A Soros Fund Management LLC and George Soros (incorporated by reference to the Schedule 13D filed by the Reporting Persons on December 22, 2004). Exhibit B Power of Attorney, dated as of October 30, 2002, granted N/A by Mr. George Soros in favor of Armando T. Belly, John F. Brown, Jodye Anzalotta, Maryann Canfield, Richard D. Holahan, Jr. and Robert Soros (incorporated by reference to the Schedule 13G filed by the Reporting Persons on November 26, 2004). Exhibit C Joint Plan of Reorganization of the Official Committees of N/A Unsecured Creditors and the Debtors, dated March 11, 2004 (incorporated by reference to the Issuer's Current Report on Form 8-K filed on May 6, 2004). Exhibit D Letter dated January 11, 2005 from SFM LLC to 7 Exide Technologies. Page 6 of 7 EX-99.D 2 s2741350.txt LETTER FROM SFM LLC TO EXIDE TECHNOLOGIES Exhibit D Soros Fund Management LLC 888 Seventh Avenue 33rd Floor New York, New York 10106 January 11, 2005 Board of Directors Exide Technologies Crossroads Corporate Center 3150 Brunswick Pike, Suite 230 Lawrenceville, New Jersey 08648 Gentlemen: As the principal investment manager of one of Exide Technologies' largest stockholders, we are writing to request a meeting with members of the Board of Directors of Exide, which we believe should include both Mr. Craig H. Muhlhauser, Exide's President and Chief Executive Officer, and Mr. John P. Reilly, Exide's Chairman. We stand ready to meet immediately, and would like to do so as soon as possible, wherever and whenever is most convenient for the directors who will attend. The composition of Exide's Board of Directors and the status of senior management and succession planning, particularly in light of the pending departure of Mr. Muhlhauser, are among the issues that we think it is essential to address. We are acquainted with a number of well-qualified professionals who we believe could add substantial value to the Board's deliberations and functioning and who we believe are qualified to succeed Mr. Muhlhauser. We would also like to discuss with you potential strategic initiatives to enhance stockholder value. We believe these are important matters and hope the Board of Directors will respond positively to this opportunity to gain the perspective of, and work constructively with, one of Exide's largest stockholders to enhance stockholder value and improve stockholder confidence in Exide's corporate governance. We look forward to hearing from you promptly. Very truly yours, /s/ Richard Brennan Richard Brennan Director Soros Fund Management LLC Page 7 of 7 -----END PRIVACY-ENHANCED MESSAGE-----