0000919574-11-002511.txt : 20110325 0000919574-11-002511.hdr.sgml : 20110325 20110325165558 ACCESSION NUMBER: 0000919574-11-002511 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110325 DATE AS OF CHANGE: 20110325 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCE ONE INTERNATIONAL, INC. CENTRAL INDEX KEY: 0000939930 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-FARM PRODUCT RAW MATERIALS [5150] IRS NUMBER: 541746567 STATE OF INCORPORATION: VA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-44329 FILM NUMBER: 11713032 BUSINESS ADDRESS: STREET 1: 8001 AERIAL CENTER PARKWAY CITY: MORRISVILLE STATE: NC ZIP: 27560-8413 BUSINESS PHONE: 9193794300 MAIL ADDRESS: STREET 1: 8001 AERIAL CENTER PARKWAY CITY: MORRISVILLE STATE: NC ZIP: 27560-8413 FORMER COMPANY: FORMER CONFORMED NAME: DIMON INC DATE OF NAME CHANGE: 19950301 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Fine Capital Partners, L.P. CENTRAL INDEX KEY: 0001339161 IRS NUMBER: 201192223 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212.492.8200 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 d1182915_13d.htm d1182915_13d.htm

 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.)*


Alliance One International, Inc.
(Name of Issuer)


Common Stock (no par value)
(Title of Class of Securities)


018772103
(CUSIP Number)


Brian Jozwiak
Fine Capital Partners, L.P.
590 Madison Avenue, 5th Floor
New York, New York 10022
Tel. No.: (212) 492-8200
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)


March 15, 2011
(Date of Event Which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [_].
   
*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.

 
 

 


CUSIP No.
018772103
   

1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
     
 
Fine Capital Partners, L.P.
 

2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[_]
   
(b)
[_]

3.
SEC USE ONLY
 
     
     

4.
SOURCE OF FUNDS
 
     
 
AF
 

5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
[_]

6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     
 
Delaware
 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

7.
SOLE VOTING POWER
 
     
 
0
 

8.
SHARED VOTING POWER
 
     
 
5,395,137
 

9.
SOLE DISPOSITIVE POWER
     
 
0
 

10.
SHARED DISPOSITIVE POWER
 
     
 
5,395,137
 

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
     
 
5,395,137
 

12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[_]

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
     
 
6.2%
 

14.
TYPE OF REPORTING PERSON
 
     
 
PN
 
     


 
 

 


CUSIP No.
018772103
   

1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
     
 
Fine Capital Advisors, LLC
 

2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[_]
   
(b)
[_]

3.
SEC USE ONLY
 
     
     

4.
SOURCE OF FUNDS
 
     
 
AF
 

5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
[_]

6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     
 
Delaware
 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

7.
SOLE VOTING POWER
 
     
 
0
 

8.
SHARED VOTING POWER
 
     
 
5,395,137
 

9.
SOLE DISPOSITIVE POWER
     
 
0
 

10.
SHARED DISPOSITIVE POWER
 
     
 
5,395,137
 

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
     
 
5,395,137
 

12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[_]

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
     
 
6.2%
 

14.
TYPE OF REPORTING PERSON
 
     
 
OO
 
     


 
 

 


CUSIP No.
018772103
   

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

2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[_]
   
  (b)
[_]

3.
SEC USE ONLY
 
     
     

4.
SOURCE OF FUNDS
 
     
 
AF
 

5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
[_]

6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     
 
United States of America
 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

7.
SOLE VOTING POWER
 
     
 
0
 

8.
SHARED VOTING POWER
 
     
 
5,395,137
 

9.
SOLE DISPOSITIVE POWER
     
 
0
 

10.
SHARED DISPOSITIVE POWER
 
     
 
5,395,137
 

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
     
 
5,395,137
 

12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[_]

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
     
 
6.2%
 

14.
TYPE OF REPORTING PERSON
 
     
 
IN
 
     


 
 

 



CUSIP No.
018772103
   
     

Item 1.
Security and Issuer.
 

 
The name of the issuer is Alliance One International, Inc., a Virginia corporation (the "Issuer").  The address of the Issuer's principal executive offices is 8001 Aerial Center Parkway, Morrisville, North Carolina 27560-8417, United States of America.  This Schedule 13D relates to the Issuer's Common Stock (no par value) (the "Shares").
 
     
     


Item 2.
Identity and Background.
 

 
(a), (f)
This Schedule 13D is being filed by (i) Fine Capital Partners, L.P., a Delaware limited partnership (“FCP”), as the investment manager to certain private investment funds, with respect to Shares owned by such private investment funds, (ii) Fine Capital Advisors, LLC, a Delaware limited liability company (“FCA”), as the general partner of FCP, and (iii) Ms. Debra Fine, a United States citizen and the principal of FCP and FCA, with respect to the shares owned by such private investment funds (the persons mentioned in (i), (ii) and (iii) are referred to as the “Reporting Persons”).  Ms. Fine is the sole Manager of FCA and the President of FCP.  Brian Jozwiak, a United States citizen, is the Chief Financial Officer and Chief Operating Officer of the Reporting Persons.
 
       
 
(b)
The principal business address for each of the Reporting Persons and each of the other executive officers of FCP is 590 Madison Avenue, 5th Floor, New York, New York 10022.
 
       
 
(c)
FCP provides investment management services to private individuals and institutions.  FCA serves as the general partner of FCP.  The principal occupation of Ms. Fine is investment management.  The principal occupation of Mr. Jozwiak is Chief Financial Officer and Chief Operating Officer of FCP and its affiliates.
 
       
 
(d)
Neither Ms. Fine nor Mr. Jozwiak have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
       
 
(e)
None of the Reporting Persons, or other persons with respect to whom information is given in response to this Item 2, has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
     


Item 3.
Source and Amount of Funds or Other Consideration.
 
     
 
The net investment costs (including commissions, if any) of the Shares directly owned by the private investment funds advised by FCP is approximately $21,779,233. Ms. Fine, FCP and FCA do not directly own any Shares.
 
     


Item 4.
Purpose of Transaction.
 
     
 
The purpose of the acquisition of the Shares by the Reporting Persons is for investment, and the purchases of the Shares by the Reporting Persons were made in the ordinary course of business and were not made for acquiring control of the Issuer.  The Reporting Persons, from time to time, will communicate with the Issuer and other holders of Shares.  The Reporting Persons may in the future purchase additional Shares or dispose of some or all of their Shares in open-market transactions or privately negotiated transactions.  The Reporting Persons do not currently have any plans or proposals that would result in any of the actions described in paragraphs (b) through (j) of Item 4 of the instructions to Schedule 13D.
 
     


Item 5.
Interest in Securities of the Issuer.
 
     
 
(a) - (e)
As of the date hereof, (i) FCP, FCA and Ms. Fine may be deemed to be the beneficial owners of 5,395,137 Shares, constituting 6.2% of the Shares, based upon 87,084,833* Shares outstanding as of the date hereof.
 
FCP has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 5,395,137 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 5,395,137 Shares.
 
FCA has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 5,395,137 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 5,395,137 Shares.
 
Ms. Fine has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 5,395,137 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 5,395,137 Shares.
 
The transactions by the Reporting Persons in the securities of the Issuer during the past sixty days are set forth in Exhibit B.
 
*This outstanding Shares figure reflects the number of outstanding Shares at January 31, 2011, as reported in the Issuer's Form 10-Q, filed on February 4, 2011.
 
       


Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
     
 
Not Applicable
 
     

Item 7.
Material to be Filed as Exhibits.
 

 
Exhibit A:  Joint Filing Agreement
Exhibit B:  Schedule of Transactions in Shares
     


 
 

 



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.


   
March 25, 2011
 
   
(Date)
 

   
Fine Capital Partners, L.P.
By: Fine Capital Advisors, LLC, its general partner
     
   
By:
/s/ Debra Fine
 
     
     Debra Fine, Manager
         
   
 
Fine Capital Advisors, LLC
 
   
By:
/s/ Debra Fine
 
     
     Debra Fine, Manager
         
     
   
By:
/s/ Debra Fine
 
     
     Debra Fine



Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).


 
 

 



Exhibit A


AGREEMENT


The undersigned agree that this Schedule 13D, dated March 25, 2011, relating to the Common Stock (no par value) of Alliance One International, Inc. shall be filed on behalf of the undersigned.


   
March 25, 2011
 
   
(Date)
 

   
Fine Capital Partners, L.P.
By: Fine Capital Advisors, LLC, its general partner
     
   
By:
/s/ Debra Fine
 
     
     Debra Fine, Manager
         
   
 
Fine Capital Advisors, LLC
 
   
By:
/s/ Debra Fine
 
     
     Debra Fine, Manager
         
     
   
By:
/s/ Debra Fine
 
     
     Debra Fine



 
 

 



Exhibit B


Schedule of Transactions in Shares


Date of Transaction
Title of Class
Number of
Shares Purchased
Number of
Shares Sold
Price
Per Share
         
3/15/2011
Common Stock (no par value)
  65,000
 
3.5676
3/16/2011
Common Stock (no par value)
290,000
 
3.5937
3/17/2011
Common Stock (no par value)
285,000
 
3.5844
3/18/2011
Common Stock (no par value)
157,000
 
3.6543
3/21/2011
Common Stock (no par value)
125,000
 
3.8187
3/22/2011
Common Stock (no par value)
  38,647
 
3.9501
3/23/2011
Common Stock (no par value)
  90,000
 
3.9684
3/24/2011
Common Stock (no par value)
  25,000
 
3.9456
 






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