SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT No. 1 to SCHEDULE 13D)
Under the Securities Exchange Act of 1934
AGRIBRANDS INTERNATIONAL, INC.
- ---------------------------------------------------------------------------
(Name of Issuer)
Shares of Common Stock, par value $0.01 per share
- ---------------------------------------------------------------------------
(Title of Class of Securities)
00849R10
- ---------------------------------------------------------------------------
(CUSIP NUMBER)
Greenlight Capital, L.L.C.
420 Lexington Avenue, Suite 875
New York, New York 10170
Tel. No.: (212) 973-1900
- ---------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
- with copies to -
Eliot D. Raffkind, P.C.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201-4675
(214) 969-2800
July 23, 1998
- ---------------------------------------------------------------------------
(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 Rule 13d-1(b)(3) or (4) check the following
box [ ]
The information required in 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, as amended ("Act"), or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act.
CUSIP No. 00849R10 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Greenlight Capital, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF, WC
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
NUMBER OF 7 SOLE VOTING POWER 700,100
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 700,100
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
700,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.56%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
CUSIP No. 00849R10 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
David Einhorn
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF, WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER 700,100
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 700,100
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
700,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.56%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
CUSIP No. 00849R10 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Jeffrey A. Keswin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF, WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER 700,100
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 700,100
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
700,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.56%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
AMENDMENT No. 1 to SCHEDULE 13D
This Amendment No. 1 to Schedule 13D is being filed on behalf of
Greenlight Capital, L.L.C., a Delaware limited liability company
("Greenlight"), and Mr. David Einhorn and Mr. Jeffrey A. Keswin, the
principals of Greenlight, as an amendment to the initial statement on
Schedule 13D, relating to shares of common stock ("Shares") of Agribrands
International, Inc. (the "Issuer"), as filed with the Securities and
Exchange Commission on July 22, 1998 (the "Initial Schedule 13D").
This Amendment No. 1 to Schedule 13D relates to Shares of the Issuer
purchased by Greenlight for the account of (i) Greenlight Capital, L.P.
("Greenlight Fund"), of which Greenlight is the general partner, (ii)
Greenlight Capital Qualified, L.P. ("Greenlight Qualified"), of which
Greenlight is the general partner and (iii) Greenlight Capital Offshore,
Ltd. ("Greenlight Offshore"), of which Greenlight acts as investment
advisor. The Initial Schedule 13D is hereby amended and supplemented as
follows:
ITEM 3. SOURCE AND AMOUNT OF FUNDS
Item 3 of the Initial Schedule 13D is hereby amended and restated in
its entirety to read as follows:
As of July 23, 1998, Greenlight had invested (i) $7,636,210 in Shares
through Greenlight Fund, (ii) $8,828,340 in Shares through Greenlight
Qualified and (iii) $8,515,261 in Shares through Greenlight Offshore, all
as described in Item 5 below. The source of these funds was the working
capital of each of Greenlight Fund, Greenlight Qualified and Greenlight
Offshore, as the case may be.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Initial Schedule 13D is hereby amended by amending and
restating Items 5(a) and (c) as follows:
(a) As of July 23, 1998, Greenlight, Mr. Einhorn and Mr. Keswin
are beneficial owners of an aggregate of 700,100 Shares of the Issuer or
6.56% of the Shares outstanding. The 700,100 Shares described above are
beneficially owned by Greenlight, Mr. Einhorn and Mr. Keswin for the
account of the Greenlight Fund, Greenlight Qualified or Greenlight
Offshore, as the case may be.
The number of Shares beneficially owned by Greenlight, Mr. Einhorn and
Mr. Keswin and the percentage of outstanding Shares represented thereby
have been computed in accordance with Rule 13d-3 under the Act. The
percentage of beneficial ownership of Greenlight, Mr. Einhorn and Mr.
Keswin on July 23, 1998 is based on 10,668,571 outstanding Shares as of
June 30, 1998 as reported in the Issuer's Quarterly Report on Form 10-Q
filed with the Commission for the quarterly period ended May 31, 1998.
(c) The transactions in the Issuer's securities by Greenlight during
the period of July 21, 1998 to July 23, 1998 are listed as Annex A attached
hereto and made apart hereof.
ANNEX A
Transaction Buy/ Quantity Price per
Date Sell (shares) Share ($)
----------- --------- --------- ---------
7/22/98 Buy 81,700 $34.5841
7/23/98 Buy 4,000 34.5000
7/23/98 Buy 41,800 34.1468
Signature
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: July 28, 1998
Greenlight Capital, L.L.C.
By: /s/ Jeffrey A. Keswin
-----------------------------------
JEFFREY A. KESWIN, Managing Member
/s/ David Einhorn
-----------------------------------
David Einhorn
/s/ Jeffrey A. Keswin
-----------------------------------
Jeffrey A. Keswin
