SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AGRIBRANDS INTERNATIONAL, INC.
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(Name of Issuer)
Shares of Common Stock, par value $0.01 per share
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(Title of Class of Securities)
00849R10
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(CUSIP NUMBER)
Greenlight Capital, L.L.C.
420 Lexington Avenue
Suite 875
New York, New York 10170
Tel. No.: (212) 973-1900
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(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 75201-4618
(214) 969-2800
July 16, 1998
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(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 572,600
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 572,600
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
572,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.37%
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 572,600
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 572,600
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
572,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.37%
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 572,600
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 572,600
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
572,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.37%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
SCHEDULE 13D
This Schedule 13D (the "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, relating to shares of Common Stock of Agribrands
International, Inc. (the "Issuer").
This Schedule 13D relates to shares of Common Stock 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
Offshore, Ltd. ("Greenlight Offshore"), of which Greenlight acts as
investment advisor, and (iii) Greenlight Capital Qualified, L.P.
("Greenlight Qualified"), of which Greenlight is the general partner.
ITEM 1. SECURITY AND ISSUER
Securities acquired: Shares of Common Stock, par value $0.01
per share
Issuer: Agribrands International, Inc.
9811 South Forty Drive
St. Louis, Missouri 63124
(314) 812-0500
ITEM 2. IDENTITY AND BACKGROUND
Greenlight Capital, L.L.C, a Delaware limited liability company,
provides investment management services to private individuals and
institutions and is located at 420 Lexington Avenue, Suite 875, New York,
NY 10170. Messrs. Einhorn and Keswin are the principals of Greenlight. The
principal occupation of both Mr. Einhorn and Mr. Keswin is investment
management and they are both United States citizens. Their business address
is 420 Lexington Avenue, Suite 875, New York, NY 10170. Neither Greenlight,
Mr. Einhorn nor Mr. Keswin has been convicted in a criminal proceeding
during the last five years. Neither Greenlight, Mr. Einhorn nor Mr. Keswin
is and during the past five years was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and, as a result
thereof, subject to any 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
As of July 18, 1998, Greenlight had invested (i) $6,284,252 in shares
of Common Stock through Greenlight Fund, (ii) $7,021,932 in shares of
Common Stock through Greenlight Offshore and (iii) $7,276,395 in shares of
Common Stock through Greenlight Qualified, all as described in Item 5
below. The source of these funds was the working capital of each of
Greenlight Fund, Greenlight Offshore and Greenlight Qualified, as the case
may be.
ITEM 4. PURPOSE OF THE TRANSACTION
Greenlight, Mr. Einhorn and Mr. Keswin acquired shares of Common Stock
for portfolio investment purposes and do not have any present plans or
proposals that relate to or would result in any change in the business,
policies, management, structure or capitalization of the Issuer, but
Greenlight, Mr. Einhorn and Mr. Keswin reserve the right to consider or
make such plans and/or proposals in the future. Greenlight, Mr. Einhorn and
Mr. Keswin reserve the right to acquire, or dispose of, additional
securities of the Issuer, in the ordinary course of business, to the extent
deemed advisable in light of Greenlight's general investment and trading
policies, market conditions or other factors. Greenlight may contact the
Issuer and/or other shareholders regarding potential strategies to increase
shareholder value. Other than as described above, neither Greenlight, Mr.
Einhorn nor Mr. Keswin has present plans or proposals which would result in
any of the following:
1) any extraordinary corporate transaction, such as a merger,
reorganiza-tion or liquida-tion, involving the issuer or any of its
subsidiaries;
2) any sale or transfer of a material amount of assets of the
issuer or any of its subsidiaries;
3) any change in the present board of directors or managers of
the issuer;
4) any material change in the present capitalization or
dividend policy of the issuer;
5) any other material change in the issuer's business or
corporate structure;
6) any change in the issuer's charter, by-laws or instru-ments
corres-ponding thereto or other actions which may impede the
acquisition of control of the issuer by any person;
7) causing a class of securities of the issuer to be delisted
from a national securities exchange or to cease to be authorized to be
quoted in an interdealer quotation system of a registered national
securities association;
8) causing a class of securities of the issuer to become
eligible for termina-tion of registration pursuant to Section 12(g)(4)
of the Act; or
9) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of July 18, 1998, Greenlight, Mr. Einhorn and Mr. Keswin are
beneficial owners of 572,600 shares of Common Stock of the Issuer or 5.37%
of the shares outstanding. The 572,600 shares described above are
beneficially owned by Greenlight, Mr. Einhorn and Mr. Keswin for the
account of the Greenlight Fund, Greenlight Offshore or Greenlight
Qualified, 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 18, 1998 is based on 10,668,571 outstanding shares of Common
Stock 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.
(b) Greenlight, Mr. Einhorn and Mr. Keswin for the account of each of
Greenlight Fund, Greenlight Offshore and Greenlight Qualified have the
power to vote and dispose of the shares of Common Stock held by each such
entity.
(c) The transactions in the Issuer's securities by Greenlight during
the last sixty days are listed as Annex A attached hereto and made apart
hereof.
(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Not Applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not Applicable.
ANNEX A
Transaction Buy/ Quantity Price per
Date Sell (shares) Share ($)
----------- --------- --------- ---------
5/27/98 Buy 25,000 33.5000
6/24/98 Buy 40,000 29.9716
6/26/98 Buy 20,000 29.5772
7/3/98 Buy 500 33.5000
7/16/98 Buy 10,000 34.5000
7/17/98 Buy 29,100 34.5470
7/18/98 Buy 1,100 34.6250
-------
125,700
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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 22, 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
