SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT No. 2 to 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)
00849R105
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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 75201-4675
(214) 969-2800
October 30, 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. 00849R105 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 912,300
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 912,300
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
912,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.55%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
CUSIP No. 00849R105 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 912,300
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 912,300
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
912,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.55%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
CUSIP No. 00849R105 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 912,300
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 912,300
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
912,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.55%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
AMENDMENT No. 2 to SCHEDULE 13D
This Amendment No. 2 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 (the "Commission") on July 22, 1998 and amended by
Amendment No. 1 to Schedule 13D filed with the Commission on July 28, 1998
(as amended, the "Amended Schedule 13D").
This Amendment No. 2 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"), to which Greenlight acts as investment
advisor. The Amended Schedule 13D is hereby amended and supplemented as
follows:
ITEM 3. SOURCE AND AMOUNT OF FUNDS
Item 3 of the Amended Schedule 13D is hereby amended and restated in
its entirety to read as follows:
As of October 30, 1998, Greenlight had invested (i) $10,075,047.40 in
Shares through Greenlight Fund, (ii) $11,905,706.88 in Shares through
Greenlight Qualified and (iii) $9,207,605.92 in Shares through Greenlight
Offshore, all as described in Item 5 below. The source of these funds was
the working capital of each of Greenlight Fund, Greenlight Qualified and
Greenlight Offshore, as the case may be.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Amended Schedule 13D is hereby amended by amending and
restating Items 5(a) and (c) as follows:
(a) As of October 30, 1998, Greenlight, Mr. Einhorn and Mr.
Keswin are beneficial owners of an aggregate of 912,300 Shares of the
Issuer or 8.55% of the Shares outstanding. The 912,300 Shares described
above are beneficially owned by Greenlight, Mr. Einhorn and Mr. Keswin for
the account of Greenlight Fund, Greenlight Qualified or Greenlight
Offshore, as the case may be.
The number of Shares beneficially owned by Greenlight, Mr. Einhorn and
Mr. Keswin and the percentage of outstanding Shares represented thereby
have been computed in accordance with Rule 13d-3 under the Act. The
percentage of beneficial ownership of Greenlight, Mr. Einhorn and Mr.
Keswin on October 30, 1998 is based on 10,668,571 outstanding Shares as of
October 1, 1998 as reported in the Issuer's Annual Report on Form 10-K
filed with the Commission for the fiscal year ended August 31, 1998.
(c) The transactions in the Issuer's securities by Greenlight
during the last sixty days are listed as Annex A attached hereto and made
a part hereof.
ANNEX A
Transaction Buy/ Quantity Price per
Date Sell (shares) Share ($)
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9/17/98 Buy 5,000 $21.935
9/22/98 Buy 5,000 22.03
9/24/98 Buy 10,000 21.53
10/9/98 Buy 3,100 22.03
10/30/98 Buy 2,800 29.9049
10/30/98 Buy 128,500 30.05
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: November 4, 1998
Greenlight Capital, L.L.C.
By: /s/ Jeffrey A. Keswin
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JEFFREY A. KESWIN, Managing Member
/s/ David Einhorn
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David Einhorn
/s/ Jeffrey A. Keswin
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Jeffrey A. Keswin
