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)
Common Stock, $.01 par value
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(Title of Class of Securities)
00849R105
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(CUSIP Number of Class of Securities)
Daniel S. Loeb
Third Point Management Company
277 Park Avenue, 27th Floor
New York, New York 10172
(212) 350-5170
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Daniel Schloendorn, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, NY 10019-6099
(212) 728-8000
September 6, 2000
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(Date of Event which Requires
Filing of this Schedule)
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: [ ]
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.
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SCHEDULE 13D
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CUSIP No. 00849R105 Page 2 of 13 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Daniel S. Loeb
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
0
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NUMBER OF 8 SHARED VOTING POWER
SHARES 505,400
BENEFICIALLY
OWNED BY --------- ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
505,400
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
505,400
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
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14 TYPE OF REPORTING PERSON*
IN
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<PAGE>
SCHEDULE 13D
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CUSIP No. 00849R105 Page 3 of 13 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Third Point Management Company L.L.C. I.D. #13-3922602
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
0
--------- ------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES 505,400
BENEFICIALLY
OWNED BY --------- ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
505,400
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
505,400
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
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14 TYPE OF REPORTING PERSON*
OO
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<PAGE>
This Schedule 13D is being filed on behalf of Third Point Management
Company L.L.C., a Delaware limited liability company (the "Management Company"),
and Daniel S. Loeb, an individual ("Mr. Loeb" and, together with the Management
Company, the "Reporting Persons"). This Schedule 13D relates to the common
stock, par value $0.01 per share, of Agribrands International, Inc., a Missouri
corporation (the "Company"). Unless the context otherwise requires, references
herein to the "Common Stock" are to such common stock of the Company. The
Management Company is the investment manager or adviser to a variety of hedge
funds and managed accounts (such funds and accounts, collectively, the "Funds").
The Funds directly own the Common Stock to which this Schedule 13D relates, and
the Reporting Persons may be deemed to have beneficial ownership over such
Common Stock by virtue of the authority granted to them by the Funds to vote and
to dispose of the securities held by the Funds, including the Common Stock.
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the Common Stock of the
Company, and is being filed pursuant to Rules 13d-1 and 13d-5 under the Securi-
ties Exchange Act of 1934, as amended (the "Exchange Act"). The address of the
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principal executive offices of the Company is 9811 South Forty Drive, St.
Louis, Missouri 63124.
Item 2. Identity and Background.
(a) This statement is filed by the Reporting Persons. Daniel S. Loeb is
the managing member of the Management Company and controls the Management
Company's business activities. The Management Company is organized as a limited
liability company under the laws of the State of Delaware.
(b) The address of the principal business and principal office of the
Management Company and Mr. Loeb is 277 Park Avenue, 27th Floor, New York, New
York 10172.
(c) The principal business of the Management Company is to serve as
investment manager or adviser to the Funds, and to control the investing and
trading in securities of the Funds. The principal business of Mr. Loeb is to act
as the managing member of the Management Company.
(d) None of the Reporting Persons, nor, to the best of their knowledge,
any of their directors, executive officers, general partners or members has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the Reporting Persons, nor, to the best of their knowledge,
any of their directors, executive officers,
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general partners or members 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.
(f) Mr. Loeb is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
The Funds expended an aggregate of approximately $18,583,588 of
their own investment capital to purchase the 505,400 shares of Common Stock held
by them (the "Shares"). The Funds effect purchases of securities primarily
through margin accounts maintained for them with Bear, Stearns Securities Corp.
(the "Primary Broker") which may extend margin credit to the Funds as and when
required to open or carry positions in the margin accounts, subject to
applicable Federal margin regulations, stock exchange rules and the firm's
credit policies. In such instances, the positions held in the margin accounts
are pledged as collateral security for the repayment of debit balances in the
accounts.
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Item 4. Purpose of Transaction.
The purpose of the acquisition of the Shares by the Funds is for
investment. The Reporting Persons may cause the Funds to make further
purchases of Common Stock from time to time or to dispose of any or all of the
shares of Common Stock held by the Funds at any time.
As further detailed in a letter, dated September 8, 2000, from Mr.
Loeb as managing member of the Management Company, to the Chief Executive
Officer of the Company (the "CEO"), a copy of which is attached hereto as
Exhibit 2, the Reporting Persons are opposed to the Company's proposed merger
with Ralcorp Holdings, Inc., a Missouri corporation (the "Proposed Merger"). For
the reasons set forth therein, the Reporting Persons are urging the CEO to seek
a sale of the Company or consider certain other alternatives set forth in
Exhibit 2. The Reporting Persons have engaged in informal communications with
other stockholders of the Company with respect to these matters.
The Reporting Persons are engaged in the investment business. In
pursuing this business, the Reporting Persons analyze the operations, capital
structure and markets of companies, including the Company, on a continuous basis
through analysis of documentation and discussions with knowledgeable industry
and market
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observers and with representatives of such companies (often at the invitation of
management). From time to time, one or more of the Reporting Persons may hold
discussions with third parties or with management of such companies in which the
Reporting Person may suggest or take a position with respect to potential
changes in the operations, management or capital structure of such companies as
a means of enhancing shareholder value. Such suggestions or positions may relate
to one or more of the transactions specified in clauses (a) through (j) of Item
4 of Schedule 13D of the Exchange Act, including, without limitation, such
matters as disposing of or selling all or a portion of the company or acquiring
another company or business, changing operating or marketing strategies,
adopting or not adopting certain types of anti-takeover measures and
restructuring the company's capitalization or dividend policy. However, none of
the Reporting Persons intends to seek control of the Company or participate in
the management of the Company.
Except as set forth above and in Exhibit 2, the Reporting Persons
do not have any present plans or proposals that relate to or would result in any
of the actions required to be described in Item 4 of Schedule 13D. Each of the
Reporting Persons may, at any time, review or reconsider its position with
respect to the Company and
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formulate plans or proposals with respect to any of such matters, but has no
present intention of doing so.
Item 5. Interest in Securities of the Issuer.
(a) As of the date of this Schedule 13D, the Management Company
beneficially owns 505,400 shares of Common Stock. The Management Company shares
voting and dispositive power over such holdings with Mr. Loeb and with the
Funds. As of July 6, 2000, the Shares represented 5.2% of the total 9,813,101
shares of Common Stock outstanding as reported in the Company's Form 10Q for the
quarterly period ended May 31, 2000. None of the individual Funds owns a number
of shares of Common Stock equal to or greater than 5% of such total Common Stock
outstanding.
(b) The Management Company and Mr. Loeb share voting and dispositive
power over the 505,400 shares of Common Stock held directly by the Funds.
(c) Schedule A hereto sets forth certain information with respect to
transactions by the Funds, at the direction of the Reporting Persons, in the
Common Stock during the period from July 1, 2000 to the date of this Statement.
All of the transactions set forth on Schedule A were effected in open
market purchases on the New York Stock Exchange through the Primary Broker.
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Except as set forth above, during the last sixty days there were no
transactions in the Common Stock effected by the Reporting Persons, nor, to the
best of their knowledge, any of their directors, executive officers, general
partners or members.
(d) Other than the Funds which directly hold the Shares, and except as
set forth in this Item 5, no person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the
Reporting Persons have entered into an agreement with respect to the joint
filing of this statement, and any amendment or amendments hereto.
By virtue of the relationships among the Reporting Persons and the
Funds, as described in Item 2, the Reporting Persons and the Funds may be deemed
to be a "group" under the Federal securities laws. Except as otherwise set forth
in this Schedule 13D, each Reporting Person expressly disclaims beneficial
ownership of any of the shares of
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Common Stock beneficially owned by any other Reporting Person or the Funds and
the filing of this Statement shall not be construed as an admission, for the
purposes of Sections 13(d) and 13(g) or under any provision of the Exchange Act
or the rules promulgated thereunder or for any other purpose, that any Reporting
Person is a beneficial owner of any such shares.
Except as set forth herein, there are no contracts, arrangements,
understandings or relationships among the persons named in Item 2 or between
such persons and any other person with respect to any securities of the Company.
Item 7. Material to be Filed as Exhibits.
1. Joint Filing Agreement, dated as of September 8, 2000, by and among the
Reporting Persons.
2. Letter from the Management Company to Mr. William P. Stiritz, Chief
Executive Officer of the Company, dated September 8, 2000.
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Schedule A
(Transactions by the Funds in Common Stock)
Shares Shares Price
Date Purchased Sold Per Share
---- --------- ---- ---------
7/26/00 5,000 $37.25
8/8/00 85,000 $40.9986
9/6/00 14,100 $40.1312
9/7/00 1,300 $40.9375
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: September 8, 2000 THIRD POINT MANAGEMENT
COMPANY L.L.C.
By: /s/ Daniel S. Loeb
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Name: Daniel S. Loeb
Title: Managing Member
Dated: September 8, 2000 /s/ Daniel S. Loeb
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Daniel S. Loeb
<PAGE>
Exhibit Index
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1. Joint Filing Agreement, dated as of September 8, 2000, by and between
the Reporting Entities.
2. Letter from the Management Company to Mr. William P. Stiritz, Chief
Executive Officer of the Company, dated September 8, 2000.
