SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
EXIDE ELECTRONICS GROUP, INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
302052105
(CUSIP Number)
PETER M. SCHOENFELD
P. Schoenfeld Asset Management LLC
1330 Avenue of the Americas, 34th Floor
New York, New York 10019
(212) 649-9500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
OCTOBER 16, 1997
(Date of Event which Requires Filing 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 [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-l(a) for other parties to whom copies are to
be sent.
*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.
The information required on 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 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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SCHEDULE 13D
CUSIP No. 302052105
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
P. Schoenfeld Asset Management LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
a[ ]
Not Applicable b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC, OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7. SOLE VOTING POWER
NUMBER OF None
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH
REPORTING 525,300
PERSON
WITH 9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
525,300
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
525,300
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
BD, IA, OO
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SCHEDULE 13D
CUSIP No. 302052105
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Peter M. Schoenfeld
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
a[ ]
Not Applicable b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC, OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
NUMBER OF None
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH
REPORTING 525,300
PERSON
WITH 9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
525,300
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
525,300
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D (the "Statement") relates to the Common
Stock, par value $.01 per share (the "Common Stock"), of Exide Electronics
Group, Inc., a Delaware corporation (the "Company"). The principal executive
offices of the Company are located at 8609 Six Forks Road, Raleigh, NC 27615.
ITEM 2. IDENTITY AND BACKGROUND
The Statement is being filed by (1) P. Schoenfeld Asset Management LLC, a
New York limited liability company ("PSAM") and (2) Peter M. Schoenfeld, a
United States citizen, in his capacity as the Managing Member of PSAM ("Mr.
Schoenfeld"). PSAM and Mr. Schoenfeld are sometimes collectively referred to
herein as the "Reporting Persons".
PSAM is registered as a non-clearing broker-dealer and an investment
adviser with the Securities and Exchange Commission and is a member of the
National Association of Securities Dealers, Inc. The principal business of PSAM
is to provide investment advisory services with respect to global event
arbitrage activities to managed accounts (the "Managed Accounts") and to certain
investment partnerships for which entities controlled by Mr. Schoenfeld serve as
the general partner (the "Partnerships"). The principal place of business and
principal offices of PSAM are located at 1330 Avenue of the Americas, 34th
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Floor, New York, New York 10019, which is also the business address of Mr.
Schoenfeld. The principal occupation of Mr. Schoenfeld is his position as a
Managing Member of PSAM.
None of the Reporting Persons has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) during the last five
years.
During the last five years, none of the Reporting Persons has 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. SOURCES AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION
The Partnerships and Managed Accounts expended an aggregate of
approximately $9,751,662.50 (including brokerage commissions, if any) to
purchase the 391,600 shares of Common Stock which are reported in Item 5(c) as
having been purchased for their accounts during the past 60 days. The funds for
the purchase of the shares of Common Stock owned by the Managed Accounts come
from their owners or shareholders. The funds for the purchase of the shares of
Common Stock owned by the Partnerships are obtained from the working capital of
the Partnerships. The shares of Common Stock held by the
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Partnerships and the Managed Accounts may be held through margin accounts
maintained with brokers, which extend margin credit, as and when required to
open or carry positions in such margin accounts, subject to applicable federal
margin regulations, stock exchange rules and the credit policies of such firms.
The positions held in the margin accounts, including the Common Stock, are
pledged as collateral security for the repayment of debit balances in the
respective accounts.collateral security for the repayment of debit balances in
the respective accounts.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the acquisition of the shares of Common Stock by each of the
Reporting Persons is for investment. From time to time, the Reporting Persons
may discuss with management of the Company the Reporting Persons' suggestions
for enhancing shareholder value. Such suggestions may relate to one or more of
the transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D
under the Securities Exchange Act of 1934. However, the Reporting Persons do not
intend to seek control of the Company or participate in the management of the
Company. Each Reporting Person reserves the right to make further purchases of
Common Stock from time to time, to dispose of any or all of the shares of Common
Stock held by it at any time or to formulate other purposes, plans or proposals
regarding the Company or any of its securities, to the extent deemed advisable
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in light of its general investment and trading policies, market conditions or
other factors. Except as described above, the Reporting Persons do not have any
present plans or proposals which relate to or would result in any of the
transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D
under the Securities and Exchange Act of 1934.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(b) On the date of this Statement:
(i) PSAM may be deemed to have beneficial ownership for
purposes of Section 13(d) of the Securities Exchange Act of 1934
("Beneficial Ownership") of 525,300 shares of Common Stock by virtue of its
position as discretionary investment manager to the Partnerships and Managed
Accounts, as the case the may be, holding such shares of Common Stock. Such
shares represent 5.1% of the issued and outstanding Common Stock. PSAM shares
voting power and dispositive power over the Common Stock with Mr. Schoenfeld.
(ii) Mr. Schoenfeld may be deemed to have Beneficial Ownership
of 525,300 shares of Common Stock by virtue of his position as the Managing
Member of PSAM. Such shares represent 5.1% of the issued and outstanding Common
Stock. Mr. Schoenfeld shares voting power and dispositive power over the Common
Stock with PSAM.
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The percentages used herein are calculated based upon the 10,324,619 shares
of Common Stock stated to be issued and outstanding effective as of August 12,
1997, as reflected in the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1997.
(c) The trading dates, number of shares purchased or sold and
price per share (including commissions, if any) for all transactions by the
Reporting Persons during the past 60 days are set forth in Schedule I hereto.
All such transactions were made in the open market.ng the past 60 days are set
forth in Schedule I hereto. All such transactions were made in the open market.
(d) No person other than the Partnership and the Managed
Accounts is known to have the right to receive or the power to direct the
receipt of dividends from or the proceeds of sale of shares of Common Stock,
except that the respective partners, shareholders or owners, as relevant, of the
Partnerships and the Managed Accounts have the right to participate in the
receipt of dividends from or proceeds of the sale of, the shares of Common Stock
held for their respective accounts.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMETNS, UNDERSIGNINGS, OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
None.
ITEM 7 MATERIAL TO BE FILED AS EXHIBITS
Exhibit A - Joint Filing Agreement, dated October 20, 1997, between PSAM
and Peter M. Schoenfeld.
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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.
October 20, 1997.
P. SCHOENFELD ASSET MANAGEMENT LLC
By: /s/ Peter M. Schoenfeld
Name: Peter M. Schoenfeld
Title: Managing Member
/s/ Peter M. Schoenfeld
Peter M. Schoenfeld
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<TABLE>
<CAPTION>
Schedule I
Date Price Per Share Shares Purchased
<S> <C> <C>
8/18/97 23.5125 50,000
8/19/97 23.6875 1,000
8/20/97 23.75 1,000
9/2/97 23.875 14,500
9/3/97 23.431 25,000
9/5/97 23.375 79,000
9/9/97 23.625 10,000
9/16/97 23.5 2,000
9/16/97 23.25 10,000
9/16/97 22.625 4,100
9/17/97 22.625 10,000
9/23/97 22.25 50,000
9/26/97 22.625 10,000
10/16/97 28.613 125,000
</TABLE>
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EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the shares of Common Stock of Exide Corp. dated October 20, 1997 is,
and any amendments thereto signed by each of the undersigned shall be, filed on
behalf of each of them pursuant to and in accordance with the provisions of Rule
13d-1(f) under the Securities Exchange Act of 1934.
Date: October 20, 1997
P. SCHOENFELD ASSET MANAGEMENT LLC
By: /s/ Peter M. Schoenfeld
Name: Peter M. Schoenfeld
Title: Managing Member
/s/ Peter M. Schoenfeld
Peter M. Schoenfeld
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