SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
C&D TECHNOLOGIES, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
124661109
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(CUSIP Number)
with a copy to:
Alexander J. Roepers Allen B. Levithan
Atlantic Investment Management, Inc. LOWENSTEIN SANDLER PC
750 Lexington Avenue 65 Livingston Avenue
New York, New York 10022 Roseland, New Jersey 07068
(212) 688-6644 (973) 597-2500
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(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
December 9, 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 l3G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (g), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule l3d-7(b) 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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CUSIP NO. 124661109
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1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only):
Atlantic Investment Management, Inc.
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) (b)
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3) SEC Use Only
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4) Source of Funds (See Instructions):AF, OO
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
Not Applicable
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6) Citizenship or Place of Organization: Delaware
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Number of 7) Sole Voting Power: 609,200*
Shares Beneficially -----------------------------------------------
Owned by 8) Shared Voting Power: 0
Each Reporting -----------------------------------------------
Person With: 9) Sole Dispositive Power: 609,200*
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10) Shared Dispositive Power: 0
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11) Aggregate Amount Beneficially Owned by Each Reporting Person:
609,200*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
Not Applicable
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13) Percent of Class Represented by Amount in Row (11):
4.89%*
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14) Type of Reporting Person (See Instructions): IA
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* Includes: (i) 122,535 shares (.98%) of the Issuer's common stock, par value
$.01 per share ("Shares"), beneficially owned AJR International (BVI), Inc., a
British Virgin Islands company; (ii)27,592 Shares (.22%) beneficially owned by
Quest Capital Partners, L.P., a Delaware limited partnership; (iii) 348,048
Shares (2.79%) beneficially owned by Cambrian Fund (BVI), Ltd., a British Virgin
Islands company; (iv) 76,652 Shares (.61%) beneficially owned by Cambrian
Partners, L.P., a Delaware limited partnership; and (v) 33,873 Shares (.27%)
held in a managed account ("Managed Account"). In addition, the sole shareholder
of the Reporting Person beneficially owns 500 Shares (.004%). The Reporting
Person, serving as the investment advisor of the foregoing parties and the
Managed Account, has sole voting and dispositive power over all Shares
beneficially owned by such parties or held in the Managed Account. See Items 2
and 5 for additional details.
<PAGE>
Item 1. Security and Issuer
Atlantic Investment Management, Inc., a Delaware corporation (the
"Reporting Person"), hereby amends its statement on Schedule 13D filed with the
Securities and Exchange Commission on June 4, 1998 with respect to the common
stock, par value $.01 per share (the "Shares"), of C&D Technologies, Inc. (the
"Issuer"). The Issuer has principal executive offices located at 1400 Union
Meeting Road, Blue Bell, Pennsylvania 19422.
Item 2. Identity and Background
(a) This statement is filed by the Reporting Person, with respect to
609,200 Shares over which the Reporting Person has sole dispositive and voting
power by reason of serving as the investment advisor to (i) AJR International
(BVI) Inc., a British Virgin Islands company ("AJR"), (ii) Quest Capital
Partners, L.P., a Delaware limited partnership ("Quest"), (iii) Cambrian Fund
(BVI), Ltd., a British Virgin Islands company ("Cambrian Fund"), (iv) Cambrian
Partners, L.P., a Delaware limited partnership ("Cambrian Partners"), (v) the
Managed Account and (vi) Alexander J. Roepers, the president and sole
shareholder of the Reporting Person. Mr. Roepers also serves as the general
partner of Quest and Cambrian Partners.
(b) The business address of both the Reporting Person and Mr. Roepers
is 750 Lexington Avenue, 16th Floor, New York, New York 10022.
(c) The principal business of the Reporting Person is that of an
investment advisor engaging in the purchase and sale of securities for
investment with the objective of capital appreciation on behalf of AJR, Quest,
Cambrian Fund, Cambrian Partners, the Managed Account and Mr. Roepers. The
principal occupation of Mr. Roepers is serving as the president and managing
officer of the Reporting Person.
(d) Neither the Reporting Person nor Mr. Roepers has, during the past
five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Neither the Reporting Person nor Mr. Roepers has, during the past
five years, been a party to any civil proceeding of a judicial or administrative
<PAGE>
body of competent jurisdiction and as a result of such proceeding was or is now
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. Roepers is a citizen of The Netherlands.
Item 3. Source and Amount of Funds or Other Consideration
The Shares purchased by the Reporting Person on behalf of AJR, Quest,
Cambrian Fund, Cambrian Partners and the Managed Account were purchased with the
investment capital of such entities. The Shares purchased individually by Mr.
Roepers were purchased with the personal funds of Mr. Roepers.
Item 4. Purpose of Transaction
The Reporting Person acquired, on behalf of AJR, Quest, Cambrian Fund,
Cambrian Partners, the Managed Account and Mr. Roepers, and continues to hold
the Shares reported herein for investment purposes. The Reporting Person intends
to evaluate the performance of the Shares as an investment in the ordinary
course of business. The Reporting Person pursues an investment objective that
seeks capital appreciation. In pursuing this investment objective, the Reporting
Person analyzes the operations, capital structure and markets of companies in
which the Reporting Person's clients invest, including the Issuer, on a
continuous basis through analysis of documentation and discussions with
knowledgeable industry and market observers and with representatives of such
companies.
The Reporting Person will continuously assess the Issuer's business,
financial condition, results of operations and prospects, general economic
conditions, the securities markets in general and those for the Shares in
particular, other developments and other investment opportunities. Depending on
such assessments, the Reporting Person may acquire additional Shares or may
determine to sell or otherwise dispose of all or some of the Shares presently
held by AJR, Quest, Cambrian Fund, Cambrian Partners, the Managed Account and
Mr. Roepers in the open market or in private transactions. Such actions will
depend upon a variety of factors, including, without
<PAGE>
limitation, current and anticipated future trading prices for the Shares, the
financial condition, results of operations and prospects of the Issuer,
alternative investment opportunities, general economic, financial market and
industry conditions and other factors that the Reporting Person may deem
material to its investment decision.
The Reporting Person has no present plans or proposals which relate to
or would result in any of the transactions required to be described in Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) Based upon the information contained in the Issuer's Quarterly
Report on Form 10Q filed with the Securities and Exchange Commission on December
11, 1998, there were issued and outstanding 12,452,299 Shares as of December 7,
1998. As of December 9, 1998, the Reporting Person ceased to be the beneficial
owner of more than 5% of the Shares.
(b) The Reporting Person does not directly own any Shares. The
Reporting Person has entered into an investment advisory agreement with each of
AJR, Quest, Cambrian Fund, Cambrian Partners and the Managed Account, pursuant
to which the Reporting Person has investment authority with respect to the
securities held by such entity or in such account. Such power includes the power
to dispose of and the power to vote the Shares. By reason of the provisions of
Rule 13d-3 of the Securities Exchange Act of 1934, as amended, the Reporting
Person is deemed to be the beneficial owner of the Shares held by such entities.
In addition, the Reporting Person has sole dispositive and voting power over the
500 Shares beneficially owned by Mr. Roepers. Accordingly, the Reporting Person
is deemed the beneficial owner of 609,200 Shares or 4.89% of the outstanding
Shares.
(c) The following table details the transactions by the Reporting
Person, on behalf of AJR, Quest, Cambrian Fund and Cambrian Partners and the
Managed Account, as well as transactions by Mr. Roepers, in the Shares in the
past sixty (60) days:
Date Quantity Price Type of Transaction
12/9/98 20,900 $31.60 Open Market Sale
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11/30/98 2,000 29.00 Open Market Purchase
11/25/98 2,000 29.25 Open Market Purchase
11/24/98 1,000 28.88 Open Market Purchase
11/19/98 2,000 28.75 Open Market Sale
11/18/98 20,000 28.00 Open Market Sale
11/5/98 5,000 24.84 Open Market Purchase
11/4/98 8,000 26.31 Open Market Sale
10/30/98 3,000 24.35 Open Market Purchase
10/29/98 2,000 24.00 Open Market Purchase
Except for the transactions listed above, neither the Reporting Person,
any entity for which the Reporting Person serves as investment advisor, any
person or entity controlled by the Reporting Person, nor Mr.
Roepers has traded Shares in the past sixty (60) days.
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
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SIGNATURE
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned hereby certify that the information set
forth in this statement is true, complete and correct.
December 15, 1998
ATLANTIC INVESTMENT MANAGEMENT, INC.
By: /s/ Alexander J. Roepers
Alexander J. Roepers, President
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
