SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
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, Esq.
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)
August 2, 1999
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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: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. 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).
<PAGE>
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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: 625,470*
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Shares Beneficially 8) Shared Voting Power: 0
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Owned by
Each Reporting 9) Sole Dispositive Power: 625,470*
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Person With: 10) Shared Dispositive Power: 0
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11) Aggregate Amount Beneficially Owned by Each Reporting Person:
625,470*
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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):
4.9%*
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14) Type of Reporting Person (See Instructions): IA
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* Includes: (i) 101,755 shares (.8%) of the Issuer's common stock, par value
$.01 per share ("Shares"), beneficially owned AJR International (BVI), Inc., a
British Virgin Islands company; (ii) 22,872 Shares (.2%) beneficially owned by
Quest Capital Partners, L.P., a Delaware limited partnership; (iii) 341,211
Shares (2.7%) beneficially owned by Cambrian Fund (BVI), Ltd., a British Virgin
Islands company; (iv) 56,089 Shares (.4%) beneficially owned by Cambrian
Partners, L.P., a Delaware limited partnership; and (v) 103,273 Shares (.8%)
held in two managed accounts ("Managed Accounts"). In addition, the sole
shareholder of the Reporting Person beneficially owns 270 Shares (.002%). The
Reporting Person, serving as the investment advisor of the foregoing parties and
the Managed Accounts, has sole voting and dispositive power over all Shares
beneficially owned by such parties or held in the Managed Accounts. 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
SEC on March 17, 1999 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
625,470 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 Accounts 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 Accounts 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
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.
<PAGE>
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 Accounts 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. The aggregate
amount of funds used in making the two purchases reported on this Amendment No.
2 to Schedule 13D was $120,312.
Item 4. Purpose of Transaction
The Reporting Person acquired, on behalf of AJR, Quest, Cambrian Fund,
Cambrian Partners, the Managed Accounts 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 Accounts and
Mr. Roepers in the open market or in private transactions. Such actions will
depend upon a variety of factors, including, without 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 will continue its active discussions with the
Issuer's management with respect to actions which might be taken by the
management of the Issuer to maximize shareholder value of the Issuer. There can
be no assurance that the Reporting Person will take any of the actions described
in the previous sentence.
Except as set forth above, 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.
<PAGE>
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 SEC on June 14, 1999, there were issued and
outstanding 12,758,327 Shares as of June 4, 1999. As of August 2, 1999, 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 Accounts, 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
270 Shares beneficially owned by Mr. Roepers. Accordingly, the Reporting Person
is deemed the beneficial owner of 625,470 Shares or 4.9% 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 Accounts, as well as transactions by Mr. Roepers, in the Shares in the
past sixty days:
Date Quantity Price Type of Transaction
June 30, 1999 2,000 $30.31 Open Market Purchase
July 6, 1999 12,100 $30.89 Open Market Sale
July 30, 1999 40,000 $30.84 Open Market Sale
July 30, 1999 2,000 $29.84 Open Market Purchase
August 2, 1999 40,000 $31.00 Open Market Sale
August 3, 1999 23,500 $30.57 Open Market Sale
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 last sixty 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 certifies that the information set forth in
this statement is true, complete and correct.
August 5, 1999
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).
