SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2 (Final)
To
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Acme-Cleveland Corporation
--------------------------
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
004626107
--------------
(CUSIP Number)
David P. Levin, Esq.
Kramer, Levin, Naftalis, Nessen, Kamin & Frankel
919 Third Avenue
New York, New York 10022
(212) 715-9100
--------------------------------------
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
June 7, 1996
------------------
(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: |_|
Check the following box if a fee is being paid with this statement: |_|
Page 1 of 11 pages
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SCHEDULE 13D
CUSIP No. 004626107 Page 2 of 11 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN & CO., L.P. 13-3321472
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 200,000 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 200,000 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 200,000 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
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<PAGE>
SCHEDULE 13D
CUSIP No. 004626107 Page 3 of 11 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN FOCUS FUND L.P. 13-3746015
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 40,000 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 40,000 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 40,000 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.6% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
- 3 -
<PAGE>
SCHEDULE 13D
CUSIP No. 004626107 Page 4 of 11 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN INTERNATIONAL LIMITED
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
6) CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH VIRGIN ISLANDS
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 30,000 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 30,000 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 30,000 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.5% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
- 4 -
<PAGE>
SCHEDULE 13D
CUSIP No. 004626107 Page 5 of 11 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN PARTNERS, L.P. 13-3544838
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
AF
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 240,000 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 240,000 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 240,000 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
- 5 -
<PAGE>
SCHEDULE 13D
CUSIP No. 004626107 Page 6 of 11 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN PARTNERS INC. 13-3537972
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
AF
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 270,000 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 270,000 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 270,000 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
- 6 -
<PAGE>
SCHEDULE 13D
CUSIP No. 004626107 Page 7 of 11 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MARK DICKSTEIN
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
AF
5) CHECK BOX 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
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 270,000 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 270,000 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 270,000 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2% (See Item 5)
14) TYPE OF REPORTING PERSON
IN
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<PAGE>
Amendment No. 2 (Final) to Schedule 13D
This statement amends the Schedule 13D, dated March 22, 1996, as amended by
Amendment No. 1 dated June 5, 1996, (the "Schedule 13D"), filed by Dickstein &
Co., L.P. ("Dickstein & Co."), Dickstein Focus Fund L.P. ("Dickstein Focus"),
Dickstein International Limited ("Dickstein International"), Dickstein Partners,
L.P. ("Dickstein Partners"), Dickstein Partners Inc. ("Dickstein Inc.") and Mark
Dickstein with respect to the Common Stock, $1.00 par value (the "Common
Stock"), of Acme-Cleveland Corporation, an Ohio corporation (the "Company").
Notwithstanding this Amendment No. 2, the Schedule 13D speaks as of its date.
Capitalized terms used without definition have the meanings ascribed to them in
the Schedule 13D.
I. Items 5(a), 5(c) and 5(e) of the Schedule 13D, "Interest in Securities
of the Issuer", are amended and restated as follows:
"(a) The Reporting Persons beneficially own an aggregate of 270,000 shares
of Common Stock, representing approximately 4.2% of the Common Stock
outstanding. Dickstein & Co. owns 200,000 of such shares, representing
approximately 3.1% of the Common Stock outstanding, Dickstein Focus owns 40,000
of such shares, representing approximately .6% of the Common Stock outstanding
and Dickstein International beneficially owns 30,000 of such shares,
representing approximately .5% of the Common Stock outstanding.(1)
(c) Except for the transactions set forth on Schedule II annexed hereto and
to the Amendment No. 1 to the Schedule 13D, none of the persons identified in
Item 2 has effected any transactions in the Common Stock during the past 60
days. All such transactions were effected in the open market.
(e) The Reporting Persons ceased to the owner of more than 5% of the Common
Stock on June 7, 1996. Accordingly, the Reporting Persons no longer have a
reporting obligation under Section 13(d) of the Securities Exchange Act with
respect to the Common Stock and the Reporting Persons intend not to further
amend their report on Schedule 13D to reflect changes in the facts set forth
herein which may occur after the date hereof."
(1) Percentages are based upon 6,424,578 shares of Common Stock reported
outstanding as of April 17, 1996 in the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1996.
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SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Date: June 10, 1996
DICKSTEIN & CO., L.P.
By: Alan Cooper, as Vice President
of Dickstein Partners Inc.,
the general partner of
Dickstein Partners, L.P., the
general partner of Dickstein &
Co., L.P.
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN FOCUS FUND L.P.
By: Alan Cooper, as Vice President
of Dickstein Partners Inc.,
the general partner of
Partners, L.P., the general
partner of Dickstein Focus
Fund L.P.
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN INTERNATIONAL LIMITED
By: Alan Cooper, as Vice President
of Dickstein Partners Inc.,
the agent of Dickstein
International Limited
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN PARTNERS, L.P.
By: Alan Cooper, as Vice President
of Dickstein Partners Inc.,
the general partner of
Dickstein Partners, L.P.
/s/ Alan Cooper
Name: Alan Cooper
- 9 -
<PAGE>
DICKSTEIN PARTNERS INC.
By: Alan Cooper, as Vice President
/s/ Alan Cooper
Name: Alan Cooper
/s/ Mark Dickstein
Mark Dickstein
- 10 -
<PAGE>
SCHEDULE II
TRANSACTIONS IN COMMON
STOCK OF ACME-CLEVELAND CORPORATION
DURING THE PRECEDING 60 DAYS
Shares Sold by Dickstein & Co., L.P.
- ------------------------------------
Number of
Shares Price per Total
Date Sold share Commission Proceeds
6/7/96 100,000 $29.75 $ 6,114.17 $2,968,885.83
Shares Sold by Dickstein International Limited
- ----------------------------------------------
Number of
Shares Price per Total
Date Sold share Commission Proceeds
6/7/96 15,000 $29.75 $ 929.88 $445,320.12
Shares Sold by Dickstein Focus Fund L.P.
- ----------------------------------------
Number of
Shares Price per Total
Date Sold share Commission Proceeds
6/7/96 20,000 $29.75 $ 1,234.84 $593,765.16
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