UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Oneida Ltd.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
682505102
(CUSIP Number)
Ben Taksel
Xerion Capital Partners LLC, 450 Park Avenue, 27th Floor
New York, New York 10022
(212) 940-9843
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 3, 2006
(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 that 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 ss.240.13d-7 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, as amended (the "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).
1. Name of Reporting Person.
Xerion Partners II Master Fund Limited
2. Check the Appropriate Box if a Member of a Group (See
Instructions) (a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions)
WC
5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) |_|
6. Citizenship or Place of Organization
Bermuda
Number of
Shares 7. Sole Voting Power
Beneficially 0
Owned by
Each
Reporting 8. Shared Voting Power
Person With 1,250,000
9. Sole Dispositive Power
0
10. Shared Dispositive Power
1,250,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,250,000
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[ ]
13. Percent of Class Represented by Amount in Row (11)
2.7%
14. Type of Reporting Person (See Instructions)
CO
1. Name of Reporting Person.
Xerion Capital Partners LLC
2. Check the Appropriate Box if a Member of a Group (See
Instructions) (a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions)
OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) |_|
6. Citizenship or Place of Organization
Delaware
Number of
Shares 7. Sole Voting Power
Beneficially 0
Owned by
Each
Reporting 8. Shared Voting Power
Person With 1,250,000
9. Sole Dispositive Power
0
10. Shared Dispositive Power
1,250,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,250,000
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[ ]
13. Percent of Class Represented by Amount in Row (11)
2.7%
14. Type of Reporting Person (See Instructions)
OO
1. Name of Reporting Person.
Daniel J. Arbess
2. Check the Appropriate Box if a Member of a Group (See
Instructions) (a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions)
OO
5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) |_|
6. Citizenship or Place of Organization
Canada
Number of
Shares 7. Sole Voting Power
Beneficially 0
Owned by -
Each
Reporting 8. Shared Voting Power
Person With 2,500,000
9. Sole Dispositive Power
0
10. Shared Dispositive Power
2,500,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,500,000
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[ ]
13. Percent of Class Represented by Amount in Row (11)
5.4%
14. Type of Reporting Person (See Instructions)
IN
1. Name of Reporting Person.
Xerion Partners I LLC
2. Check the Appropriate Box if a Member of a Group (See
Instructions) (a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions)
WC
5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) |_|
6. Citizenship or Place of Organization
Delaware
Number of
Shares 7. Sole Voting Power
Beneficially 0
Owned by
Each
Reporting 8. Shared Voting Power
Person With 1,250,000
9. Sole Dispositive Power
0
10. Shared Dispositive Power
1,250,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,250,000
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[ ]
13. Percent of Class Represented by Amount in Row (11)
2.7%
14. Type of Reporting Person (See Instructions)
OO
1. Name of Reporting Person.
Sunrise Partners Limited Partnership
2. Check the Appropriate Box if a Member of a Group (See
Instructions) (a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions)
OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) |_|
6. Citizenship or Place of Organization
Delaware
Number of
Shares 7. Sole Voting Power
Beneficially 0
Owned by
Each
Reporting 8. Shared Voting Power
Person With 1,250,000
9. Sole Dispositive Power
0
10. Shared Dispositive Power
1,250,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,250,000
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[ ]
13. Percent of Class Represented by Amount in Row (11)
2.7%
14. Type of Reporting Person (See Instructions)
PN
1. Name of Reporting Person.
S. Donald Sussman
2. Check the Appropriate Box if a Member of a Group (See
Instructions) (a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions)
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 of America
Number of
Shares 7. Sole Voting Power
Beneficially 0
Owned by
Each
Reporting 8. Shared Voting Power
Person With 1,250,000
9. Sole Dispositive Power
0
10. Shared Dispositive Power
1,250,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,250,000
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[ ]
13. Percent of Class Represented by Amount in Row (11)
2.7%
14. Type of Reporting Person (See Instructions)
IN
Item 1. Security and Issuer
This Schedule 13D relates to shares of common stock, par value $1.00 per
share (the "Common Stock"), of Oneida Ltd., a New York corporation (the
"Issuer"). The address of the principal executive offices of the Issuer is
163-181 Kenwood Avenue, Oneida, New York, 13421-2899.
Item 2. Identity and Background
(a), (b), (c) and (f): This Schedule 13D is being filed on behalf of Xerion
Partners II Master Fund Limited, a Bermuda limited company ("XP-II"); Xerion
Capital Partners LLC, a Delaware limited liability company ("XCP"); Daniel J.
Arbess, a Canadian citizen ("Mr. Arbess"); Xerion Partners I LLC, a Delaware
limited liability company ("XP-I"); Sunrise Partners Limited Partnership, a
Delaware limited partnership ("Sunrise") and S. Donald Sussman, a United States
citizen ("Mr. Sussman", and together with XP-II, XCP, Mr. Arbess, XP-I and
Sunrise, the "Reporting Persons", and each, a "Reporting Person").
XP-II is a limited company incorporated under the Companies Act of 1981 of
Bermuda. XP-II is engaged in making investments in securities and other
investment assets. The address of the principal office of XP-II is c/o BNY
Alternative Investment Services, Ltd., 18 Church Street, Skandia House, Hamilton
HM11, Bermuda. The following are the executive officers and directors of XP-II,
their addresses and their principal occupations:
Name and Position Principal Occupation Principal Business Address
------------------------ ----------------------- -----------------------------
Roderick Forrest Barrister & Attorney Wakefield Quin
President/Director Chancery Hall
52 Reid Street
Hamilton HM 12
Bermuda
------------------------ ----------------------- -----------------------------
Nicholas Hoskins Barrister & Attorney Wakefield Quin
Vice-President/Director Chancery Hall
52 Reid Street
Hamilton HM 12
Bermuda
------------------------ ----------------------- -----------------------------
Each of the above officers and directors of XP-II is a citizen of the
United Kingdom.
XCP is a Delaware limited liability company. The principal business of XCP
is to act as the investment manager for XP-II and its affiliated private
investment funds. The address of the principal office of XCP is 450 Park Avenue,
27th Floor, New York, NY 10022.
Mr. Arbess is a Canadian citizen whose business address is 450 Park Avenue,
27th Floor, New York, NY 10022. Mr. Arbess' principal occupation is to act as
the managing member of XCP and to act, through a wholly-owned entity, as the
investment manager of XP-I.
XP-I is a Delaware limited liability company. XP-I is engaged in making
investments in securities and other investment assets. The address of the
principal office of XP-I is Two American Lane, Greenwich, CT 06836-2571.
Sunrise is a Delaware limited partnership. Sunrise is engaged in trading in
securities and other aspects of the securities business and acts as the managing
member of XP-I. The address of the principal office of Sunrise is Two American
Lane, Greenwich, CT 06836-2571. Trust Asset Management LLP, a U.S. Virgin
Islands limited liability partnership ("TAM"), with its principal office at 6100
Red Hook Quarter, 18B, Suites C1-6, St. Thomas, USVI 00802, is the general
partner of Sunrise with investment authority. The principal business of TAM is
to engage in the investment and investment advisory business.
Mr. Sussman is a United States citizen whose business address is 6100 Red
Hook Quarter, 18B, Suites C1-6, St. Thomas, USVI 00802. Mr. Sussman's principal
occupation is to engage in the investment and investment advisory business. Mr.
Sussman is the indirect controlling person of TAM and, thus, Sunrise and XP-I.
(d) & (e): During the last five years, none of the Reporting Persons nor,
to the knowledge of any Reporting Person, any other persons described above, has
been (i) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or
administrative body resulting in 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. Source and Amount of Funds or Other Consideration
XP-II and XP-I expended approximately $142,571.13 and $126,287.12,
respectively, of their own investment capital to acquire the 1,250,000 and
1,250,000 shares of Common Stock held by them, respectively.
XP-II and XP-I effect purchases of securities primarily through margin
accounts maintained for them with Bear, Stearns Securities Corp., which may
extend margin credit to them 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.
Item 4. Purpose of Transaction
XP-II and XP-I are engaged in the investment business, and the purpose of
the acquisition of the shares of Common Stock by XP-II and XP-I is for
investment. XCP and Mr. Arbess, as the investment managers of XP-II and XP-I,
will analyze the operations, capital structure, financial performance and
markets of companies, including the Issuer, on a continuous basis through
analysis of documentation and discussions with knowledgeable industry and market
participants, observers and analysts and with representatives of such companies
(often at the invitation of management). From time to time, one or more of such
Reporting Persons may hold discussions with third parties or with management of
such companies or participate in committees of stakeholders in such companies in
which the Reporting Persons 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 the value of the investments of their managed
entities. 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,
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.
Without limiting the foregoing, XCP may seek representation on any Official
Committee of Equity Security Holders in the Issuer's Chapter 11 cases (In re
Oneida Ltd, et al., Ch. 11 Case No. 06-10489-alg (Bankr. S.D.N.Y.)) pursuant to
Bankruptcy Code Section 1102(a)(1). XCP intends to seek to ensure fair treatment
of the Issuer's minority shareholders and that the Issuer's estate value is
maximized for the benefit of all stakeholders, not just existing creditors and
the majority shareholders. XCP intends to continue to advocate for a fair
opportunity to investigate whether the Issuer's pre-negotiated plan of
reorganization with certain of its creditors reflects fair valuation and
treatment of minority shareholders, and if not may present an alternative
valuation case.
Except as set forth herein, the Reporting Persons do not have any present
plans or proposals that relate to or would result in any of the actions
specified in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting
Persons reserve the right to formulate plans or make proposals, and take such
actions with respect to their investments in the Issuer, including any or all of
the actions specified in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) and (b):
As of the date hereof, XP-II is the direct beneficial owner of 1,250,000
shares of Common Stock, representing approximately 2.7% of the outstanding
shares of Common Stock (based on 46,631,924 shares of Common Stock outstanding
as of December 7, 2005, as reported on the Issuer's Quarterly Report on Form
10-Q for the quarterly period ended October 29, 2005). XP-II has shared voting
and disposition power over the shares of Common Stock beneficially owned by it.
By virtue of the relationships described under Item 2 of this Schedule 13D,
as of the date hereof, XCP may be deemed to have indirect beneficial ownership
of the 1,250,000 shares of Common Stock directly held by XP-II, representing
approximately 2.7% of the outstanding shares of Common Stock. XCP has shared
voting and disposition power over the shares of Common Stock indirectly
beneficially owned by it.
As of the date hereof, XP-I is the direct beneficial owner of 1,250,000
shares of Common Stock, representing approximately 2.7% of the outstanding
shares of Common Stock. XP-I has shared voting and disposition power over the
shares of Common Stock beneficially owned by it.
By virtue of the relationships described under Item 2 of this Schedule 13D,
as of the date hereof, Sunrise may be deemed to have indirect beneficial
ownership of the 1,250,000 shares of Common Stock directly held by XP-I,
representing approximately 2.7% of the outstanding shares of Common Stock.
Sunrise has shared voting and disposition power over the shares of Common Stock
indirectly beneficially owned by it.
By virtue of the relationships described under Item 2 of this Schedule 13D,
as of the date hereof, Mr. Sussman may be deemed to have indirect beneficial
ownership of the 1,250,000 shares of Common Stock directly held by XP-I,
representing approximately 2.7% of the outstanding shares of Common Stock. Mr.
Sussman has shared voting and disposition power over the shares of Common Stock
indirectly beneficially owned by him.
By virtue of the relationships described under Item 2 of this Schedule 13D,
as of the date hereof, Mr. Arbess may be deemed to have indirect beneficial
ownership of the 2,500,000 shares of Common Stock directly held by XP-II and
XP-I, representing approximately 5.4% of the outstanding shares of Common Stock.
Mr. Arbess has shared voting and disposition power over the shares of Common
Stock indirectly beneficially owned by him.
To the best knowledge of the Reporting Persons, none of the persons or
entities listed in Item 2 beneficially owns any other shares of the Issuer. Each
of XP-II and XCP disclaims beneficial ownership, solely as a result of Rule
13d-5(b)(1) under the Act, of shares of Common Stock beneficially owned by XP-I,
Sunrise and Mr. Sussman. Each of XP-I, Sunrise and Mr. Sussman disclaims
beneficial ownership, solely as a result of Rule 13d-5(b)(1) under the Act, of
shares of Common Stock beneficially owned by XP-II and XCP.
(c): All of the shares of Common Stock were acquired by XP-II and XP-I in
the open market. The identity of the person which effected the transaction, the
trading dates, number of shares of Common Stock purchased or sold and the price
per share for all transactions by XP-II and XP-I in the Common Stock within the
last sixty days are set forth on Schedule I hereto.
(d): Not applicable.
(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 Act, the Reporting Persons
have entered into an agreement with respect to the joint filing of this Schedule
13D, and any amendment or amendments hereto (the "Joint Filing Agreement"). A
copy of the Joint Filing Agreement is attached as Exhibit A to this Schedule
13D.
Except as otherwise set forth in this Schedule 13D, none of the Reporting
Persons or any general partners, managing members, directors or executive
officers of the Reporting Persons has any contracts, arrangements,
understandings, or relationships (legal or otherwise) with any person with
respect to any securities of the Issuer, including transfer or voting thereof,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, divisions of profits or loss, or the giving or
withholding of proxies.
Item 7. Material to Be Filed as Exhibits
There is filed herewith as Exhibit A a written agreement relating to the
joint filing of this Schedule 13D and any amendment or amendments hereto, as
required by Rule 13d-1(k)(1) under the Act.
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.
Date: April 13, 2006
XERION PARTNERS II MASTER FUND LIMITED
By: /s/ Roderick Forrest
---------------------------------
Roderick Forrest
President
XERION CAPITAL PARTNERS LLC
By: /s/ Daniel J. Arbess
--------------------------------
Daniel J. Arbess
Managing Member
/s/ Daniel J. Arbess
--------------------------------
DANIEL J. ARBESS
XERION PARTNERS I LLC
By: Sunrise Partners Limited Partnership, its Managing Member
By: Trust Asset Management, LLP, its General Partner
By: Capital Asset Management, Inc., its Managing Partner
By: /s/ S. Donald Sussman
---------------------------------
S. Donald Sussman
President
SUNRISE PARTNERS LIMITED PARTNERSHIP
By: Trust Asset Management, LLP, its General Partner
By: Capital Asset Management, Inc., its Managing Partner
By: /s/ S. Donald Sussman
---------------------------------
S. Donald Sussman
President
/s/ S. Donald Sussman
-------------------------------------
S. DONALD SUSSMAN
SCHEDULE I
XERION PARTNERS II MASTER FUND LIMITED
Date of Transactions Number of Shares Price Per Share (including
Purchased/(Sold) commissions, if any)
03/14/06 400,000 $0.1291
03/14/06 100,000 $0.1400
03/15/06 50,000 $0.0950
03/15/06 100,000 $0.0950
03/15/06 100,000 $0.1000
03/20/06 30,000 $0.0850
03/21/06 20,000 $0.0820
03/21/06 100,000 $0.0900
03/22/06 100,000 $0.1100
03/23/06 100,000 $0.1275
03/23/06 50,000 $0.1240
04/03/06 50,000 $0.1150
04/03/06 50,000 $0.1250
04/05/06 (63,750) $0.2139
04/05/06 50,000 $0.1972
04/06/06 13,750 $0.2346
04/11/06 (2,500) $0.1950
04/11/06 (150,000) $0.1845
04/11/06 127,500 $0.1716
04/11/06 25,000 $0.1750
XERION PARTNERS I LLC
Date of Transactions Number of Shares Price Per Share (including
Purchased/(Sold) commissions, if any)
03/16/06 150,000 $0.1010
03/16/06 25,000 $0.1030
03/16/06 5,000 $0.0950
03/17/06 10,000 $0.1050
03/17/06 70,000 $0.1133
03/17/06 50,000 $0.1133
03/17/06 100,000 $0.1200
03/20/06 170,000 $0.0850
03/20/06 200,000 $0.0843
03/21/06 20,000 $0.0820
03/21/06 100,000 $0.0900
03/22/06 100,000 $0.1100
03/23/06 100,000 $0.1275
03/23/06 50,000 $0.1240
04/03/06 50,000 $0.1250
04/03/06 50,000 $0.1150
04/05/06 (63,750) $0.2139
04/05/06 50,000 $0.1972
04/06/06 13,750 $0.2346
04/11/06 (2,500) $0.1950
04/11/06 (150,000) $0.1845
04/11/06 127,500 $0.1716
04/11/06 25,000 $0.1750
EXHIBIT A
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule
13D is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13D, shall be filed on behalf of each
of the undersigned without the necessity of filing additional joint filing
agreements. Each of the undersigned acknowledge that he or it shall be
responsible for the timely filing of this statement and any such amendments, and
for the completeness and accuracy of the information concerning him or it
contained herein or therein, but shall not be responsible for the completeness
and accuracy of the information concerning the other persons making such
filings, except to the extent that he or it knows or has reason to believe that
such information is inaccurate.
DATED: April 13, 2006
XERION PARTNERS II MASTER FUND LIMITED
By: /s/ Roderick Forrest
-----------------------------------
Roderick Forrest
President
XERION CAPITAL PARTNERS LLC
By: /s/ Daniel J. Arbess
----------------------------------
Daniel J. Arbess
Managing Member
/s/ Daniel J. Arbess
---------------------------------------
DANIEL J. ARBESS
XERION PARTNERS I LLC
By: Sunrise Partners Limited Partnership, its Managing Member
By: Trust Asset Management, LLP, its General Partner
By: Capital Asset Management, Inc., its Managing Partner
By: /s/ S. Donald Sussman
----------------------------------
S. Donald Sussman
President
SUNRISE PARTNERS LIMITED PARTNERSHIP
By: Trust Asset Management, LLP, its General Partner
By: Capital Asset Management, Inc., its Managing Partner
By: /s/ S. Donald Sussman
----------------------------------
S. Donald Sussman
President
/s/ S. Donald Sussman
------------------------------------
S. DONALD SUSSMAN