UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 2)
Altra Holdings, Inc.
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(Name of Issuer)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
02208R106
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(CUSIP Number)
February 15, 2008
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
CUSIP No. 02208R106
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Newland Capital Management, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
2,115,467
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
2,115,467
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,115,467
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.1%
12. TYPE OF REPORTING PERSON
OO
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CUSIP No. 02208R106
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Newland Master Fund, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
2,115,467
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
2,115,467
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,115,467
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.1%
12. TYPE OF REPORTING PERSON
CO
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CUSIP No. 02208R106
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Newland Offshore Fund, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
1,519,117
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1, 519,117
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1, 519,117
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.8%
12. TYPE OF REPORTING PERSON
CO
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CUSIP No. 02208R106
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Ken Brodkowitz
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
2,115,467
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
2,115,467
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,115,467
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.1%
12. TYPE OF REPORTING PERSON
IN
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CUSIP No. 02208R106
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Michael Vermut
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
2,115,467
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
2,115,467
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,115,467
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.1%
12. TYPE OF REPORTING PERSON
IN
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CUSIP No. 02208R106
---------------------
Item 1(a). Name of Issuer:
Altra Holdings, Inc.
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Item 1(b). Address of Issuer's Principal Executive Offices:
14 Hayward Street
Quincy, Massachusetts 02171
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Item 2(a). Name of Person Filing:
Newland Capital Management, LLC
Newland Master Fund, Ltd.
Newland Offshore Fund, Ltd.
Ken Brodkowitz
Michael Vermut
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Item 2(b). Address of Principal Business Office, or if None, Residence:
Newland Capital Management, LLC
350 Madison Avenue
11th Floor
New York, New York 10017
United States of America
Newland Master Fund, Ltd.
c/o Goldman Sachs (CAYMAN) Trust, Limited
Harbour Centre, 2nd Floor
North Church Street, P.O. Box 896
George Town, Grand Cayman KY1-1103
Newland Offshore Fund, Ltd.
c/o Goldman Sachs (CAYMAN) Trust, Limited
Harbour Centre, 2nd Floor
North Church Street, P.O. Box 896
George Town, Grand Cayman KY1-1103
Ken Brodkowitz
c/o Newland Capital Management, LLC
350 Madison Avenue
11th Floor
New York, New York 10017
United States of America
Michael Vermut
c/o Newland Capital Management, LLC
350 Madison Avenue
11th Floor
New York, New York 10017
United States of America
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Item 2(c). Citizenship:
Newland Capital Management, LLC - Delaware limited liability company
Newland Master Fund, Ltd. - Cayman Islands exempted company
Newland Offshore Fund, Ltd. - Cayman Islands exempted company
Ken Brodkowitz - United States citizen
Michael Vermut - United States citizen
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Item 2(d). Title of Class of Securities:
Common Stock, par value $0.001 per share
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Item 2(e). CUSIP Number:
02208R106
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Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Exchange
Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [_] Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) [_] Investment company registered under Section 8 of the
Investment Company Act.
(e) [_] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer
identified in Item 1.
(a) Amount beneficially owned:
Newland Capital Management, LLC - 2,115,467
Newland Master Fund, Ltd. - 2,115,467
Newland Offshore Fund, Ltd. - 1,519,117
Ken Brodkowitz - 2,115,467
Michael Vermut - 2,115,467
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(b) Percent of class:
Newland Capital Management, LLC - 8.1%
Newland Master Fund, Ltd. - 8.1%
Newland Offshore Fund, Ltd. - 5.8%
Ken Brodkowitz - 8.1%
Michael Vermut - 8.1%
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(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
Newland Capital Management, LLC - 0
Newland Master Fund, Ltd. - 0
Newland Offshore Fund, Ltd. - 0
Ken Brodkowitz - 0
Michael Vermut - 0
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(ii) Shared power to vote or to direct the vote
Newland Capital Management, LLC - 2,115,467
Newland Master Fund, Ltd. - 2,115,467
Newland Offshore Fund, Ltd. - 1,519,117
Ken Brodkowitz - 2,115,467
Michael Vermut - 2,115,467
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(iii) Sole power to dispose or to direct the disposition of
Newland Capital Management, LLC - 0
Newland Master Fund, Ltd. - 0
Newland Offshore Fund, Ltd. - 0
Ken Brodkowitz - 0
Michael Vermut - 0
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(iv) Shared power to dispose or to direct the disposition of
Newland Capital Management, LLC - 2,115,467
Newland Master Fund, Ltd. - 2,115,467
Newland Offshore Fund, Ltd. - 1,519,117
Ken Brodkowitz - 2,115,467
Michael Vermut - 2,115,467
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Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities check the
following [_]
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Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the proceeds
from the sale of, such securities, a statement to that effect should
be included in response to this item and, if such interest relates
to more than five percent of the class, such person should be
identified. A listing of the shareholders of an investment company
registered under the Investment Company Act of 1940 or the
beneficiaries of employee benefit plan, pension fund or endowment
fund is not required.
N/A
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Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company or
Control Person.
If a parent holding company or Control person has filed this
schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under
Item 3(g) and attach an exhibit stating the identity and the Item 3
classification of the relevant subsidiary. If a parent holding
company or control person has filed this schedule pursuant to Rule
13d-1(c) or Rule 13d-1(d), attach an exhibit stating the
identification of the relevant subsidiary.
N/A
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Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to
ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an
exhibit stating the identity and Item 3 classification of each
member of the group. If a group has filed this schedule pursuant to
ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
N/A
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Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an
exhibit stating the date of the dissolution and that all further
filings with respect to transactions in the security reported on
will be filed, if required, by members of the group, in their
individual capacity. See Item 5.
N/A
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Item 10. Certifications.
By signing below the Reporting Persons certify that, to the best
of their knowledge and belief, the securities referred to above were
not acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with
or as a participant in any transaction having such purpose or
effect.
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.
March 7, 2008
--------------------------------
(Date)
NEWLAND CAPITAL MANAGEMENT, LLC*
By: /s/ Ken Brodkowitz
--------------------------------
Name: Ken Brodkowitz
Title: Managing Member
NEWLAND MASTER FUND, LTD.*
By: /s/ Ken Brodkowitz
--------------------------------
Name: Ken Brodkowitz
Title: Managing Member of its
Investment Manager
NEWLAND OFFSHORE FUND, LTD.*
By: /s/ Ken Brodkowitz
--------------------------------
Name: Ken Brodkowitz
Title: Managing Member of its
Investment Manager
KEN BRODKOWITZ*
/s/ Ken Brodkowitz
--------------------------------
MICHAEL VERMUT*
/s/ Michael Vermut
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* The Reporting Persons disclaim beneficial ownership over the securities
reported herein except to the extent of the reporting persons' pecuniary
interest therein.
EXHIBIT A
AGREEMENT
The undersigned agree that this Schedule 13G dated March 7, 2008 relating
to the Common Stock, par value $0.001 per share, of Altra Holdings, Inc. shall
be filed on behalf of the undersigned.
NEWLAND CAPITAL MANAGEMENT, LLC
By: /s/ Ken Brodkowitz
--------------------------------
Name: Ken Brodkowitz
Title: Managing Member
NEWLAND MASTER FUND, LTD.
By: /s/ Ken Brodkowitz
--------------------------------
Name: Ken Brodkowitz
Title: Managing Member of its
Investment Manager
NEWLAND OFFSHORE FUND, LTD.
By: /s/ Ken Brodkowitz
--------------------------------
Name: Ken Brodkowitz
Title: Managing Member of its
Investment Manager
KEN BRODKOWITZ
/s/ Ken Brodkowitz
--------------------------------
MICHAEL VERMUT
/s/ Michael Vermut
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SK 25958 0002 862173