SECURITIES AND EXCHANGE COMMISSION | |
Washington, D.C. 20549 | |
SCHEDULE 13D/A | |
Under the Securities Exchange Act of 1934 | |
(Amendment No. 1)* | |
Meritor, Inc. | |
(Name of Issuer) | |
Common Stock, $1.00 par value | |
(Title of Class of Securities) | |
59001K100 | |
(CUSIP Number) | |
Marc Weingarten and David Rosewater Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 | |
(Name, Address and Telephone Number of Person | |
Authorized to Receive Notices and Communications) | |
June 24, 2014 | |
(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]
(Page 1 of 22 Pages)
______________________________
* 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).
CUSIP No. 59001K100 | SCHEDULE 13D/A | Page 2 of 22 Pages |
1 |
NAME OF REPORTING PERSONS Castlerigg Master Investments Ltd. | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
3 | SEC USE ONLY | |||
4 |
SOURCE OF FUNDS WC | |||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 | ||
8 |
SHARED VOTING POWER 3,293,687 shares of Common Stock | |||
9 |
SOLE DISPOSITIVE POWER 0 | |||
10 |
SHARED DISPOSITIVE POWER 3,293,687 shares of Common Stock | |||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 3,293,687 shares of Common Stock | |||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 3.4% | |||
14 |
TYPE OF REPORTING PERSON CO | |||
CUSIP No. 59001K100 | SCHEDULE 13D/A | Page 3 of 22 Pages |
1 |
NAME OF REPORTING PERSONS Castlerigg International Limited | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
3 | SEC USE ONLY | |||
4 |
SOURCE OF FUNDS AF | |||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 | ||
8 |
SHARED VOTING POWER 3,293,687 shares of Common Stock | |||
9 |
SOLE DISPOSITIVE POWER 0 | |||
10 |
SHARED DISPOSITIVE POWER 3,293,687 shares of Common Stock | |||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 3,293,687 shares of Common Stock | |||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 3.4% | |||
14 |
TYPE OF REPORTING PERSON CO | |||
CUSIP No. 59001K100 | SCHEDULE 13D/A | Page 4 of 22 Pages |
1 |
NAME OF REPORTING PERSONS Castlerigg International Holdings Limited | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
3 | SEC USE ONLY | |||
4 |
SOURCE OF FUNDS AF | |||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 | ||
8 |
SHARED VOTING POWER 3,293,687 shares of Common Stock | |||
9 |
SOLE DISPOSITIVE POWER 0 | |||
10 |
SHARED DISPOSITIVE POWER 3,293,687 shares of Common Stock | |||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 3,293,687 shares of Common Stock | |||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 3.4% | |||
14 |
TYPE OF REPORTING PERSON CO | |||
CUSIP No. 59001K100 | SCHEDULE 13D/A | Page 5 of 22 Pages |
1 |
NAME OF REPORTING PERSONS Castlerigg Offshore Holdings, Ltd. | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
3 | SEC USE ONLY | |||
4 |
SOURCE OF FUNDS AF | |||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 | ||
8 |
SHARED VOTING POWER 3,293,687 shares of Common Stock | |||
9 |
SOLE DISPOSITIVE POWER 0 | |||
10 |
SHARED DISPOSITIVE POWER 3,293,687 shares of Common Stock | |||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 3,293,687 shares of Common Stock | |||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 3.4% | |||
14 |
TYPE OF REPORTING PERSON CO | |||
CUSIP No. 59001K100 | SCHEDULE 13D/A | Page 6 of 22 Pages |
1 |
NAME OF REPORTING PERSONS Castlerigg Merger Arbitrage and Equity Event Fund, Ltd. | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
3 | SEC USE ONLY | |||
4 |
SOURCE OF FUNDS AF | |||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 | ||
8 |
SHARED VOTING POWER 515,948 shares of Common Stock | |||
9 |
SOLE DISPOSITIVE POWER 0 | |||
10 |
SHARED DISPOSITIVE POWER 515,948 shares of Common Stock | |||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 515,948 shares of Common Stock | |||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 0.5% | |||
14 |
TYPE OF REPORTING PERSON CO | |||
CUSIP No. 59001K100 | SCHEDULE 13D/A | Page 7 of 22 Pages |
1 |
NAME OF REPORTING PERSONS Castlerigg Merger Arbitrage and Equity Event Intermediate Fund, L.P. | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
3 | SEC USE ONLY | |||
4 |
SOURCE OF FUNDS AF | |||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 | ||
8 |
SHARED VOTING POWER 515,948 shares of Common Stock | |||
9 |
SOLE DISPOSITIVE POWER 0 | |||
10 |
SHARED DISPOSITIVE POWER 515,948 shares of Common Stock | |||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 515,948 shares of Common Stock | |||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 0.5% | |||
14 |
TYPE OF REPORTING PERSON PN | |||
CUSIP No. 59001K100 | SCHEDULE 13D/A | Page 8 of 22 Pages |
1 |
NAME OF REPORTING PERSONS Castlerigg Merger Arbitrage and Equity Event Master Fund, Ltd. | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
3 | SEC USE ONLY | |||
4 |
SOURCE OF FUNDS WC | |||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 | ||
8 |
SHARED VOTING POWER 515,948 shares of Common Stock | |||
9 |
SOLE DISPOSITIVE POWER 0 | |||
10 |
SHARED DISPOSITIVE POWER 515,948 shares of Common Stock | |||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 515,948 shares of Common Stock | |||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 0.5% | |||
14 |
TYPE OF REPORTING PERSON CO | |||
CUSIP No. 59001K100 | SCHEDULE 13D/A | Page 9 of 22 Pages |
1 |
NAME OF REPORTING PERSONS Castlerigg Global Equity Special Event Fund, Ltd. | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
3 | SEC USE ONLY | |||
4 |
SOURCE OF FUNDS AF | |||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 | ||
8 |
SHARED VOTING POWER 170,483 shares of Common Stock | |||
9 |
SOLE DISPOSITIVE POWER 0 | |||
10 |
SHARED DISPOSITIVE POWER 170,483 shares of Common Stock | |||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 170,483 shares of Common Stock | |||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 0.2% | |||
14 |
TYPE OF REPORTING PERSON CO | |||
CUSIP No. 59001K100 | SCHEDULE 13D/A | Page 10 of 22 Pages |
1 |
NAME OF REPORTING PERSONS Castlerigg Global Equity Special Event Intermediate Fund, L.P. | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
3 | SEC USE ONLY | |||
4 |
SOURCE OF FUNDS AF | |||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 | ||
8 |
SHARED VOTING POWER 170,483 shares of Common Stock | |||
9 |
SOLE DISPOSITIVE POWER 0 | |||
10 |
SHARED DISPOSITIVE POWER 170,483 shares of Common Stock | |||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 170,483 shares of Common Stock | |||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 0.2% | |||
14 |
TYPE OF REPORTING PERSON PN | |||
CUSIP No. 59001K100 | SCHEDULE 13D/A | Page 11 of 22 Pages |
1 |
NAME OF REPORTING PERSONS Castlerigg Global Equity Special Event Master Fund Ltd. | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
3 | SEC USE ONLY | |||
4 |
SOURCE OF FUNDS WC | |||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 | ||
8 |
SHARED VOTING POWER 170,483 shares of Common Stock | |||
9 |
SOLE DISPOSITIVE POWER 0 | |||
10 |
SHARED DISPOSITIVE POWER 170,483 shares of Common Stock | |||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 170,483 shares of Common Stock | |||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 0.2% | |||
14 |
TYPE OF REPORTING PERSON CO | |||
CUSIP No. 59001K100 | SCHEDULE 13D/A | Page 12 of 22 Pages |
1 |
NAME OF REPORTING PERSONS Merrill Lynch Investment Solutions SICAV (on behalf of Merrill Lynch Investment Solutions – Castlerigg Equity Event and Arbitrage UCITS Fund) | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
3 | SEC USE ONLY | |||
4 |
SOURCE OF FUNDS WC | |||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 | ||
8 |
SHARED VOTING POWER 1,023,082 shares of Common Stock | |||
9 |
SOLE DISPOSITIVE POWER 0 | |||
10 |
SHARED DISPOSITIVE POWER 1,023,082 shares of Common Stock | |||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,023,082 shares of Common Stock | |||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 1.0% | |||
14 |
TYPE OF REPORTING PERSON CO | |||
CUSIP No. 59001K100 | SCHEDULE 13D/A | Page 13 of 22 Pages |
1 |
NAME OF REPORTING PERSONS Sandell Investment Services, L.L.C. | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
3 | SEC USE ONLY | |||
4 |
SOURCE OF FUNDS AF | |||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 | ||
8 |
SHARED VOTING POWER 1,023,082 shares of Common Stock | |||
9 |
SOLE DISPOSITIVE POWER 0 | |||
10 |
SHARED DISPOSITIVE POWER 1,023,082 shares of Common Stock | |||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,023,082 shares of Common Stock | |||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 1.0% | |||
14 |
TYPE OF REPORTING PERSON CO; IA | |||
CUSIP No. 59001K100 | SCHEDULE 13D/A | Page 14 of 22 Pages |
1 |
NAME OF REPORTING PERSONS Pulteney Street Partners, L.P. | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
3 | SEC USE ONLY | |||
4 |
SOURCE OF FUNDS WC | |||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 | ||
8 |
SHARED VOTING POWER 30,552 shares of Common Stock | |||
9 |
SOLE DISPOSITIVE POWER 0 | |||
10 |
SHARED DISPOSITIVE POWER 30,552 shares of Common Stock | |||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 30,552 shares of Common Stock | |||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 0.0% | |||
14 |
TYPE OF REPORTING PERSON PN | |||
CUSIP No. 59001K100 | SCHEDULE 13D/A | Page 15 of 22 Pages |
1 |
NAME OF REPORTING PERSONS Sandell Asset Management Corp. | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
3 | SEC USE ONLY | |||
4 |
SOURCE OF FUNDS AF | |||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 | ||
8 |
SHARED VOTING POWER 4,010,670 shares of Common Stock | |||
9 |
SOLE DISPOSITIVE POWER 0 | |||
10 |
SHARED DISPOSITIVE POWER 4,010,670 shares of Common Stock | |||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 4,010,670 shares of Common Stock | |||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 4.1% | |||
14 |
TYPE OF REPORTING PERSON CO; IA | |||
CUSIP No. 59001K100 | SCHEDULE 13D/A | Page 16 of 22 Pages |
1 |
NAME OF REPORTING PERSONS Thomas E. Sandell | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
3 | SEC USE ONLY | |||
4 |
SOURCE OF FUNDS AF | |||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Sweden | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 | ||
8 |
SHARED VOTING POWER 5,033,752 shares of Common Stock | |||
9 |
SOLE DISPOSITIVE POWER 0 | |||
10 |
SHARED DISPOSITIVE POWER 5,033,752 shares of Common Stock | |||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 5,033,752 shares of Common Stock | |||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 5.1% | |||
14 |
TYPE OF REPORTING PERSON IN | |||
CUSIP No. 59001K100 | SCHEDULE 13D/A | Page 17 of 22 Pages |
This Amendment No. 1 (“Amendment No. 1”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on June 9, 2014 (the “Original Schedule 13D” and, together with this Amendment No. 1, the “Schedule 13D”) with respect to the shares of common stock, par value $1.00 per share (the “Common Stock”) of Meritor, Inc., an Indiana corporation (the “Issuer”). Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Schedule 13D. This Amendment No. 1 amends Items 4 and 6 as set forth below.
Item 4. | PURPOSE OF TRANSACTION |
Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following: | |
On June 24, 2014 the Reporting Persons contacted the Issuer’s management to express disappointment in the settlement outcome of the antitrust lawsuit between Eaton and subsidiary of the Issuer, ZF Meritor LLC, and the Issuer’s management’s decision to allocate the proceeds of such settlement to pre-fund future pension obligations. The Reporting Persons expressed their belief that the Issuer could best maximize long-term shareholder value by immediately returning capital in the form of a Dutch auction tender offer at a premium to the current share price. Representatives of the Reporting Persons may continue from time to time to engage in discussions with the Issuer's management and Board other shareholders of the Issuer and other relevant parties relating to the Issuer's business, operations, strategy, governance, board composition, future plans and related matters. Except as set forth herein or such as would occur upon completion of any of the actions discussed herein, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)–(j) of Item 4 of Schedule 13D. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and strategic direction, actions taken by the Board, price levels of the Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional shares of Common Stock and/or other equity, debt, notes, instruments or other securities of the Issuer (collectively, "Securities"), disposing of any or all of their Securities, in the open market or otherwise, at any time and from time to time, and engaging in any hedging or similar transactions with respect to the Securities. The Reporting Persons reserve the right to change their intention with respect to any and all matters referred to in this Item 4 of this Schedule 13D. |
Item 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
Item 6 of the Schedule 13D is hereby amended and restated in its entirety as follows: | |
The Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments thereto (the “Joint Filing Agreement”). A copy of the Joint Filing Agreement is attached as Exhibit 1 to the Original Schedule 13D and is incorporated by reference herein. | |
CUSIP No. 59001K100 | SCHEDULE 13D/A | Page 18 of 22 Pages |
On December 16, 2013, Castlerigg Master Investment sold credit default swaps that reference unsecured bonds of the Issuer (“Credit Default Swaps”) with a notional amount of $5,000,000 to Banc of America Securities LLC. On January 17, 2014, Castlerigg Master Investment sold Credit Default Swaps with a notional amount of $5,000,000 to Citibank, N.A. On January 30, 2014, Castlerigg Master Investment sold Credit Default Swaps with a notional amount of $5,000,000 to Barclays Bank PLC. | |
Other than the Joint Filing Agreement and the Credit Default Swaps described herein, the Reporting Persons have no contracts, arrangements, understandings or relationships with any persons with respect to securities of the Issuer. |
CUSIP No. 59001K100 | SCHEDULE 13D/A | Page 19 of 22 Pages |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
DATED: June 26, 2014
CASTLERIGG MASTER INVESTMENTS LTD. | |||
By: | Sandell Asset Management Corp., as Investment Manager | ||
By: | /s/ Thomas E. Sandell | ||
Name: | Thomas E. Sandell | ||
Title: | Chief Executive Officer | ||
CASTLERIGG INTERNATIONAL LIMITED | |||
By: | Sandell Asset Management Corp., as Investment Manager | ||
By: | /s/ Thomas E. Sandell | ||
Name: | Thomas E. Sandell | ||
Title: | Chief Executive Officer | ||
CASTLERIGG INTERNATIONAL HOLDINGS LIMITED | |||
By: | Sandell Asset Management Corp., as Investment Manager | ||
By: | /s/ Thomas E. Sandell | ||
Name: | Thomas E. Sandell | ||
Title: | Chief Executive Officer | ||
CASTLERIGG OFFSHORE HOLDINGS, LTD. | |||
By: | Sandell Asset Management Corp., as Investment Manager | ||
By: | /s/ Thomas E. Sandell | ||
Name: | Thomas E. Sandell | ||
Title: | Chief Executive Officer | ||
CUSIP No. 59001K100 | SCHEDULE 13D/A | Page 20 of 22 Pages |
CASTLERIGG MERGER ARBITRAGE AND EQUITY EVENT FUND, LTD. | |||
By: | Sandell Asset Management Corp., as Investment Manager | ||
By: | /s/ Thomas E. Sandell | ||
Name: | Thomas E. Sandell | ||
Title: | Chief Executive Officer | ||
CASTLERIGG MERGER ARBITRAGE AND EQUITY EVENT INTERMEDIATE FUND, L.P. | |||
By: | Sandell Asset Management Corp., as Investment Manager | ||
By: | /s/ Thomas E. Sandell | ||
Name: | Thomas E. Sandell | ||
Title: | Chief Executive Officer | ||
CASTLERIGG MERGER ARBITRAGE AND EQUITY EVENT MASTER FUND, LTD. | |||
By: | Sandell Asset Management Corp., as Investment Manager | ||
By: | /s/ Thomas E. Sandell | ||
Name: | Thomas E. Sandell | ||
Title: | Chief Executive Officer | ||
CASTLERIGG GLOBAL EQUITY SPECIAL EVENT FUND, LTD. | |||
By: | Sandell Asset Management Corp., as Investment Manager | ||
By: | /s/ Thomas E. Sandell | ||
Name: | Thomas E. Sandell | ||
Title: | Chief Executive Officer | ||
CUSIP No. 59001K100 | SCHEDULE 13D/A | Page 21 of 22 Pages |
CASTLERIGG GLOBAL EQUITY SPECIAL EVENT INTERMEDIATE FUND, LTD. | |||
By: | Sandell Asset Management Corp., as Investment Manager | ||
By: | /s/ Thomas E. Sandell | ||
Name: | Thomas E. Sandell | ||
Title: | Chief Executive Officer | ||
CASTLERIGG GLOBAL EQUITY SPECIAL EVENT MASTER FUND, LTD. | |||
By: | Sandell Asset Management Corp., as Investment Manager | ||
By: | /s/ Thomas E. Sandell | ||
Name: | Thomas E. Sandell | ||
Title: | Chief Executive Officer | ||
MERRILL LYNCH INVESTMENT SOLUTIONS SICAV, an umbrella fund with segregated liability between sub-funds acting for and on behalf of Merrill Lynch Investment Solutions – Castlerigg Equity Event and Arbitrage UCITS Fund | |||
By: | Sandell Investment Services, L.L.C., as Investment Manager | ||
By: | /s/ Thomas E. Sandell | ||
Name: | Thomas E. Sandell | ||
Title: | Chief Executive Officer | ||
PULTENEY STREET PARTNERS, LP | |||
By: | Sandell Asset Management Corp., as Investment Manager | ||
By: | /s/ Thomas E. Sandell | ||
Name: | Thomas E. Sandell | ||
Title: | Chief Executive Officer | ||
CUSIP No. 59001K100 | SCHEDULE 13D/A | Page 22 of 22 Pages |
SANDELL ASSET MANAGEMENT CORP. | |||
By: | /s/ Thomas E. Sandell | ||
Name: | Thomas E. Sandell | ||
Title: | Chief Executive Officer | ||
SANDELL INVESTMENT SERVICES, L.L.C. | |||
By: | /s/ Thomas E. Sandell | ||
Name: | Thomas E. Sandell | ||
Title: | Managing Member | ||
/s/ Thomas E. Sandell | |||
Thomas E. Sandell | |||