SC 13D: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities
Published on September 8, 2006
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. ___)*
NOVELIS INC.
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
67000X106
(CUSIP Number)
MICHAEL LOWENSTEIN
KENSICO CAPITAL MANAGEMENT CORPORATION
55 RAILROAD AVENUE, 2ND FLOOR
GREENWICH, CONNECTICUT 06830
TEL. NO.: (203) 862-5800
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
AUGUST 29, 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 which is the subject to 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 Rule 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 purposes 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. 67000X106 PAGE 2 OF 14
SCHEDULE 13D
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1 NAME OF REPORTING PERSON
Kensico Capital Management Corporation
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
13-4079277
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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
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
[_]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
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7 SOLE VOTING POWER
4,633,700
NUMBER OF ---------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY None
OWNED BY ---------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,633,700
PERSON ---------------------------------
WITH 10 SHARED DISPOSITIVE POWER
None
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,633,700
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
[_]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.27%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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CUSIP NO. 67000X106 PAGE 3 OF 14
SCHEDULE 13D
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Michael Lowenstein
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [_]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
[_]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States of America
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
4,633,700
NUMBER OF ---------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY None
OWNED BY ---------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,633,700
PERSON ---------------------------------
WITH 10 SHARED DISPOSITIVE POWER
None
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,633,700
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
[_]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.27%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
- -------------------------------------------------------------------------------
CUSIP NO. 67000X106 PAGE 4 OF 14
SCHEDULE 13D
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Thomas J. Coleman
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [_]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
[_]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States of America
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
4,633,700
NUMBER OF ---------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY None
OWNED BY ---------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,633,700
PERSON ---------------------------------
WITH 10 SHARED DISPOSITIVE POWER
None
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,633,700
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
[_]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.27%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
- -------------------------------------------------------------------------------
CUSIP NO. 67000X106 PAGE 5 OF 14
Item 1. SECURITY AND ISSUER.
This Statement on Schedule 13D relates to the common stock, no
par value (the "Common Stock"), of Novelis Inc., a Canadian corporation (the
"Company"), whose principal executive office is located at 3399 Peachtree Road,
NE, Suite 1500, Atlanta GA 30326.
Item 2. IDENTITY AND BACKGROUND.
(a) This Statement on Schedule 13D is being filed on behalf of
each of the following persons (each a "Reporting Person" and collectively, the
"Reporting Persons"): (i) Kensico Capital Management Corporation ("Kensico
Capital Management"); (ii) Michael Lowenstein; and (iii) Thomas J. Coleman.
Kensico Capital Management, Mr. Lowenstein and Mr. Coleman are sometimes
individually referred to herein as a "Reporting Person" and collectively as the
"Reporting Persons" or "Kensico."
(b) The business address and principal executive offices of each
of the Reporting Persons is 55 Railroad Avenue, 2nd Floor, Greenwich, CT 06830.
(c) and (f). (i) Kensico Capital Management is a Delaware
corporation principally engaged in the business of providing investment
management services to the following funds: Kensico Partners, L.P., a Delaware
limited partnership ("Kensico Partners"), Kensico Associates, L.P., a Delaware
limited partnership ("Kensico Associates"), Kensico Offshore Fund, Ltd., a
limited liability company organized under the laws of the Cayman Islands,
B.W.I. ("Kensico Offshore"), Kensico American-Drawdown Fund, L.P., a Delaware
limited partnership ("Kensico American Drawdown"), and Kensico Drawdown Fund,
L.P., a Delaware limited partnership ("Kensico Drawdown" and, together with
Kensico Partners, Kensico Associates, Kensico Offshore and Kensico American
Drawdown, the "Funds"). Kensico Capital LLC is a Delaware limited liability
company principally engaged in the business of serving as General Partner of
the Funds other than Kensico Offshore and Kensico Drawdown. Kensico Drawdown
LLC serves as General Partner of Kensico Drawdown.
(ii) Mr. Lowenstein is a Co-President of Kensico Capital
Management and a Managing Member of Kensico Capital LLC and Kensico Drawdown
LLC. Mr. Lowenstein is a United States citizen.
(iii) Mr. Coleman is a Co-President of Kensico Capital
Management and a Managing Member of Kensico Capital LLC and Kensico Drawdown
LLC. Mr. Coleman is a United States citizen.
CUSIP NO. 67000X106 PAGE 6 OF 14
(d) and (e). During the past five years, neither any Reporting
Person nor, to the best knowledge of each Reporting Person, any person
otherwise identified in response to Item 2, has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or was a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of which any such person was or is 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.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The funds used in connection with the purchase of the shares of
the Common Stock were $97,145,677. Each of Kensico Partners, Kensico
Associates, Kensico Offshore, Kensico Drawdown and Kensico American Drawdown
used its own assets to purchase such Common Stock which may at any given time
include funds borrowed in the ordinary course in their margin accounts.
Item 4. PURPOSE OF TRANSACTION.
The Reporting Persons have acquired the Common Stock reported
herein for investment purposes. The Reporting Persons have previously
communicated with management of the Company, including to suggest individuals
for appointment to the Company's board of directors (two of whom were
subsequently appointed to the Company's board of directors), and are supportive
of recent management changes implemented by the board of directors.
The Reporting Persons expect to consider and evaluate on an
on-going basis all of their options with respect to the investment in the
Company. Among other alternatives, the Reporting Persons may continue to engage
in discussions with management and/or the board of directors regarding the
Company, its strategic direction and opportunities to enhance the value of the
Company.
In addition, the Reporting Persons may pursue other alternatives
available in order to maximize the value of the investment in the Company. Such
alternatives could include, without limitation, (i) the purchase of additional
shares of the Common Stock, options or related derivatives in the open market,
in privately negotiated transactions or otherwise and (ii) the sale of all or a
portion of the shares of the Common Stock, options or related derivatives now
beneficially owned or hereafter acquired by them.
The Reporting Persons may contact and consult with other
stockholders of the Company concerning the Company, its prospects and any or
all of the foregoing matters.
The Reporting Persons reserve the right to change their plans or
intentions and to take any and all actions that they may deem to be in the best
interests of the Funds.
CUSIP NO. 67000X106 PAGE 7 OF 14
Except as set forth above, the Reporting Persons do not have any
current intention, plan or proposal with respect to: (a) the acquisition by any
person of additional securities of the Company, or the disposition of
securities of the Company; (b) an extraordinary corporate transaction, such as
a merger, reorganization or liquidation, involving the Company or any of its
subsidiaries; (c) a sale of transfer of a material amount of assets of the
Company or any of its subsidiaries; (d) any change in the present board of
directors or management of the Company, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on the
board; (e) any material change in the present capitalization or dividend policy
of the Company; (f) any other material change in the Company's business or
corporate structure; (g) changes in the Company's charter, bylaws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person; (h) causing a class of
securities of the Company to be delisted from a national securities exchange,
if any, or cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; (i) a class of equity
securities of the Company becoming eligible for termination of a registration
pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of
those enumerated above.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) As of September 8, 2006, Kensico Partners, Kensico
Associates, Kensico Offshore, Kensico American Drawdown and Kensico Drawdown
owned beneficially 903,800, 1,221,000, 1,462,500, 161,100 and 885,300 shares of
the Common Stock, respectively, representing approximately 1.22%, 1.65%, 1.98%,
0.22% and 1.19%, respectively, of the 74,005,649 shares of the Common Stock
outstanding as reported in publicly available information.
As of September 8, 2006, Kensico Capital Management, in its
capacity of investment advisor to the Funds, had sole voting and dispositive
power with respect to 4,633,700 shares of the Common Stock, representing
approximately 6.27% of the 74,005,649 shares of the Common Stock outstanding as
reported in publicly available information.
As of September 8, 2006, Mr. Lowenstein, in his capacity of
Co-President of Kensico Capital Management, had sole voting and dispositive
power with respect to 4,633,700 shares of the Common Stock, representing
CUSIP NO. 67000X106 PAGE 8 OF 14
approximately 6.27% of the 74,005,649 shares of the Common Stock outstanding as
reported in publicly available information and, in his individual capacity, had
sole voting and dispositive power with respect to 0 shares of the Common Stock.
As of September 8, 2006, Mr. Coleman, in his capacity of
Co-President of Kensico Capital Management, had sole voting and dispositive
power with respect to 4,633,700 shares of the Common Stock, representing
approximately 6.27% of the 74,005,649 shares of the Common Stock outstanding as
reported in publicly available information and, in his individual capacity, had
sole voting and dispositive power with respect to 0 shares of the Common Stock.
(c) The trading dates, number of shares of the Common Stock
purchased and sold and price per share for all transactions in the Common Stock
in the past 60 days by the Reporting Persons are set forth in Exhibit 1.
(d) Not applicable.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Each of the Funds from time to time may enter into and unwind,
cash settled equity swap or other similar derivative transactions with respect
to the Common Stock. These arrangements do not and will not give the Reporting
Persons voting or investment control over underlying Common Stock and,
accordingly, the Reporting Persons disclaim beneficial ownership of any such
Common Stock.
Except as set forth in Item 4 of this Schedule 13D, none of the
Reporting Persons has any contract, arrangement, understanding or relationship
(legal or otherwise) with any person with respect to any securities of the
Company, including but not limited to, any contract, arrangement, understanding
or relationship concerning the transfer or voting of any securities of the
Company, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guaranties of profits, division of profits or loss or the giving or
withholding of proxies.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1: Schedule of Transactions in the Common Stock of the
Company.
Exhibit 2: Joint Filing Agreement, dated September 8, 2006
among the Reporting Persons.
CUSIP NO. 67000X106 PAGE 9 OF 14
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: September 8, 2006
KENSICO CAPITAL MANAGEMENT CORPORATION
/s/ Michael Lowenstein
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Signature
Michael Lowenstein, Authorized Signatory
--------------------------------------
Name/Title
MICHAEL LOWENSTEIN
/s/ Michael Lowenstein
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Signature
THOMAS J. COLEMAN
/s/ Thomas J. Coleman
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Signature