UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
Amendment No. 1
Aleris International Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
014477103
(CUSIP Number)
December 31, 2005
(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)
*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 the
disclosures provided in a prior cover page.
The information required in 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. 014477103
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Brahman Capital Corp.
2. Check the Appropriate Box if a Member Of a Group (See Instructions)
[ ] (a)
[X] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 2,831,600
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 2,831,600
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,831,600
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 9.10%
12. Type of Reporting Person (See Instructions) CO;IA
CUSIP No. 014477103
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Brahman Management, LLC
2. Check the Appropriate Box if a Member of a Group (See Instructions)
[X] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 1,774,800
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 1,774,800
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,774,800
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 5.70%
12. Type of Reporting Person (See Instructions) OO;IA
CUSIP No. 014477103
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Peter Hochfelder
2. Check the Appropriate Box if a Member of a Group (See Instructions)
[X] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 2,831,600
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 2,831,600
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,831,600
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 9.10%
12. Type of Reporting Person (See Instructions) IN
CUSIP No. 014477103
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Robert Sobel
2. Check the Appropriate Box if a Member of a Group (See Instructions)
[X] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 2,831,600
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 2,831,600
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,831,600
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 9.10%
12. Type of Reporting Person (See Instructions) IN
CUSIP No. 014477103
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Mitchell Kuflik
2. Check the Appropriate Box if a Member of a Group (See Instructions)
[X] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 2,831,600
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 2,831,600
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,831,600
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 9.10%
12. Type of Reporting Person (See Instructions) IN
Item 1. (a) Issuer: Aleris International, Inc.
1. Address:
25825 SCIENCE PARK DRIVE
SUITE 400
BEACHWOOD OH 44122
Item 2. (a) Name of Person Filing:
Brahman Capital Corp.
Brahman Management, LLC
Peter Hochfelder
Robert Sobel
Mitchell Kuflik
(b) Address of Principal Business Offices:
655 Third Avenue
11th Floor
New York, NY 10017
(c) Citizenship:
Please refer to Item 4 on each cover sheet for each filing person
(d) Title of Class of Securities
Common stock
(e) CUSIP Number: 014477103
Item 3.
Brahman Capital Corp and Brahman Management, LLC are investment
advisors in accordance with ss.240.13d-1(b)(1)(ii)(E).
Peter Hochfelder, Robert Sobel,and Mitchell Kuflik are control
persons in accordance with ss.240.13d-1(b)(1)(ii)(G).
Item 4. Ownership
Please see Items 5 - 9 and 11 for each cover sheet for each filing
separately
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Reporting persons are holding 9.10% of the securities on behalf of
other persons who have the right to receive or the power to direct
the receipt of dividends from, or proceeds from sale of, such
securities. No one such other person's interest in the securities
whose ownership is reported here relates to less than five percent
of the class.
Brahman Capital Corp and Brahman Management LLC hold shares on behalf
of Brahman Partners II, LP (295,500 shares), Brahman Partners III, LP
(394,200 shares), Brahman Institutional Partners LP (349,400 shares),
By Partners, LP (569,000 shares),Brahman CPF Partners LP (166,700 shares),
Brahman Partners II Ofshore (946,200 shares) and a Managed Account
(110,600).
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and held in the ordinary
course of business and 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 that 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.
Date: February 6, 2006
Brahman Capital Corp
By: /s/ Peter A. Hochfelder
--------------------------
Name: Peter A. Hochfelder
Title: President
Brahman Management, LLC
By: /s/ Peter A. Hochfelder
--------------------------
Name: Peter A. Hochfelder
Title: Managing Member
By: /s/ Peter A. Hochfelder
--------------------------
Name: Peter A. Hochfelder
By: /s/ Robert J. Sobel
--------------------------
Name: Robert J. Sobel
By: /s/ Mitchell A. Kuflik
--------------------------
Name: Mitchell A. Kuflik
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on this Schedule 13G/A, dated
February 6, 2006 (the "Schedule 13G/A"), with respect to the Common Stock, par
value $.001 per share, of Aleris International, Inc. is filed on behalf of
each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)
under the Securities and Exchange Act of 1934, as amended, and that this
Agreement shall be included as an Exhibit to this Schedule 13G/A. Each of
the undersigned agrees to be responsible for the timely filing of the
Schedule 13G/A, and for the completeness and accuracy of the information
concerning itself contained therein. This Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the 6th day of February 2006.
Brahman Capital Corp
By: /s/ Peter A. Hochfelder
--------------------------
Name: Peter A. Hochfelder
Title: President
Brahman Management, LLC
By: /s/ Peter A. Hochfelder
--------------------------
Name: Peter A. Hochfelder
Title: Managing Member
By: /s/ Peter A. Hochfelder
--------------------------
Name: Peter A. Hochfelder
By: /s/ Robert J. Sobel
--------------------------
Name: Robert J. Sobel
By: /s/ Mitchell A. Kuflik
--------------------------
Name: Mitchell A. Kuflik