Form SC 13G/A Horsehead Holding Corp Filed by: Dalal Street, LLC
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Horsehead Holding Corp.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
440694305
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(CUSIP Number)
Dalal Street, LLC, 1220 Roosevelt, Suite 200, Irvine, CA 92620, 949-453-0609
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 21, 2016
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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)
* 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).
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CUSIP No. 440694305 13G Page 2 of 5 Pages
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1. Names of Reporting Persons.
Dalal Street, LLC
I.R.S. Identification Nos. of above persons (entities only)
20-2815874
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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
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4. Citizenship or Place of Organization
Dalal Street, LLC -- California
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5. SOLE VOTING POWER
0 shares
-------------------------------------------------------------
6. SHARED VOTING POWER
NUMBER OF
SHARES 2,549,919 shares
BENEFICIALLY -------------------------------------------------------------
OWNED BY EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0 shares
-------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
2,549,919 shares
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
Dalal Street, LLC -- 2,549,919 shares
--------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)|_|
----------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
Dalal Street, LLC -- 4.5%
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12. Type of Reporting Person (See Instructions)
Dalal Street, LLC -- 00 (Limited Liability Company)
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CUSIP No. 440694305 13G Page 3 of 5 Pages
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1. Names of Reporting Persons.
Mohnish Pabrai
I.R.S. Identification Nos. of above persons (entities only)
N/A
--------------------------------------------------------------------------------
2. Check the Appropriate Box If a Member of a Group (See Instructions)
(a) |_|
(b) |_|
--------------------------------------------------------------------------------
3. SEC Use Only
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4. Citizenship or Place of Organization
Mohnish Pabrai -- United States
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5. SOLE VOTING POWER
0 shares
-------------------------------------------------------------
6. SHARED VOTING POWER
NUMBER OF
SHARES 1,966,835 shares
BENEFICIALLY -------------------------------------------------------------
OWNED BY EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0 shares
-------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
1,966,835 shares
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
Mohnish Pabrai -- 1,966,835 shares
--------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)|_|
----------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
Mohnish Pabrai -- 3.5%
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12. Type of Reporting Person (See Instructions)
Mohnish Pabrai -- IN
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CUSIP No. 440694305 13G Page 4 of 5 Pages
Item 1.
(a) Name of Issuer:
Horsehead Holding Corp.
(b) Address of Issuer's Principal Executive Offices:
4955 Steubenville Pike, Suite 405
Pittsburgh, PA 15205
Item 2.
(a) Name of Person Filing:
Dalal Street, LLC
Mohnish Pabrai
(b) Address of the Principal Office or, if none, residence:
Dalal Street, LLC
Mohnish Pabrai
1220 Roosevelt
Suite 200
Irvine, CA 92620
(c) Citizenship:
Dalal Street, LLC -- California
Mohnish Pabrai -- United States
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number:
440694305
Item 3. If this statement is filed pursuant to SS.240.13d-1(b) or 240.13d-2(b)
or (c), check whether the person filing is a:
(a) |_| Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o).
(b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) |_| Insurance company as defined in section 3(a)(19) of the Act (15
U.S.C. 78c).
(d) |_| Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C 80a-8).
(e) |_| An investment adviser in accordance with S.240.13d-1(b)(1)(ii)
(E);
(f) |_| An employee benefit plan or endowment fund in accordance with
S.240.13d-1(b)(1)(ii)(F);
(g) |_| A parent holding company or control person in accordance with
S. 240.13d-1(b)(1)(ii)(G);
(h) |_| A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) |_| A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3);
(j) |_| Group, in accordance with S.240.13d-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: Dalal Street, LLC -- 2,549,919
Mohnish Pabrai -- 1,966,835
(b) Percent of class: Dalal Street, LLC - 4.5%
Mohnish Pabrai -- 3.5%
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CUSIP No. 440694305 13G Page 5 of 5 Pages
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote(1) Dalal Street, LLC -- 0
Mohnish Pabrai -- 0
(ii) Shared power to vote or to direct the vote(1)
Dalal Street, LLC -- 2,549,919
Mohnish Pabrai -- 1,966,835
(iii) Sole power to dispose or to direct the disposition of(1)
Dalal Street, LLC -- 0, Mohnish Pabrai -- 0.
(iv) Shared power to dispose or to direct the disposition
of(1) Dalal Street, LLC -- 2,549,919 Mohnish Pabrai -- 1,966,835
(1)Securities reported for Dalal Street, LLC (the "LLC") represent Common Stock
beneficially owned and held of record by 3 private funds (Pabrai Investment Fund
2, L.P., Pabrai Investment Fund 3, Ltd. and Pabrai Investment Fund IV, L.P.)
managed by the LLC, Mohnish Pabrai and Harina Kapoor JTWROS and 7 managed
accounts (Aikyum, Inc., Harina Kapoor IRA, Monsoon Pabrai, Momachi Pabrai,
The Dakshana Foundation, Dhandho Holdings Corporation ("Dhandho") and Stonetrust
Commercial Insurance Company (a wholly-owned indirect subsidiary of Dhandho))
managed by Mr. Pabrai. Mr. Pabrai is the managing member of the LLC and the
President of Dhandho. The LLC, private funds, managed accounts, Dhandho and
Mr. Pabrai (the "Reporting Persons") are each beneficial owners. The Reporting
Persons disclaim beneficial ownership, within the meaning of Section 16 of the
Exchange Act, or otherwise of such portion of the Common Stock in which the
Reporting Persons have no actual pecuniary interest therein.
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 |_|.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company or Control Person.
Item 8. Identification and Classification of Members of the Group
Item 9. Notice of Dissolution of Group
Item 10. Certification
By signing below I certify that, to the best of my 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 that purpose or effect.
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.
DALAL STREET, LLC
By: /s/ Mohnish Pabrai
Mohnish Pabrai, Managing Member
MOHNISH PABRAI
By: /s/ Mohnish Pabrai
Mohnish Pabrai, individually
Exhibit 24.1
JOINT FILING AGREEMENT AND POWER OF ATTORNEY
Pursuant to and in accordance with the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the rules and regulations promulgated
thereunder, each undersigned party hereby agrees to the joint filing, on
behalf of such undersigned party with respect to the Common Stock
of Horsehead Holding Corp., a Delaware corporation, of any and all forms (s),
statement(s), report(s),and/or documents required to be filed by such
undersigned party under Section 13 of the Exchange Act (including any
amendment(s), supplement(s), and/or exhibit(s) thereto) with the Securities and
Exchange Commission (and if such security is registered on a national
securities exchange or national securities association, also with the
exchange or association), and further agrees that this Joint Filing Agreement
and Power of Attorney shall be included as an Exhibit to each such joint filing.
Know all by these presents, that the undersigned hereby constitutes and appoints
Mohnish Pabrai, signing singly, the undersigned's true and lawful
attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer, director,and/or beneficial owner of Horsehead Holding Corp.
(the "Company"), Schedule 13G and any amendments thereto in accordance with
Section 13 of the Exchange Act and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Schedule 13G,
complete and execute any amendment or amendments thereto, and timely file such
form with the United States Securities and Exchange Commission and any stock
exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 13 of the Exchange Act.
This Joint Filing Agreement and Power of Attorney shall remain in full force
and effect until the undersigned is no longer required to file Schedule 13G
with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned
in a signed writing delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Joint Filing Agreement
and Power of Attorney to be executed as of this 22nd day of January, 2016.
DALAL STREET, LLC
By: /s/ Mohnish Pabrai
Mohnish Pabrai, Managing Member
PABRAI INVESTMENT FUND 2, L.P.
By: Dalal Street, LLC, General Partner
By: /s/ Mohnish Pabrai
Mohnish Pabrai, Managing Member
PABRAI INVESTMENT FUND 3, LTD.
By: /s/ Mohnish Pabrai
Mohnish Pabrai, Director
PABRAI INVESTMENT FUND IV, L.P.
By: Dalal Street, LLC, General Partner
By: /s/ Mohnish Pabrai
Mohnish Pabrai, Managing Member
AIKYUM, INC.
By: /s/ Mohnish Pabrai
Mohnish Pabrai, investment manager
HARINA KAPOOR IRA
By: /s/ Mohnish Pabrai
Mohnish Pabrai, investment manager
MONSOON PABRAI
By: /s/ Mohnish Pabrai
Mohnish Pabrai, investment manager
MOMACHI PABRAI
By: /s/ Mohnish Pabrai
Mohnish Pabrai, investment manager
THE DAKSHANA FOUNDATION
By: /s/ Mohnish Pabrai
Mohnish Pabrai, investment manager
DHANDHO HOLDINGS CORPORATION
By: /s/ Mohnish Pabrai
Mohnish Pabrai, President
STONETRUST COMMERCIAL INSURANCE COMPANY
By: Dhandho Holdings Corporation,
investment manager
By: /s/ Mohnish Pabrai
Mohnish Pabrai, President
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