SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
ALERIS INTERNATIONAL, INC.
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(Name of Issuer)
Common Stock, par value $0.10 per share
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(Title of Class of Securities)
144771039
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(CUSIP Number)
Joel M. Frank
OZ Management, L.L.C.
9 West 57th Street, 39th Floor
New York, NY 10019
212-790-0000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 16, 2006
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(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 of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [X].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Section 240.13d-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, as amended (the "Exchange Act") or otherwise subject to
the liabilities of that section of the Exchange Act but shall be subject to all
other provisions of the Exchange Act (however, see the Notes).
CUSIP No. 144771039 Schedule 13D Page 2 of 9 pages
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only)
OZ Management, L.L.C.
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. Source of Funds (See Instructions)
OO. See Item 3.
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
[ ]
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6. Citizenship or Place of Organization
Delaware
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Number of 7. Sole Voting Power
Shares
Beneficially 2,005,064
Owned by ------------------------------------
Each 8. Shared Voting Power
Reporting
Person with 0
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9. Sole Dispositive Power
2,005,064
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10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,005,064
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[ ]
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13. Percent of Class Represented by Amount in Row (11)
6.4%
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14. Type of Reporting Person (See Instructions)
IA
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CUSIP No. 144771039 Schedule 13D Page 3 of 9 pages
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only)
Daniel S. Och
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. Source of Funds (See Instructions)
OO. See Item 3.
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
[ ]
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6. Citizenship or Place of Organization
United States
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Number of 7. Sole Voting Power
Shares
Beneficially 2,005,064
Owned by ----------------------------------
Each 8. Shared Voting Power
Reporting
Person with 0
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9. Sole Dispositive Power
2,005,064
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10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,005,064
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[ ]
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13. Percent of Class Represented by Amount in Row (11)
6.4%
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14. Type of Reporting Person (See Instructions)
IN
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Item 1. Security and Issuer.
This statement on Schedule 13D relates to the shares (the "Shares") of common
stock, $0.10 par value (the "Common Stock"), of Aleris International, Inc. (the
"Issuer"). The principal executive office of the Issuer is located at 25825
Science Park Drive, Suite 400, Beachwood, Ohio, 44122.
CUSIP No. 144771039 Schedule 13D Page 4 of 9 pages
Item 2. Identity and Background.
(a) This statement is filed by OZ Management, L.L.C. ("OZ"), a
Delaware limited liability company and Daniel S. Och
(collectively, the "Reporting Persons"). Mr. Och is the
Senior Managing Member of OZ. The Shares are held by certain
investment funds and discretionary accounts managed by the
Reporting Persons (the "Accounts"). OZ and Mr. Och may be
deemed to have beneficial ownership with respect to the
Shares. Each of the Reporting Persons hereby disclaims any
beneficial ownership of the Shares.
(b) The principal business address of the Reporting Persons is
9 West 57th Street, 39th Floor, New York, NY 10019.
(c) The principal business of OZ is managing a number of
investment funds and discretionary accounts holding
securities over which the Reporting Persons have voting and
dispositive power. Mr. Och's principal business is to serve
as an investment adviser.
(d) None of the Reporting Persons has, during the last five
years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the Reporting Persons has, during the last five
years, has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction which
resulted in 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
violations with respect to such laws.
(f) OZ is a limited liability company organized in Delaware. Mr.
Och is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
The Shares reported in Item 5 as beneficially owned by the Reporting Persons
were previously acquired with funds of approximately $71,610,708.46 (including
brokerage commissions). All funds to acquire the Shares were provided from
capital of the Accounts.
Item 4. Purpose of Transaction.
The Reporting Persons serve as principal investment manager to a number of
investment funds and discretionary accounts. In deciding which companies to
invest in, the Reporting Persons analyze the operations, capital structure and
markets of public and private companies on a continuous basis. The Reporting
Persons analyze relevant documents and conduct discussions with knowledgeable
industry and market observers and with representatives of such companies (often
at the invitation of management) prior to making an investment. From time to
time, after the Reporting Persons have made an investment, they may hold
discussions with third parties or with management of such companies, including
the Issuer, in which the Reporting Persons may suggest or take a position with
respect to potential changes in the operations, management or capital structure
of such companies as a means of enhancing shareholder value. Such suggestions
CUSIP No. 144771039 Schedule 13D Page 5 of 9 pages
or positions may relate to such matters as disposing of or selling all or a
portion of the company, changing operating strategies and restructuring the
company's capitalization.
The Reporting Persons previously filed a Schedule 13G on June 2, 2006. The
Reporting Persons acquired the Shares for investment in the ordinary course of
business, but they now intend to explore opportunities to enhance the value of
the Issuer. In this regard, the Reporting Persons have undertaken and intend to
continue to undertake discussions with the Issuer, third parties and other
shareholders. The Reporting Persons would support or participate in any such
opportunity only if it is also supported by senior management of the Issuer.
Other than as set forth herein, the Reporting Persons have no present plans or
proposals that relate to or would result in any of the events set forth in
Items 4(a) through (j) of Schedule 13D. The Reporting Persons may, at any time,
review or reconsider its position with respect to the Issuer and, based on such
review, the Reporting Persons may, from time to time, determine to increase or
decrease their ownership of the Issuer's Common Stock or engage in any of the
events set forth in Items 4(a) through (j) of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate percentage of Shares reported to be
beneficially owned by the Reporting Persons is based upon
31,366,025 shares of Common Stock outstanding, which is the
total number of shares of Common Stock outstanding as
reported in the Issuer's Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 2006.
As of the date of this filing, the Reporting Persons may be
deemed to beneficially own 2,005,064 shares of Common Stock,
constituting approximately 6.4% of the shares of Common Stock
outstanding.
(b) The Reporting Persons have sole voting and dispositive powers
over the 2,005,064 Shares reported herein, which powers are
exercisable by Mr. Och.
(c) Information concerning transactions in the Shares during the
past sixty days effected by the Accounts for which the
Reporting Persons have management and discretionary authority
is set forth in Schedule I hereto and is incorporated herein
by reference.
(d) No person other than the respective advisory clients of OZ
has the right to receive or the power to direct the receipt
of dividends from, or the proceeds of the sale of the
securities being reported herein.
(e) Not applicable.
CUSIP No. 144771039 Schedule 13D Page 6 of 9 pages
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Other than as described in this statement, there are no contracts, arrangements
understandings or relationships (legal or otherwise) between the Reporting
Persons, or between such persons or any other person with respect to any
securities of the Issuer, including but not limited to transfer or voting of
any of such securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.
Item 7. Materials to Be Filed as Exhibits.
1. Joint Acquisition Statement Pursuant to Rule 13d-1(k).
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.
OZ Management, L.L.C.
By: /s/ Daniel S. Och
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Name: Daniel S. Och
Title: Senior Managing Member
/s/ Daniel S. Och
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Daniel S. Och
Dated: June 16, 2006
SCHEDULE I
TRANSACTIONS IN THE PAST SIXTY DAYS BY THE ACCOUNTS
Unless otherwise indicated, each of the transactions described below
was effected for cash on the New York Stock Exchange.
Date Purchase / Sale Number of Shares Price per Share
---- --------------- ---------------- ---------------
5/16/06 Purchase 125,000 $46.94
5/18/06 Sale 7,244 $46.57
5/19/06 Purchase 50,000 $43.63
5/19/06 Purchase 63,207 $45.06
5/22/06 Purchase 50,000 $44.87
5/23/06 Purchase 125,000 $45.39
5/24/06 Purchase 210,950 $42.04
5/30/06 Purchase 25,000 $42.54
6/1/06 Purchase 102,100 $42.38
6/7/06 Purchase 68,358 $40.33
6/7/06 Purchase 856 $40.30
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D, is filed on behalf of the undersigned and that all subsequent
amendments to this statement on Schedule 13D, shall be filed on behalf of each
of the undersigned without the necessity of filing additional joint acquisition
statements. The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and accuracy of the
information concerning him or it contained therein, but shall not be
responsible for the completeness or accuracy of the information concerning the
others, except to the extent that he or it know or has reason to believe that
such information is inaccurate.
OZ Management, L.L.C.
By: /s/ Daniel S. Och
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Name: Daniel S. Och
Title: Senior Managing Member
/s/ Daniel S. Och
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Daniel S. Och
Dated: June 16, 2006