UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Sonoco Products Company
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(Name of Issuer)
Common stock, no par value
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(Title of Class of Securities)
835495102
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(CUSIP Number)
with a copy to:
Mr. Alexander J. Roepers Allen B. Levithan, Esq.
Atlantic Investment Management, Inc. Lowenstein Sandler PC
666 Fifth Avenue 65 Livingston Avenue
New York, New York 10103 Roseland, New Jersey 07068
(212) 484-5050 (973) 597-2500
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 17, 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 l3G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (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 l3d-7(b) 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 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. 835495102
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1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
(entities only):
Atlantic Investment Management, Inc.
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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) Source of Funds (See Instructions): AF, OO
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e):
Not Applicable
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6) Citizenship or Place of Organization: Delaware
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Number of 7) Sole Voting Power: 4,958,800*
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Shares Beneficially 8) Shared Voting Power: 0
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Owned by
Each Reporting 9) Sole Dispositive Power: 4,958,800*
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Person With: 10) Shared Dispositive Power: 0
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11) Aggregate Amount Beneficially Owned by Each Reporting Person:
4,958,800*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
Not Applicable
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13) Percent of Class Represented by Amount in Row (11): 4.9%*
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14) Type of Reporting Person (See Instructions): IA
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* Includes: (i) 2,044,305 shares (2.0%) of the Issuer's common stock, no par
value ("Shares"), beneficially owned by AJR International Master Fund, Ltd., a
British Virgin Islands company, (ii) 2,584,800 Shares (2.6%) beneficially owned
by Cambrian Master Fund, Ltd., a British Virgin Islands company, and (iii)
329,692 Shares (0.3%) held in several Managed Accounts (the "Managed Accounts").
Atlantic Investment Management, Inc. (the "Reporting Person"), serving as the
investment advisor of the foregoing parties and the Managed Accounts, has sole
voting and sole dispositive power over all Shares beneficially owned by such
parties or held in the Managed Accounts. See Items 2 and 5 for additional
details.
Item 5. Interest in Securities of the Issuer
------------------------------------
Item 5 is hereby restated in its entirety as follows:
(a) Based upon the information contained in the Issuer's Quarterly
Report on Form 10-Q for the quarterly period ending September 24, 2006 and filed
with the Securities and Exchange Commission on October 25, 2006, there were
issued and outstanding 99,745,007 Shares as of October 20, 2006.
(b) The Reporting Person does not directly own any Shares. The
Reporting Person has entered into an investment advisory agreement with each of
AJR, Cambrian Fund, the Managed Accounts, and the Plan pursuant to which the
Reporting Person has investment authority with respect to the securities held by
such entities or in such accounts. Such power includes the power to dispose of
and the power to vote the Shares. By reason of the provisions of Rule 13d-3 of
the Securities Exchange Act of 1934, as amended, the Reporting Person is deemed
to be the beneficial owner of the Shares held by such entities and accounts. In
addition, the Reporting Person had sole dispositive and sole voting power over
Shares that may be deemed to be beneficially owned by Mr. Roepers. Accordingly,
the Reporting Person is deemed the beneficial owner of 4,958,800 Shares, or 4.9%
of the outstanding Shares. As of November 17, 2006, the Reporting Person ceased
to be the beneficial owner of more than 5% of the outstanding Shares.
(c) The following table details the transactions by the Reporting
Person, on behalf of AJR, Cambrian Fund, the Managed Accounts and the Plan, in
Shares, as well as transactions in Shares that may be deemed to be beneficially
owned by Mr. Roepers, during the past sixty (60) days:
Date Quantity Price Type of Transaction
---- -------- ----- -------------------
10/3/2006 7,700 $34.3012 Open Market Sale
10/4/2006 20,000 $34.4926 Open Market Sale
10/5/2006 32,600 $34.6840 Open Market Sale
10/6/2006 35,300 $34.7061 Open Market Sale
10/9/2006 78,800 $34.8799 Open Market Sale
10/10/2006 15,600 $34.9800 Open Market Sale
10/13/2006 40,000 $35.2301 Open Market Sale
10/15/2006 50,000 $35.3679 Open Market Sale
10/19/2006 1,400 $35.2000 Open Market Sale
10/20/2006 62,000 $35.2101 Open Market Sale
10/23/2006 25,000 $35.4000 Open Market Sale
10/21/1902 81,700 $35.3071 Open Market Sale
10/26/2006 65,100 $35.4233 Open Market Sale
10/27/2006 1,100 $35.6173 Open Market Sale
11/1/2006 3,100 $35.7687 Open Market Sale
11/2/2006 26,800 $35.5757 Open Market Sale
11/5/2006 4,500 $35.9151 Open Market Sale
11/7/2006 38,000 $35.8209 Open Market Sale
11/9/2006 68,400 $36.4390 Open Market Sale
11/10/2006 50,000 $36.4502 Open Market Sale
11/13/2006 125,000 $36.6270 Open Market Sale
11/14/2006 50,000 $36.8043 Open Market Sale
11/15/2006 45,600 $36.5706 Open Market Sale
11/16/2006 100,000 $36.6536 Open Market Sale
11/17/2006 85,900 $36.7500 Open Market Sale
Except for the transactions listed above, neither the Reporting
Person, any entity for which the Reporting Person serves as investment advisor,
nor any person or entity controlled by the Reporting Person, nor Mr. Roepers
(including Mr. Roepers' immediate family members) has traded Shares during the
past sixty (60) days.
SIGNATURE
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After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned hereby certifies that the information set
forth in this statement is true, complete and correct.
November 20, 2006
ATLANTIC INVESTMENT MANAGEMENT, INC.
By: /s/ Alexander J. Roepers
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Alexander J. Roepers, President
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).