a9398181a.htm
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

AMERICAN WOODMARK CORPORATION
(Name of Issuer)

Common Stock, No Par Value
(Title of Class of Securities)

030506109
(CUSIP Number)

April 10, 2013
(Date of Event which Requires Filing
of this Statement)



Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
 
 
o
Rule 13d-1(b)
 
x
Rule 13d-1(c)
 
o
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 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).
 
 

 
 
Page 1 of 9
 

CUSIP No. 030506109                                                 
13G
Page 2 of 9 Pages

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
S.A.C. Capital Advisors, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x      
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
745,802 (see Item 4)
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
745,802 (see Item 4)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
745,802 (see Item 4)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
    o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.1% (see  Item 4)
12
TYPE OF REPORTING PERSON*
 
PN
*SEE INSTRUCTION BEFORE FILLING OUT
 
 
 
Page 2 of 9
 
 
CUSIP No. 030506109                                                 
13G
Page 3 of 9 Pages

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
S.A.C. Capital Advisors, Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
745,802 (see Item 4)
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
745,802 (see Item 4)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
745,802 (see Item 4)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
    o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.1% (see Item 4)
12
TYPE OF REPORTING PERSON*
 
CO
*SEE INSTRUCTION BEFORE FILLING OUT
 
 
 
Page 3 of 9
 
 
CUSIP No. 030506109                                                 
13G
Page 4 of 9 Pages

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
S.A.C. Capital Associates, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Anguilla, British West Indies
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
740,000 (see Item 4)
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
740,000 (see Item 4)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
740,000 (see Item 4)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
    o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.0% (see Item 4)
12
TYPE OF REPORTING PERSON*
 
OO
*SEE INSTRUCTION BEFORE FILLING OUT
 
 
 
Page 4 of 9
 
 
CUSIP No. 030506109                                                 
13G
Page 5 of 9 Pages

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Steven A. Cohen
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
745,802 (see Item 4)
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
745,802 (see Item 4)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
745,802 (see Item 4)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
    o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.1% (see Item 4)
12
TYPE OF REPORTING PERSON*
 
IN
*SEE INSTRUCTION BEFORE FILLING OUT
 
 
 
Page 5 of 9
 

Item 1(a)
Name of Issuer:
   
 
American Woodmark Corporation
   
Item 1(b)
Address of Issuer's Principal Executive Offices:
   
 
3102 Shawnee Drive, Winchester, Virginia 22601
   
Item 2(a)
Name of Person Filing:
   
 
This statement is filed by: (i) S.A.C. Capital Advisors, L.P. (“SAC Capital Advisors LP”) with respect to shares of Common Stock, no par value (“Shares”), of the Issuer beneficially owned by S.A.C. Capital Associates, LLC (“SAC Capital Associates”) and S.A.C. MultiQuant Fund, L.P. (“SAC MultiQuant Fund”); (ii) S.A.C. Capital Advisors, Inc. (“SAC Capital Advisors Inc.”) with respect to Shares beneficially owned by SAC Capital Advisors LP, SAC Capital Associates and SAC MultiQuant Fund; (iii) SAC Capital Associates with respect to Shares beneficially owned by it; and (iv) Steven A. Cohen with respect to Shares beneficially owned by SAC Capital Advisors LP, SAC Capital Advisors Inc., SAC Capital Associates and SAC MultiQuant Fund.
   
 
SAC Capital Advisors LP, SAC Capital Advisors Inc., SAC Capital Associates and Steven A. Cohen have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
   
Item 2(b)
Address or Principal Business Office:
   
 
The address of the principal business office of (i) SAC Capital Advisors LP, SAC Capital Advisors Inc. and Mr. Cohen is 72 Cummings Point Road, Stamford, Connecticut 06902; and (ii) SAC Capital Associates is Mitchell House, The Valley, Anguilla, British West Indies.
   
Item 2(c)
Citizenship:
   
 
SAC Capital Advisors LP is a Delaware limited partnership.  SAC Capital Advisors Inc. is a Delaware corporation.  SAC Capital Associates is an Anguillan limited liability company.  Mr. Cohen is a United States citizen.
   
Item 2(d)
Title of Class of Securities:
   
 
Common Stock, No Par Value
   
Item 2(e)
CUSIP Number:
   
 
030506109
   
Item 3
Not Applicable
   
 
 
 
Page 6 of 9
 
 
Item 4
Ownership:
   
 
The percentages used herein are calculated based upon the Shares of common stock issued and outstanding as of February 25, 2013 as reported on the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission by the Issuer for the quarterly period ended January 31, 2013.
   
 
As of the close of business on April 10, 2013:
   
 
1.  S.A.C. Capital Advisors, L.P.
 
(a) Amount beneficially owned: 745,802
 
(b) Percent of class: 5.1%
 
(c)(i) Sole power to vote or direct the vote: -0-
 
(ii) Shared power to vote or direct the vote: 745,802
 
(iii) Sole power to dispose or direct the disposition: -0-
 
(iv) Shared power to dispose or direct the disposition: 745,802
   
 
2.  S.A.C. Capital Advisors, Inc.
 
(a) Amount beneficially owned: 745,802
 
(b) Percent of class: 5.1%
 
(c)(i) Sole power to vote or direct the vote: -0-
 
(ii) Shared power to vote or direct the vote: 745,802
 
(iii) Sole power to dispose or direct the disposition: -0-
 
(iv) Shared power to dispose or direct the disposition: 745,802
   
 
3.  S.A.C. Capital Associates, LLC
 
(a) Amount beneficially owned: 740,000
 
(b) Percent of class: 5.0%
 
(c)(i) Sole power to vote or direct the vote: -0-
 
(ii) Shared power to vote or direct the vote: 740,000
 
(iii) Sole power to dispose or direct the disposition: -0-
 
(iv) Shared power to dispose or direct the disposition: 740,000
   
 
4.  Steven A. Cohen
 
(a) Amount beneficially owned: 745,802
 
(b) Percent of class: 5.1%
 
(c)(i) Sole power to vote or direct the vote: -0-
 
(ii) Shared power to vote or direct the vote: 745,802
 
(iii) Sole power to dispose or direct the disposition: -0-
 
(iv) Shared power to dispose or direct the disposition: 745,802
   
 
SAC Capital Advisors LP, SAC Capital Advisors Inc. and Mr. Cohen own directly no Shares.  Pursuant to an investment management agreement, SAC Capital Advisors LP maintains investment and voting power with respect to the securities held by SAC Capital Associates and  SAC MultiQuant Fund.  SAC Capital Advisors Inc. is the general partner of SAC Capital Advisors LP.  Mr. Cohen controls SAC Capital Advisors Inc.  By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, each of SAC Capital Advisors LP, SAC Capital Advisors Inc. and Mr. Cohen may be deemed to beneficially
   
 
 
 
Page 7 of 9
 
 
  own 745,802 Shares (constituting approximately 5.1% of the Shares outstanding).  Each of SAC Capital Advisors LP, SAC Capital Advisors Inc. and Mr. Cohen disclaims beneficial ownership of any of the securities covered by this statement.
   
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. o
   
Item 6
Ownership of More than Five Percent on Behalf of Another Person:
   
 
Not Applicable
   
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 the signatory certifies that, to the best of his 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.
 
 
 
Page 8 of 9
 
 
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.

Dated: April 11, 2013


S.A.C. CAPITAL ADVISORS, L.P.


By:  /s/ Peter Nussbaum      
Name:  Peter Nussbaum
Title:  Authorized Person

S.A.C. CAPITAL ADVISORS, INC.
 
By:  /s/ Peter Nussbaum      
Name:  Peter Nussbaum
Title:  Authorized Person
 
S.A.C. CAPITAL ASSOCIATES, LLC


By:  /s/ Peter Nussbaum      
Name:  Peter Nussbaum
Title:  Authorized Person
 

STEVEN A. COHEN


By:  /s/ Peter Nussbaum      
Name:  Peter Nussbaum
Title:  Authorized Person
 
 
Page 9 of 9