UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

(RULE 13d - 102)

Information to be included in statements filed pursuant

to Rules 13d-1(b), (c) and (d) and amendments thereto filed

pursuant to 13d-2(b)

(AMENDMENT NO. )*

Alliance One International, Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

018772103

(CUSIP Number)

January 6, 2010

(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 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. 018772103

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Luxor Capital Partners, LP

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

1,395,084

0

1,395,084

1,395,084

1.6%

PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

CUSIP No. 018772103

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Luxor Spectrum, LLC

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

52,093

0

52,093

52,093

0.1%

OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

CUSIP No. 018772103

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Luxor Wavefront, LP

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

567,574

0

567,574

567,574

0.6%

PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

CUSIP No. 018772103

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Luxor Capital Partners Master Offshore Fund, LP

Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

2,277,752

0

2,277,752

2,277,752

2.5%

PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

CUSIP No. 018772103

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Luxor Capital Partners Offshore, Ltd.

Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

2,277,752

0

2,277,752

2,277,752

2.5%

CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

CUSIP No. 018772103

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Luxor Spectrum Offshore Master Fund, LP

Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

442,176

0

442,176

442,176

0.5%

PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

CUSIP No. 018772103

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Luxor Spectrum Offshore, Ltd.

Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

442,176

0

442,176

442,176

0.5%

CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

CUSIP No. 018772103

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Luxor Capital Group, LP

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

4,791,227

0

4,791,227

4,791,227

5.2%

PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

CUSIP No. 018772103

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Luxor Management, LLC

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

4,791,227

0

4,791,227

4,791,227

5.2%

OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

CUSIP No. 018772103

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

LCG Holdings, LLC

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

4,734,679

0

4,734,679

4,734,679

5.2%

OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

CUSIP No. 018772103

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Christian Leone

UNITED STATES

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

4,791,227

0

4,791,227

4,791,227

5.2%

IN, HC

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

This Schedule 13G reflects the beneficial ownership of the Reporting Persons (as defined below) as of January 6, 2010.

Alliance One International, Inc. (the “Issuer”)

8001 Aerial Center Parkway

Morrisville, NC 27560-8417

The names of the persons filing this statement on Schedule 13G are (collectively, the “Reporting Persons”):

Luxor Capital Group acts as the investment manager of the Onshore Fund, the Spectrum Onshore Fund, the Wavefront Fund, the Offshore Master Fund, the Offshore Feeder Fund, the Spectrum Offshore Master Fund and the Spectrum Offshore Feeder Fund (collectively, the “Funds”) and to an account it separately Manages (the “Separately Managed Account”). The Offshore Master Fund is a subsidiary of the Offshore Feeder Fund, and the Spectrum Offshore Master Fund is a subsidiary of the Spectrum Offshore Feeder Fund. Luxor Management is the general partner of Luxor Capital Group. Mr. Leone is the managing member of Luxor Management. LCG Holdings is the general partner of the Onshore Fund, the Offshore Master Fund, the Wavefront Fund, the Spectrum Offshore Master Fund, and the managing member of the Spectrum Onshore Fund. Mr. Leone is the managing member of LCG Holdings.

 

Luxor Capital Group, Luxor Management and Mr. Leone may each be deemed to have voting and dispositive power with respect to the shares of Common Stock (as defined below) held by the Funds and the Separately Managed Account. LCG Holdings may be deemed to have voting and dispositive power with respect to the shares of Common Stock held by the Onshore Fund, the Spectrum Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Spectrum Offshore Master Fund.

The business address of each of the Onshore Fund, the Spectrum Onshore Fund, the Wavefront Fund, Luxor Capital Group, Luxor Management, LCG Holdings and Mr. Leone is 767 Fifth Avenue, 19th Floor, New York, New York 10153.

The business address of each of the Offshore Master Fund, the Offshore Feeder Fund, the Spectrum Offshore Master Fund and the Spectrum Offshore Feeder Fund is c/o M&C Corporate Services Limited, P.O. Box 309 GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands.

Mr. Leone is a citizen of the United States.

Each of the Spectrum Onshore Fund, Luxor Management and LCG Holdings is a limited liability company formed under the laws of the State of Delaware.

Each of the Onshore Fund, the Wavefront Fund, and Luxor Capital Group is a limited partnership formed under the laws of the State of Delaware.

Each of the Offshore Feeder Fund and the Spectrum Offshore Feeder Fund is a company formed under the laws of the Cayman Islands.

Each of the Offshore Master Fund and the Spectrum Offshore Master Fund is a limited partnership formed under the laws of the Cayman Islands.

Common Stock, no par value (the “Common Stock”)

018772103

 

 

 

 

If this statement is filed pursuant to Rule 13d-1(c), check this box x

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(i) The Onshore Fund individually beneficially owns 1,395,084 shares of Common Stock consisting of: (A) 635,339 shares of Common Stock and (B) convertible notes issued by the Issuer (“Convertible Notes”) convertible into an additional 759,745 shares of Common Stock.

(ii) The Spectrum Onshore Fund individually beneficially owns 52,093 shares of Common Stock consisting of: (A) 30,414 of Common Stock and (B) Convertible Notes convertible into an additional 21,679 shares of Common Stock.

(iii) The Wavefront Fund individually beneficially owns 567,574 shares of Common Stock.

(iv) The Offshore Master Fund individually beneficially owns 2,277,752 shares of Common Stock consisting of: (A) 1,063,353 shares of Common Stock and (B) Convertible Notes convertible into an additional 1,214,399 shares of Common Stock. The Offshore Feeder Fund, as the owner of a controlling interest in the Offshore Master Fund, may be deemed to beneficially own the shares of Common Stock held by the Offshore Master Fund.

(v) The Spectrum Offshore Master Fund individually beneficially owns 442,176 shares of Common Stock consisting of: (A) 296,591 shares of Common Stock and (B) Convertible Notes convertible into an additional 145,585 shares of Common Stock. The Spectrum Offshore Feeder Fund, as the owner of a controlling interest in the Spectrum Offshore Master Fund, may be deemed to beneficially own the shares of Common Stock held by the Spectrum Offshore Master Fund.

 

(vi) Luxor Capital Group, as the investment manager of the Funds, may be deemed to beneficially own the 4,734,679 shares of Common Stock beneficially owned by them, and an additional 56,548 shares of Common Stock (consisting of 10,208 shares of Common Stock and Convertible Notes convertible into an additional 46,340 shares of Common Stock) held in the Separately Managed Account.

(vii) Luxor Management and Mr. Leone may each be deemed to be the beneficial owners of the 4,791,227 shares of Common Stock beneficially owned by Luxor Capital Group.

(viii) LCG Holdings may be deemed to be the beneficial owner of the 4,734,679 shares of Common Stock owned by the Onshore Fund, the Spectrum Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Spectrum Offshore Master Fund.

(ix) Mr. Leone may be deemed to be the beneficial owner of the 4,791,227 shares of Common Stock beneficially owned by Luxor Capital Group.

(x) Collectively, the Reporting Persons beneficially own 4,791,227 shares of Common Stock.

(i) The Onshore Fund’s individual beneficial ownership of 1,395,084 shares of Common Stock represents 1.6% of all of the outstanding shares of Common Stock based on the 89,088,383 shares of Common Stock reported as outstanding (excluding 7,853,121 shares owned by a wholly owned subsidiary of the Issuer) as of November 2, 2009 in the Issuer’s Form 10-Q for the period ended September 30, 2009 filed on November 9, 2009.

(ii) The Spectrum Onshore Fund’s individual beneficial ownership of 52,093 shares of Common Stock represents 0.1% of all of the outstanding shares of Common Stock.

(iii) The Wavefront Fund’s individual beneficial ownership of 567,574 shares of Common Stock represents 0.6% of all of the outstanding shares of Common Stock.

(iv) Each of the Offshore Master Fund’s and the Offshore Feeder Fund’s individual beneficial ownership of 2,277,752 shares of Common Stock represents 2.5% of all of the outstanding shares of Common Stock.

(v) Each of the Spectrum Offshore Fund’s and the Spectrum Offshore Feeder Fund’s individual beneficial ownership of 442,176 shares of Common Stock represents 0.5% of all of the outstanding shares of Common Stock.

(vi) LCG Holdings’ beneficial ownership of the 4,734,679 shares of Common Stock represents 5.2% of all of the outstanding shares of Common Stock.

 

(vii) Luxor Capital Group’s, Luxor Management’s and Mr. Leone’s beneficial ownership of 4,791,227 shares of Common Stock represents 5.2% of all of the outstanding shares of Common Stock.

(viii) Collectively, the Reporting Persons’ beneficial ownership of 4,791,227 shares of Common Stock represents 5.2% of all of the outstanding shares of Common Stock.

Not applicable.

The Onshore Fund, Luxor Capital Group, LCG Holdings, Luxor Management and Mr. Leone have shared power to vote or direct the vote of the 1,395,084 shares of Common Stock individually beneficially owned by the Onshore Fund.

The Spectrum Onshore Fund, Luxor Capital Group, LCG Holdings, Luxor Management and Mr. Leone have shared power to vote or direct the vote of the 52,093 shares of Common Stock individually beneficially owned by the Spectrum Onshore Fund.

The Wavefront Fund, Luxor Capital Group, LCG Holdings, Luxor Management and Mr. Leone have shared power to vote or direct the vote of the 567,574 shares of Common Stock individually beneficially owned by the Wavefront Fund.

The Offshore Master Fund, the Offshore Feeder Fund, Luxor Capital Group, LCG Holdings, Luxor Management and Mr. Leone have shared power to vote or direct the vote of the 2,277,752 shares of Common Stock individually beneficially owned by the Offshore Master Fund.

The Spectrum Offshore Master Fund, the Spectrum Offshore Feeder Fund, Luxor Capital Group, LCG Holdings, Luxor Management and Mr. Leone have shared power to vote or direct the vote of the 442,176 shares of Common Stock individually beneficially owned by the Spectrum Offshore Master Fund.

Luxor Capital Group, Luxor Management and Mr. Leone have shared power to vote or direct the vote of the 56,548 shares of Common Stock held in the Separately Managed Account.

Not applicable.

 

The Onshore Fund, Luxor Capital Group, LCG Holdings, Luxor Management and Mr. Leone have shared power to dispose or direct the disposition of the 1,395,084 shares of Common Stock individually beneficially owned by the Onshore Fund.

The Spectrum Onshore Fund, Luxor Capital Group, LCG Holdings, Luxor Management and Mr. Leone have shared power to dispose or direct the disposition of the 52,093 shares of Common Stock individually beneficially owned by the Spectrum Onshore Fund.

The Wavefront Fund, Luxor Capital Group, LCG Holdings, Luxor Management and Mr. Leone have shared power to dispose or direct the disposition of the 567,574 shares of Common Stock individually beneficially owned by the Wavefront Fund.

The Offshore Master Fund, the Offshore Feeder Fund, Luxor Capital Group, LCG Holdings, Luxor Management and Mr. Leone have shared power to dispose or direct the disposition of the 2,277,752 shares of Common Stock individually beneficially owned by the Offshore Master Fund.

The Spectrum Offshore Master Fund, the Spectrum Offshore Feeder Fund, Luxor Capital Group, LCG Holdings, Luxor Management and Mr. Leone have shared power to dispose or direct the disposition of the 442,176 shares of Common Stock individually beneficially owned by the Spectrum Offshore Master Fund.

Luxor Capital Group, Luxor Management and Mr. Leone have shared power to dispose or direct the disposition of the 56,548 shares of Common Stock held in the Separately Managed Account.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.

Not applicable.

The Offshore Master Fund is a subsidiary of the Offshore Feeder Fund. The shares owned directly by the Offshore Master Fund may be deemed to be owned indirectly by the Offshore Feeder Fund. The Spectrum Offshore Master Fund is a subsidiary of the Spectrum Offshore Feeder Fund. The shares owned directly by the Spectrum Offshore Master Fund may be deemed to be owned indirectly by the Spectrum Offshore Feeder Fund.

 

See Exhibit B.

Not applicable.

By signing below the undersigned certifies that, to the best of its or 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.

 

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete, and correct.

 

 

 

 

 

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Alliance One International, Inc. dated as of January 15, 2010, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

 

 

 

 

 

EXHIBIT B

Luxor Capital Partners, LP

Luxor Spectrum, LLC

Luxor Wavefront, LP

Luxor Capital Partners Offshore Master Fund, LP

Luxor Capital Partners Offshore, Ltd.

Luxor Spectrum Offshore Master Fund, LP

Luxor Spectrum Offshore, Ltd.

Luxor Capital Group, LP

LCG Holdings, LLC

Luxor Management, LLC

Christian Leone

 

EXHIBIT C

POWER OF ATTORNEY

The undersigned hereby makes, constitutes and appoints each of Adam Miller and Elena Cimador as the undersigned’s true and lawful authorized representative, attorney-in-fact and agent, each with the power individually to execute for and on behalf of the undersigned and to file with and deliver to the United States Securities and Exchange Commission and any other authority or party required or entitled to receive the same: (a) any Forms 3, 4 and 5, and any amendments thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the rules promulgated thereunder; and (b) any Schedule 13D or Schedule 13G, and any amendments thereto, on behalf of the undersigned in accordance with Section 13 of the 1934 Act and the rules promulgated thereunder.

The undersigned also hereby grants to each such attorney-in-fact the full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, hereby ratifying and confirming all that such attorney-in-fact 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 each of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 16 or Section 13 or any other provision of the 1934 Act or the rules promulgated thereunder.

This Power of Attorney shall remain in full force and effect until earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of January 20, 2006.

/s/ Christian Leone

Christian Leone

ACKNOWLEDGEMENT IN NEW YORK STATE

: ss.:

COUNTY OF NEW YORK)

On January 20, 2006, before me, the undersigned personally appeared, Christian Leone, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/  Michael J. Sadler

[Notary Stamp and Seal]