Highfields Capital Management LP - Schedule 13G/A

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OrPxio9g0VWSuQW3kXW0FbA+ZsVIiUDM1E6eAWqpqmK7iV/zmJmLmsDLGqJiRWtA Mw0kHrhjsW+PDIMsMXYxGw== 0001062993-11-000564.txt : 20110214 0001062993-11-000564.hdr.sgml : 20110214 20110214182855 ACCESSION NUMBER: 0001062993-11-000564 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110214 DATE AS OF CHANGE: 20110214 GROUP MEMBERS: HIGHFIELDS ASSOCIATES LLC GROUP MEMBERS: HIGHFIELDS CAPITAL I LP GROUP MEMBERS: HIGHFIELDS CAPITAL II LP GROUP MEMBERS: HIGHFIELDS CAPITAL III L.P. GROUP MEMBERS: HIGHFIELDS GP LLC GROUP MEMBERS: JONATHON S. JACOBSON FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HIGHFIELDS CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0001079563 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET 51ST FLOOR CITY: BOSTON STATE: MA ZIP: 02117 BUSINESS PHONE: 6178507500 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PACTIV CORP CENTRAL INDEX KEY: 0001089976 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, FOIL & COATED PAPER BAGS [2673] IRS NUMBER: 362552989 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57157 FILM NUMBER: 11609124 BUSINESS ADDRESS: STREET 1: 1900 WEST FIELD CT CITY: LAKE FOREST STATE: IL ZIP: 60045 BUSINESS PHONE: 8474822000 MAIL ADDRESS: STREET 1: 1900 WEST FIELD CT CITY: LAKE FOREST STATE: IL ZIP: 60045 FORMER COMPANY: FORMER CONFORMED NAME: TENNECO PACKAGING INC DATE OF NAME CHANGE: 19990706 SC 13G/A 1 sc13ga-pactiv.htm AMENDMENT NO. 1 TO SCHEDULE 13G Highfields Capital Management LP - Schedule 13G/A - Filed by newsfilecorp.com

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

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

PACTIV CORPORATION
(Name of Issuer)

COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)

695257105
(CUSIP Number)

DECEMBER 31, 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:

[ ] 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 the disclosures provided in a prior cover page.

The information required in 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. 695257105

13G/A

Page 2 of 19 Pages

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

	Highfields Capital Management LP
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [X]
3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

	5.	SOLE VOTING POWER

NUMBER OF		—0—
SHARES	6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		—0—
EACH	7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON		—0—
WITH	8.	SHARED DISPOSITIVE POWER

		—0—

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	—0—
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
	(SEE INSTRUCTIONS)

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	0.0%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

CUSIP No. 695257105

13G/A

Page 3 of 19 Pages

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

	Highfields GP LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [X]
3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

	5.	SOLE VOTING POWER

NUMBER OF		—0—
SHARES	6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		—0—
EACH	7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON		—0—
WITH	8.	SHARED DISPOSITIVE POWER

		—0—

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	—0—
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
	(SEE INSTRUCTIONS)

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	0.0%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

CUSIP No. 695257105

13G/A

Page 4 of 19 Pages

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

	Highfields Associates LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [X]
3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

	5.	SOLE VOTING POWER

NUMBER OF		—0—
SHARES	6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		—0—
EACH	7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON		—0—
WITH	8.	SHARED DISPOSITIVE POWER

		—0—

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	—0—
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
	(SEE INSTRUCTIONS)

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	0.0%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

CUSIP No. 695257105

13G/A

Page 5 of 19 Pages

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

	Jonathon S. Jacobson
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [X]
3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

	5.	SOLE VOTING POWER

NUMBER OF		—0—
SHARES	6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		—0—
EACH	7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON		—0—
WITH	8.	SHARED DISPOSITIVE POWER

		—0—

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	—0—
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
	(SEE INSTRUCTIONS)

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	0.0%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

CUSIP No. 695257105

13G/A

Page 6 of 19 Pages

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

	Highfields Capital I LP
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [X]
3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

	5.	SOLE VOTING POWER

NUMBER OF		—0—
SHARES	6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		—0—
EACH	7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON		—0—
WITH	8.	SHARED DISPOSITIVE POWER

		—0—

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	—0—
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
	(SEE INSTRUCTIONS)

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	0.0%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

CUSIP No. 695257105

13G/A

Page 7 of 19 Pages

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

	Highfields Capital II LP
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [X]
3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

	5.	SOLE VOTING POWER

NUMBER OF		—0—
SHARES	6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		—0—
EACH	7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON		—0—
WITH	8.	SHARED DISPOSITIVE POWER

		—0—

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	—0—
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
	(SEE INSTRUCTIONS)

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	0.0%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

CUSIP No. 695257105

13G/A

Page 8 of 19 Pages

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

	Highfields Capital III L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [X]
3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Cayman Islands

	5.	SOLE VOTING POWER

NUMBER OF		—0—
SHARES	6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		—0—
EACH	7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON		—0—
WITH	8.	SHARED DISPOSITIVE POWER

		—0—

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	—0—
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
	(SEE INSTRUCTIONS)

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	0.0%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

CUSIP No. 695257105

13G/A

Page 9 of 19 Pages

Item 1	(a).	Name of Issuer:

		Pactiv Corporation (the “Issuer”)

Item 1	(b).	Address of Issuer’s Principal Executive Offices:

		1900 West Field Court, Lake Forest, Illinois 60045

Item 2	(a).	Name of Person Filing:

		This statement is being filed by the following persons with respect to the shares of common stock (“Common Stock”) of the Issuer previously directly owned by Highfields Capital I LP (“Highfields I”), Highfields Capital II LP (“Highfields II”) and Highfields Capital III L.P. (“Highfields III” and, together with Highfields I and Highfields II, the “Funds”):

	(i)	Highfields Capital Management LP, a Delaware limited partnership (“Highfields Capital Management”) and investment manager to each of the Funds;

	(ii)	Highfields GP LLC, a Delaware limited liability company (“Highfields GP”) and the General Partner of Highfields Capital Management;

	(iii)	Highfields Associates LLC, a Delaware limited liability company (“Highfields Associates”) and the General Partner of the Funds;

	(iv)	Jonathon S. Jacobson, the Managing Member of Highfields GP and the Senior Managing Member of Highfields Associates;

	(v)	Highfields I, a Delaware limited partnership;

	(vi)	Highfields II, a Delaware limited partnership; and

	(vii)	Highfields III, an exempted limited partnership organized under the laws of the Cayman Islands.

Highfields Capital Management, Highfields GP, Highfields Associates, Mr. Jacobson, Highfields I, Highfields II and Highfields III are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.”

Item 2	(b).	Address of Principal Business Office or, if None, Residence:

		Address for Highfields Capital Management, Highfields GP, Highfields Associates, Mr. Jacobson, Highfields I and Highfields II:

		c/o Highfields Capital Management LP
		John Hancock Tower
		200 Clarendon Street, 59th Floor
		Boston, Massachusetts 02116

CUSIP No. 695257105

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Page 10 of 19 Pages

		Address for Highfields III:

		c/o Goldman Sachs (Cayman) Trust, Limited
		Suite 3307, Gardenia Court
		45 Market Street, Camana Bay
		P.O. Box 896
		Grand Cayman KY1-1103
		Cayman Islands

Item 2	(c).	Citizenship:

		Highfields Capital Management – Delaware
		Highfields GP – Delaware
		Highfields Associates – Delaware
		Jonathon S. Jacobson – United States
		Highfields I – Delaware
		Highfields II – Delaware
		Highfields III – Cayman Islands

Item 2	(d).	Title of Class of Securities:

		Common Stock, $0.01 par value

Item 2	(e).	CUSIP Number:

		695257105

Item 3.	Not applicable.

CUSIP No. 695257105

13G/A

Page 11 of 19 Pages

Item 4.	Ownership.

	For Highfields Capital Management, Highfields GP, Highfields Associates, and Mr. Jacobson:

(a)	Amount beneficially owned: —0— shares of Common Stock

(b)	Percent of class: 0.0 %

(c)	Number of shares as to which such person has:

	(i)	Sole power to vote or to direct the vote: —0—

	(ii)	Shared power to vote or to direct the vote: —0—

	(iii)	Sole power to dispose or to direct the disposition of: —0—

	(iv)	Shared power to dispose or to direct the disposition of: —0—

For Highfields I:

(a)	Amount beneficially owned: —0— shares of Common Stock

(b)	Percent of class: 0.0 %

(c)	Number of shares as to which such person has:

	(i)	Sole power to vote or to direct the vote: —0—

	(ii)	Shared power to vote or to direct the vote: —0—

	(iii)	Sole power to dispose or to direct the disposition of: —0—

	(iv)	Shared power to dispose or to direct the disposition of: —0—

For Highfields II:

	(a)	Amount beneficially owned: —0— shares of Common Stock

	(b)	Percent of class: 0.0 %

	(c)	Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: —0—

CUSIP No. 695257105

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Page 12 of 19 Pages

	(ii)	Shared power to vote or to direct the vote: —0—

	(iii)	Sole power to dispose or to direct the disposition of: —0—

	(iv)	Shared power to dispose or to direct the disposition of: —0—

For Highfields III:

(a)	Amount beneficially owned: —0— shares of Common Stock

(b)	Percent of class: 0.0 %

(c)	Number of shares as to which such person has:

	(i)	Sole power to vote or to direct the vote: —0—

	(ii)	Shared power to vote or to direct the vote: —0—

	(iii)	Sole power to dispose or to direct the disposition of: —0—

	(iv)	Shared power to dispose or to direct the disposition of: —0—

CUSIP No. 695257105

13G/A

Page 13 of 19 Pages

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 5 percent of the class of securities, check the following [X].

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 or Control Person.

	Not applicable.

Item 8.	Identification and Classification of Members of the Group.

	See Exhibit 2 attached hereto.

	Each Reporting Person disclaims beneficial ownership of the shares of Common Stock beneficially owned by the other Reporting Persons.

Item 9.	Notice of Dissolution of Group.

	Not applicable.

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.

CUSIP No. 695257105

13G/A

Page 14 of 19 Pages

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.

	February 14, 2011
	Date

	HIGHFIELDS CAPITAL MANAGEMENT LP

	By: Highfields GP LLC, its General Partner

	/s/ Joseph F. Mazzella
	Signature

	Joseph F. Mazzella, Authorized Signatory
	Name/Title

	HIGHFIELDS GP LLC

	/s/ Joseph F. Mazzella
	Signature

	Joseph F. Mazzella, Authorized Signatory
	Name/Title

	HIGHFIELDS ASSOCIATES LLC

	/s/ Joseph F. Mazzella
	Signature

	Joseph F. Mazzella, Authorized Signatory
	Name/Title

	JONATHON S. JACOBSON

	/s/ Joseph F. Mazzella*
	Signature

	Joseph F. Mazzella, Attorney in Fact
	Name/Title

	* by power of attorney

CUSIP No. 695257105

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Page 15 of 19 Pages

	HIGHFIELDS CAPITAL I LP

	By: Highfields Associates LLC, its General Partner

	/s/ Joseph F. Mazzella
	Signature

	Joseph F. Mazzella, Authorized Signatory
	Name/Title

	HIGHFIELDS CAPITAL II LP

	By: Highfields Associates LLC, its General Partner

	/s/ Joseph F. Mazzella
	Signature

	Joseph F. Mazzella, Authorized Signatory
	Name/Title
	HIGHFIELDS CAPITAL III L.P.


	By: Highfields Associates LLC, its General Partner

	/s/ Joseph F. Mazzella
	Signature

	Joseph F. Mazzella, Authorized Signatory
	Name/Title

CUSIP No. 695257105

13G/A

Page 16 of 19 Pages

EXHIBIT INDEX

Exhibit 1.	Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

Exhibit 2.	List of Members of Group

CUSIP No. 695257105

13G/A

Page 17 of 19 Pages

Exhibit 1

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing 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, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe such information is inaccurate.

	February 14, 2011
	Date

	HIGHFIELDS CAPITAL MANAGEMENT LP

	By: Highfields GP LLC, its General Partner

	/s/ Joseph F. Mazzella
	Signature

	Joseph F. Mazzella, Authorized Signatory
	Name/Title

	HIGHFIELDS GP LLC

	/s/ Joseph F. Mazzella
	Signature

	Joseph F. Mazzella, Authorized Signatory
	Name/Title

	HIGHFIELDS ASSOCIATES LLC

	/s/ Joseph F. Mazzella
	Signature

	Joseph F. Mazzella, Authorized Signatory
	Name/Title

	JONATHON S. JACOBSON

	/s/ Joseph F. Mazzella*
	Signature

CUSIP No. 695257105

13G/A

Page 18 of 19 Pages

	Joseph F. Mazzella, Attorney in Fact
	Name/Title

	* by power of attorney

	HIGHFIELDS CAPITAL I LP

	By: Highfields Associates LLC, its General Partner

	/s/ Joseph F. Mazzella
	Signature

	Joseph F. Mazzella, Authorized Signatory
	Name/Title

	HIGHFIELDS CAPITAL II LP

	By: Highfields Associates LLC, its General Partner

	/s/ Joseph F. Mazzella
	Signature

	Joseph F. Mazzella, Authorized Signatory
	Name/Title

	HIGHFIELDS CAPITAL III L.P.

	By: Highfields Associates LLC, its General Partner

	/s/ Joseph F. Mazzella
	Signature

	Joseph F. Mazzella, Authorized Signatory
	Name/Title

CUSIP No. 695257105

13G/A

Page 19 of 19 Pages

Exhibit 2

MEMBERS OF GROUP

Highfields Capital Management LP
Highfields GP LLC
Highfields Associates LLC
Jonathon S. Jacobson
Highfields Capital I LP
Highfields Capital II LP
Highfields Capital III L.P.

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