0000902664-13-001744.txt : 20130327 0000902664-13-001744.hdr.sgml : 20130327 20130327131455 ACCESSION NUMBER: 0000902664-13-001744 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130327 DATE AS OF CHANGE: 20130327 GROUP MEMBERS: DAVID BULLOCK GROUP MEMBERS: LYLE VANCLIEF GROUP MEMBERS: MITCHELL JACOBSON GROUP MEMBERS: STEPHEN CLARK SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AGRIUM INC CENTRAL INDEX KEY: 0000943003 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE CHEMICALS [2870] IRS NUMBER: 980346248 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44653 FILM NUMBER: 13719145 BUSINESS ADDRESS: STREET 1: 13131 LAKE FRASER DRIVE S.E. CITY: CALGARY STATE: A0 ZIP: T2J7E8 BUSINESS PHONE: 403 225-7000 MAIL ADDRESS: STREET 1: 13131 LAKE FRASER DRIVE S.E. STREET 2: ------- CITY: CALGARY STATE: A0 ZIP: T2J7E8 FORMER COMPANY: FORMER CONFORMED NAME: COMINCO FERTILIZERS LTD DATE OF NAME CHANGE: 19950327 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JANA PARTNERS LLC CENTRAL INDEX KEY: 0001159159 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 212-455-0900 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 SC 13D/A 1 p13-1025sc13da.htm AGRIUM INC.

SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
 

Agrium Inc.

(Name of Issuer)
 

Common Stock without par value

(Title of Class of Securities)
 

008916108

(CUSIP Number)
 
 
Marc Weingarten, Esq.
David Rosewater, Esq.
919 Third Avenue
New York, New York 10022

(212) 756-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

March 27, 2013

(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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

 

(Page 1 of 8 Pages)

______________________________

* 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. 008916108SCHEDULE 13D/APage 2 of 8 Pages

 

 

1

NAME OF REPORTING PERSON

JANA PARTNERS LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) £

(b) S

3 SEC USE ONLY
4

SOURCE OF FUNDS*

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

11,199,881

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

11,199,881

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

11,199,881

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

7.5%

14

TYPE OF REPORTING PERSON*

IA

         

 

 

 
CUSIP No. 008916108SCHEDULE 13D/APage 3 of 8 Pages

 

 

1

NAME OF REPORTING PERSON

MITCHELL JACOBSON

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) £

(b) S

3 SEC USE ONLY
4

SOURCE OF FUNDS*

PF OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

60,989

8

SHARED VOTING POWER

82,511 (see Item 5(a) and (b) for more information)

9

SOLE DISPOSITIVE POWER

60,989

10

SHARED DISPOSITIVE POWER

82,511 (see Item 5(a) and (b) for more information)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

143,500

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

0.09%

14

TYPE OF REPORTING PERSON*

IN

         

 

 

 
CUSIP No. 008916108SCHEDULE 13D/APage 4 of 8 Pages

 

 

1

NAME OF REPORTING PERSON

DAVID BULLOCK

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) £

(b) S

3 SEC USE ONLY
4

SOURCE OF FUNDS*

PF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

2,000

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

2,000

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

2,000

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

0.00%

14

TYPE OF REPORTING PERSON*

IN

         

 

 

 
CUSIP No. 008916108SCHEDULE 13D/APage 5 of 8 Pages

 

 

1

NAME OF REPORTING PERSON

STEPHEN CLARK

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) £

(b) S

3 SEC USE ONLY
4

SOURCE OF FUNDS*

PF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

2,000

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

2,000

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

2,000

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

0.00%

14

TYPE OF REPORTING PERSON*

IN

         

 

 

 
CUSIP No. 008916108SCHEDULE 13D/APage 6 of 8 Pages

 

 

1

NAME OF REPORTING PERSON

LYLE VANCLIEF

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) £

(b) S

3 SEC USE ONLY
4

SOURCE OF FUNDS*

PF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

100

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

100

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

100

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

0.00%

14

TYPE OF REPORTING PERSON*

IN

         

 

 

 

 
CUSIP No. 008916108SCHEDULE 13D/APage 7 of 8 Pages

 

This Amendment No. 5 (“Amendment No. 5”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on November 19, 2012 (the “Original Schedule 13D”), as amended by Amendment No. 1 filed on February 21, 2013 (“Amendment No. 1”), Amendment No. 2 filed on March 7, 2013 (“Amendment No. 2”), Amendment No. 3 filed on March 20, 2013 ("Amendment No. 3") and Amendment No. 4 filed on March 22, 2013 (collectively with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3 and this Amendment No. 5, the “Schedule 13D”) with respect to the shares ("Shares") of common stock, no par value, of Agrium Inc., a Canadian corporation (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 5 have the meanings set forth in the Schedule 13D.  This Amendment No. 5 amends Items 4 and 7 as set forth below.

 

   

 

Item 4. Purpose of Transaction
   
  Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
   
  Attached hereto as Exhibit I is a press release issued by JANA announcing that leading proxy advisory services firm Institutional Shareholder Services has issued a report that JANA has made a “compelling” case for change and strongly endorsing JANA nominees Barry Rosenstein and David Bullock for election to the board of directors of the Issuer at the upcoming annual general meeting of shareholders on April 9, 2013.

 

Item 7. Material to be Filed as Exhibits
   
  Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
   
Exhibit I Press Release
   

 

 
CUSIP No. 008916108SCHEDULE 13D/APage 8 of 8 Pages

 

SIGNATURES

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

Dated: March 27, 2013

 

  JANA PARTNERS LLC
     
     
  By: /s/ Charles Penner
  Name:   Charles Penner
  Title: Partner & Chief Legal Officer
   
   
   
   
   
  /s/ David Bullock
  David Bullock
   
   
  /s/ Stephen Clark
  Stephen Clark
   
   
  /s/ Mitchell Jacobson
  Mitchell Jacobson
   
   
  /s/ Lyle Vanclief
  Lyle Vanclief
   
   
   
   
   
   

 

 

 

 EX-99 2 p13-1025exh_1.htm PRESS RELEASE

Exhibit I

 

FOR IMMEDIATE RELEASE - For more info contact JANA Partners LLC at (212) 455 0900

 

ISS RECOMMENDS TWO JANA NOMINEES FOR ELECTION TO AGRIUM BOARD

 

Nominees Barry Rosenstein and David Bullock Endorsed by the Leading North American
Proxy Advisory Firm

 

ISS Recommends that Agrium Shareholders Vote the BLUE Proxy

 

Further Information Available at www.JANAAguAnalysis.com

 

New York, NY – March 27, 2013 – JANA Partners LLC today announced that leading proxy advisory services firm Institutional Shareholder Services (“ISS”) has issued a report that JANA Partners has made a “compelling” case for change and strongly endorsing JANA nominees Barry Rosenstein and David Bullock for election to the board of directors of Agrium Inc. (“Agrium”) (TSX / NYSE: AGU) at the upcoming annual general meeting of shareholders on April 9, 2013.

 

ISS recommends that Agrium shareholders vote on JANA’s BLUE form of proxy or VIF.

 

An excerpt of the ISS report follows (the references to “dissident” refer to JANA):

 

“As insistent as the company has been that ‘Jana’s goal has always been a break up,’ the only real proposals Jana has made to shareholders are to (1) add directors with appropriately deep understanding of the distribution business to help improve its performance and contribution to long-term value and (2) take a balanced look, leveraging their experience in distribution businesses, at whether there is in fact real value likely to be unlocked in a spin off. If after doing the second of these things they conclude it would be wise, they still have no power to break up the company, unless they can persuade the rest of the board, through reasoned discussion, of why that path would deliver sustainably higher value.

 

What shareholders should most consider in this contest, however, is not just the evidence that the company has underperformed or could use directors with relevant ‘breaking bulk’ experience to help it better oversee what is now a third of its business. They should also consider the board’s responsiveness over the ten months this contest has played out, and in particular the cognitive dissonance of compulsively seeking to discredit the dissidents’ proposals even as it began to implement or make commitments to implement many of the easier ones: returning capital to shareholders, providing shareholders better transparency into the distribution business, reducing excess working capital.

 

The gnawing question is not whether the company should spin off its distribution business, but whether a board still loudly repudiating the very changes it has begun to implement, changes which have encouraged many shareholders and analysts, is a board with a burgeoning credibility problem.

 
 

Shareholders may well wonder if, once the bright lights of this proxy contest are turned off, the progress will fade as well.

 

On this measure, as much as on the concerns about the board’s ability to provide meaningful oversight for the distribution business, it is clear the dissidents have made a compelling case for change.”

 

JANA Managing Partner Barry Rosenstein stated that, “We are pleased that ISS conducted a detailed assessment of Agrium’s long-term performance, the substantial opportunities for value creation, and the ability of our experienced and independent nominees to help pursue those opportunities for the benefit of all shareholders, and on that basis have recommended that shareholders elect two of our highly-qualified nominees to the board.”

 

Even if you have previously submitted a WHITE proxy or given voting instructions in support of the incumbent management nominees, you may still change your vote and support JANA’s recommendations by completing and submitting a BLUE form of proxy or giving voting instructions in accordance with the BLUE voting instruction form.

 

For questions or assistance, please contact Kingsdale Shareholder Services Inc., at 1-866-581-1514 toll-free in North America, or 1-416-867-2272 outside of North America, or by email at contactus@kingsdaleshareholder.com. To keep current with further developments and information about voting your Shares, visit www.JANAAguAnalysis.com.

 

 

***