0000902664-14-002096.txt : 20140410 0000902664-14-002096.hdr.sgml : 20140410 20140410163328 ACCESSION NUMBER: 0000902664-14-002096 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140410 DATE AS OF CHANGE: 20140410 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OUTERWALL INC CENTRAL INDEX KEY: 0000941604 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 913156448 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52865 FILM NUMBER: 14757341 BUSINESS ADDRESS: STREET 1: 1800 114TH AVENUE SE CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 4259438000 MAIL ADDRESS: STREET 1: 1800 114TH AVENUE SE CITY: BELLEVUE STATE: WA ZIP: 98004 FORMER COMPANY: FORMER CONFORMED NAME: OUTWERWALL INC DATE OF NAME CHANGE: 20130628 FORMER COMPANY: FORMER CONFORMED NAME: COINSTAR INC DATE OF NAME CHANGE: 19970311 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 p14-1036sc13da.htm OUTERWALL INC.
SECURITIES AND EXCHANGE COMMISSION  
   
Washington, D.C. 20549  
_______________  
   
SCHEDULE 13D/A
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
 
Under the Securities Exchange Act of 1934
(Amendment No. 2)
 

Outerwall Inc.

(Name of Issuer)
 

Common Stock, par value $0.001 per share

(Title of Class of Securities)
 

690070107

(CUSIP Number)
 

Marc Weingarten, Esq.

Eleazer Klein, 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)
 

April 8, 2014

(Date of Event which Requires
Filing of this Schedule)

 

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), 13d-1(f) or 13d-1(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 13d-7 for other parties to whom copies are to be sent.

 

(Continued on following pages)

(Page 1 of 5 Pages)

--------------------------

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 690070107SCHEDULE 13D/APage 2 of 5 Pages

 

1

NAME OF REPORTING PERSON

JANA PARTNERS LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

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

997,041

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

997,041

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

997,041

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)

4.9%

14

TYPE OF REPORTING PERSON

IA

         

 

 

 
CUSIP 690070107SCHEDULE 13D/APage 3 of 5 Pages

 

This Amendment No. 2 (“Amendment No. 2”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on October 4, 2013 (the “Original Schedule 13D”) and Amendment No. 1 to the Schedule 13D filed with the SEC on March 10, 2014 (“Amendment No. 1, and together with the Original Schedule 13D and this Amendment No. 2, the “Schedule 13D”) with respect to the shares ("Shares") of common stock, par value $0.001 per share, of Outerwall Inc., a Delaware corporation (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Schedule 13D. This Amendment No. 2 amends Items 3, 4, 5 and 7 as set forth below. This Amendment No. 2 constitutes an “exit filing” with respect to the Reporting Persons.

 

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

 

Item 3 of the Schedule 13D is hereby amended and restated as follows:

 

The 977,041 Shares reported herein by the Reporting Person were acquired at an aggregate purchase price of approximately $43.4 million. Such Shares were acquired with investment funds in accounts managed by the Reporting Person.

 

Item 4. PURPOSE OF TRANSACTION.

 

Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:

 

The Reporting Person has reduced the size of its investment in the Shares of the Issuer through regular portfolio management activities. The Reporting Person is highly supportive of the recent steps taken by the Issuer’s board and management, in particular the Issuer’s commitment to improving capital allocation discipline, increasing its return of capital to shareholders, and driving cost efficiencies.

 

Item 5. INTEREST IN SECURITIES OF THE COMPANY.

 

Items 5(a), (b), (c) and (e) of the Schedule 13D are hereby amended and restated in their entirety as follows:

(a) The aggregate percentage of Shares reported to be beneficially owned by the Reporting Person is based upon 20,392,395 Shares outstanding, which is the total number of Shares outstanding following the settlement of the Issuer’s tender offer which expired on March 7, 2014 as reported in the Issuer's press release filed as an exhibit to its amendment to Schedule TO filed on March 13, 2014.

At the close of business on April 10, 2014, the Reporting Person may be deemed to beneficially own 997,041 Shares, constituting approximately 4.9% of the Shares outstanding.

(b) The Reporting Person has sole voting and dispositive powers over 997,041 Shares, which powers are exercised by the Principal.

(c) Information concerning transactions in the Shares effected by the Reporting Person since Amendment No. 1 is set forth in Exhibit A hereto and is incorporated herein by reference. All of the transactions in Shares listed hereto were effected in the open market on the NASDAQ Global Select Market through various brokerage entities.

(e) April 8, 2014

 
CUSIP 690070107SCHEDULE 13D/APage 4 of 5 Pages

 

Item 7. MATERIAL TO BE FILED AS EXHIBITS.

 

Exhibit A: Transactions in the Shares Since Amendment No. 1
 
CUSIP 690070107SCHEDULE 13D/APage 5 of 5 Pages

 

SIGNATURES

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 10, 2014

 

 

 

 

  JANA PARTNERS LLC
     
     
  By: /s/ Jennifer Fanjiang
  Name:   Jennifer Fanjiang
  Title: General Counsel