-----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, DTKnuEpha9zokISDCLcuIYBwg1RWQazNG6sf+XbC/ZkV6UTThWlnal1yOO3ePJ2h VnuOBPHt3QJ1xEsU+Crm1Q== 0000919574-06-002612.txt : 20060605 0000919574-06-002612.hdr.sgml : 20060605 20060605143536 ACCESSION NUMBER: 0000919574-06-002612 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060605 DATE AS OF CHANGE: 20060605 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CF Industries Holdings, Inc. CENTRAL INDEX KEY: 0001324404 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE CHEMICALS [2870] IRS NUMBER: 202697511 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80934 FILM NUMBER: 06885920 BUSINESS ADDRESS: STREET 1: ONE SALEM LAKE DRIVE CITY: LONG GROVE STATE: IL ZIP: 60047 BUSINESS PHONE: (847)438-9500 MAIL ADDRESS: STREET 1: ONE SALEM LAKE DRIVE CITY: LONG GROVE STATE: IL ZIP: 60047 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PENNANT CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001168664 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 40 MAIN ST CITY: CHATHAM STATE: NY ZIP: 07928 BUSINESS PHONE: 9737011100 MAIL ADDRESS: STREET 1: 40 MAIN ST CITY: CHATHAM STATE: NY ZIP: 07928 FORMER COMPANY: FORMER CONFORMED NAME: PENNANT CAPITAL MANAGEMENT INC DATE OF NAME CHANGE: 20020307 SC 13G 1 d673964_13g.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 RULE 13d-2(b) (Amendment No. ) CF Industries Holdings, Inc. (CF) - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 125269100 - -------------------------------------------------------------------------------- (CUSIP Number) May 24, 2006 - -------------------------------------------------------------------------------- (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) CUSIP No. 125269100 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Alan Fournier c/o Pennant Capital Management, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (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 2,818,130 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 2,818,130 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,818,130 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.12% 12. TYPE OF REPORTING PERSON IN ________________________________________________________________________________ CUSIP No. 125269100 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Pennant Capital Management, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (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 2,818,130 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 2,818,130 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,818,130 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.12% 12. TYPE OF REPORTING PERSON OO ________________________________________________________________________________ CUSIP No. 125269100 --------------------- Item 1(a). Name of Issuer: CF Industries Holdings, Inc. (CF) ____________________________________________________________________ Item 1(b). Address of Issuer's Principal Executive Offices: One Salem Lake Drive Long Grove, Illinois 60047 ____________________________________________________________________ Item 2(a). Name of Person Filing: Alan Fournier c/o Pennant Capital Management, LLC Pennant Capital Management, LLC ____________________________________________________________________ Item 2(b). Address of Principal Business Office, or if None, Residence: Alan Fournier c/o Pennant Capital Management, LLC 40 Main Street Chatham, NJ 07928 Pennant Capital Management, LLC 40 Main Street Chatham, NJ 07928 ____________________________________________________________________ Item 2(c). Citizenship: Alan Fournier - United States Citizen Pennant Capital Management, LLC - Delaware Limited Liability Company ____________________________________________________________________ Item 2(d). Title of Class of Securities: Common Stock, par value $0.01 per share ___________________________________________________________________ Item 2(e). CUSIP Number: 125269100 ____________________________________________________________________ Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [_] Broker or dealer registered under Section 15 of the Exchange Act. (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) [_] Investment company registered under Section 8 of the Investment Company Act. (e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 2,818,130 shares deemed beneficially owned by Alan Fournier; 2,818,130 shares deemed beneficially owned by Pennant Capital Management, LLC ______________________________________________________________________ (b) Percent of class: 5.12% beneficially deemed owned by Alan Fournier; 5.12% beneficially deemed owned by Pennant Capital Management, LLC ______________________________________________________________________ (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote Alan Fournier: 0 Pennant Capital Management, LLC: 0 (ii) Shared power to vote or to direct the vote Alan Fournier: 2,818,130 Pennant Capital Management, LLC: 2,818,130 (iii) Sole power to dispose or to direct the disposition of Alan Fournier: 0 Pennant Capital Management, LLC: 0 (iv) Shared power to dispose or to direct the disposition of Alan Fournier: 2,818,130 Pennant Capital Management, LLC: 2,818,130 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 [ ]. N/A Item 6. Ownership of More Than Five Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. N/A Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. N/A Item 8. Identification and Classification of Members of the Group. If a group has filed this schedule pursuant to s.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to s.240.13d-1(c) or s.240.13d-1(d), attach an exhibit stating the identity of each member of the group. N/A Item 9. Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. N/A Item 10. Certifications. By signing below the Reporting Persons certify that, to the best of their 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 such purpose or effect. 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. June 5, 2006 ---------------------------------------- (Date) PENNANT CAPITAL MANAGEMENT, LLC* By: /s/ Alan Fournier ----------------------------- Name: Alan Fournier Title: Managing Member ALAN FOURNIER* /s/ Alan Fournier ----------------------- Alan Fournier * The Reporting Persons specifically disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein. EXHIBIT A AGREEMENT The undersigned agree that this Schedule 13G dated May 24, 2006 relating to the Common Stock, par value $0.01 per share, of CF Industries Holdings, Inc. (CF) shall be filed on behalf of the undersigned. PENNANT CAPITAL MANAGEMENT, LLC By: /s/ Alan Fournier ------------------------- Name: Alan Fournier Title: Managing Member ALAN FOURNIER /s/ Alan Fournier ----------------------- Alan Fournier SK 03461 0001 673964 -----END PRIVACY-ENHANCED MESSAGE-----