0001140361-14-007341.txt : 20140214 0001140361-14-007341.hdr.sgml : 20140214 20140214112559 ACCESSION NUMBER: 0001140361-14-007341 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140214 DATE AS OF CHANGE: 20140214 GROUP MEMBERS: LEGG MASON CAPITAL MANAGEMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FOREST LABORATORIES INC CENTRAL INDEX KEY: 0000038074 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 111798614 STATE OF INCORPORATION: DE FISCAL YEAR END: 0913 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-30414 FILM NUMBER: 14612689 BUSINESS ADDRESS: STREET 1: 909 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212)421-7850 MAIL ADDRESS: STREET 1: 909 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Clearbridge Investments, LLC CENTRAL INDEX KEY: 0001348883 IRS NUMBER: 010846058 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 620 8TH AVENUE CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 800-691-6959 MAIL ADDRESS: STREET 1: 620 8TH AVENUE CITY: NEW YORK STATE: NY ZIP: 10018 FORMER COMPANY: FORMER CONFORMED NAME: Clearbridge Advisors, LLC DATE OF NAME CHANGE: 20061012 FORMER COMPANY: FORMER CONFORMED NAME: CAM North America, LLC DATE OF NAME CHANGE: 20060105 SC 13G/A 1 doc1.htm NONE Schedule 13G


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
 
Under the Securities Exchange Act of 1934
(Amendment No. 09)*
 
FOREST LABORATORIES INC 

(Name of Issuer)
 
Common Stock

(Title of Class of Securities)
 
345838106

(CUSIP Number)
 
December 31, 2013

(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
     x  Rule 13d-1(b)
 
     o  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 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.  345838106      
 
      
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 Clearbridge Investments, LLC
01-0846058
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a)   x
 (b)   o
   
3 SEC USE ONLY
  
  
   
4 CITIZENSHIP OR PLACE OF ORGANIZATION
  
 Delaware Limited Liability Corporation
    
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER
  
 20,921,199
   
6 SHARED VOTING POWER
  
 0
   
7 SOLE DISPOSITIVE POWER
  
 21,403,073
   
8 SHARED DISPOSITIVE POWER
  
 0
   
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
 21,403,073
   
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
 o
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
 7.94%
   
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  
 IA
 

FOOTNOTES
  
 
 
 

 
 
CUSIP No.  345838106      
 
      
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 Legg Mason Capital Management LLC
52-1268629
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a)   x
 (b)   o
   
3 SEC USE ONLY
  
  
   
4 CITIZENSHIP OR PLACE OF ORGANIZATION
  
 Maryland Limited Liability Corporation
    
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER
  
 1,076,433
   
6 SHARED VOTING POWER
  
 0
   
7 SOLE DISPOSITIVE POWER
  
 1,380,663
   
8 SHARED DISPOSITIVE POWER
  
 0
   
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
 1,380,663
   
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
 o
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
 .51%
   
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  
 IA
 

FOOTNOTES
  
 
 
 

 
 
Item 1.

 
(a)
Name of Issuer
 
 
Forest Laboratories Inc

 
(b)
Address of Issuer’s Principal Executive Offices
 
 
909 Third Avenue
New York, NY 10022

Item 2.

 
(a)
Name of Person Filing
 
 
ClearBridge Investments, LLC
Legg Mason Capital Management LLC

 
(b)
Address of Principal Business Office or, if none, Residence
 
 
620 8th Avenue
New York, NY 10018

100 International Drive
Baltimore, MD 21202

 
(c)
Citizenship
 
 
Delaware Limited Liability Corporation
Maryland Limited Liability Corporation

 
(d)
Title of Class of Securities
 
 
Common Stock

 
(e)
CUSIP Number
 
 
345838106

 
Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 
(a)
o
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 
(b)
o
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 
(c)
o
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 
(d)
o
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 
(e)
o
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 
(f)
o
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 
(g)
o
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 
(h)
o
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 
(i)
o
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 
(j)
o
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).

 
(k)
x
A group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

 
 
 

 
 
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: 22,783,736

 
(b)
Percent of class: 8.45

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

 
(i)
Sole power to vote or to direct the vote: 21,997,632

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

 
(iii)
Sole power to dispose or to direct the disposition of: 22,783,736

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

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 o .
 
N/A
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
N/A
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
 
N/A
 
Item 8.
Identification and Classification of Members of the Group
 
ClearBridge Investments, LLC
Legg Mason Capital Management LLC
 
Item 9.
Notice of Dissolution of Group
 
N/A
 
 
 

 
 
 
Item 10.
Certification
  
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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 my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
 ClearBridge Investments, LLC
 
    
Date: February 14, 2014
By:
/s/  Barbara Brooke Manning 
   Name: Barbara Brooke Manning 
   Title:  General Counsel & Chief Compliance Officer 
    
 
 
 
 Legg Mason Capital Management LLC
 
    
Date: February 14, 2014
By:
/s/  Barbara Brooke Manning 
   Name: Barbara Brooke Manning 
   Title:  General Counsel & Chief Compliance Officer 
    
 
Footnotes:

Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
 
 


EX-1. 2 misc1.htm MISCELLANEOUS EXHIBITS Unassociated Document
 
This Joint Filing Agreement confirms the agreement by and among the undersigned that the Schedule 13G is filed on behalf of (i) each member of the group identified in Item 8 and (ii) the other reporting person(s) identified in Item 6 that may be deemed to beneficially own more than five percent of the issuers outstanding equity securities.

Date: February 14, 2014

ClearBridge Investments, LLC


By
/s/ Barbara Brooke Manning
 
s/ Barbara Brooke Manning, General Counsel & Chief Compliance Officer
 
 
Date: February 14, 2014

Legg Mason Capital Management LLC


By
/s/ Barbara Brooke Manning
 
/s/ Barbara Brooke Manning, General Counsel & Chief Compliance Officer