-----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, Ee2P2E0GaWAcdf/v4qgUw45ei13ZuHDfk+scjmsZdrVBPIk/5zYDzt7cDiO5/jkF Bs9FNZUnqEoOc5m9w8rP4A== 0000950137-06-002496.txt : 20060302 0000950137-06-002496.hdr.sgml : 20060302 20060302170834 ACCESSION NUMBER: 0000950137-06-002496 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060302 DATE AS OF CHANGE: 20060302 GROUP MEMBERS: LANE INDUSTRIES, INC. GROUP MEMBERS: LED I, LLC GROUP MEMBERS: LED II, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ACCO BRANDS CORP CENTRAL INDEX KEY: 0000712034 STANDARD INDUSTRIAL CLASSIFICATION: BLANKBOOKS, LOOSELEAF BINDERS & BOOKBINDING & RELATED WORK [2780] IRS NUMBER: 362704017 STATE OF INCORPORATION: DE FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34653 FILM NUMBER: 06660743 BUSINESS ADDRESS: STREET 1: 300 TOWER PARKWAY CITY: LINCOLNSHIRE STATE: IL ZIP: 60069 BUSINESS PHONE: 847-484-4800 MAIL ADDRESS: STREET 1: 300 TOWER PARKWAY CITY: LINCOLNSHIRE STATE: IL ZIP: 60069 FORMER COMPANY: FORMER CONFORMED NAME: ACCO WORLD CORP DATE OF NAME CHANGE: 19830106 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LANE INDUSTRIES INC /DE/ CENTRAL INDEX KEY: 0000941506 IRS NUMBER: 362668230 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1200SHERMER ROAD CITY: NORTHBROOK STATE: IL ZIP: 60062 BUSINESS PHONE: 8472915706 MAIL ADDRESS: STREET 1: 1200 SHERMER ROAD CITY: NORTHBROOK STATE: IL ZIP: 60062 SC 13D/A 1 c03039a2sc13dza.htm AMENDMENT TO SCHEDULE 13D sc13dza
 

 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

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 )*

ACCO BRANDS CORPORATION
(Name of Issuer)
Common Stock ($0.01 par value) and the associated preferred share purchase rights
(Title of Class of Securities)
000081T 10 8
(CUSIP Number)
Arthur Schiller
Lane Industries, Inc.
One Lane Center
Northbrook, Illinois 60062
(847) 291-5703
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 28, 2006
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 
 

Continued on following pages

(Page 1 of 6 Pages)


 

                     
CUSIP No.
 
000081T 10 8 
  Page  
  of   
6 Pages

 

           
1   NAMES OF REPORTING PERSONS:

Lane Industries, Inc., a Delaware corporation
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
    36-2668230
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Delaware
       
  7   SOLE VOTING POWER:
     
NUMBER OF   234,924 shares
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   7,979,613 shares
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   234,924 shares
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    7,979,613 shares
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  8,214,537 shares
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  15.50%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  CO/HC

 


 

                     
CUSIP No.
 
000081T 10 8 
  Page  
  of   
6 Pages

 

           
1   NAMES OF REPORTING PERSONS:

LED I, LLC, a Delaware limited liability company
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
    87-0754776
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Delaware
       
  7   SOLE VOTING POWER:
     
NUMBER OF   -0-
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   1,516,300 shares
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   -0-
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    1,516,300 shares
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  8,214,537 shares
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  15.50%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  OO

 


 

                     
CUSIP No.
 
000081T 10 8 
  Page  
  of   
6 Pages

 

           
1   NAMES OF REPORTING PERSONS:

LED II, LLC, a Delaware limited liability company
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
    87-0754777
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Delaware
       
  7   SOLE VOTING POWER:
     
NUMBER OF   -0-
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   6,463,313 shares
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   -0-
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    6,463,313 shares
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  8,214,537 shares
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  15.50%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  OO

 


 

Amendment No. 2 to Schedule 13D
     This Amendment No. 2 to Schedule 13D (this “Schedule”) is being filed jointly by Lane Industries, Inc., a Delaware corporation (“Lane”), LED I LLC, a Delaware limited liability company and wholly owned subsidiary of Lane (“LED I”), and LED II LLC, a Delaware limited liability company and wholly owned subsidiary of Lane (“LED II” and, together with LED I and Lane, the “Filing Parties”). This Schedule is being filed to report the sale of Common Stock by LED I and LED II and the previous exercise of options by James A. Miller, the former Chairman of General Binding Corporation, satisfied in shares of Common Stock held by Lane. Except as amended hereby, the original Schedule 13D filed by Lane on August 26, 2005, as amended by Amendment No. 1 to Schedule 13D filed on November 23, 2005, (the “Original 13D”), remains in full force and effect and shall be read together with this Amendment No. 2. Capitalized terms not defined herein shall have the meanings ascribed to them in the Original 13D.
Item 4. Purpose of the Transaction.
Item No. 4 is supplemented and amended as follows:
This Schedule is being filed pursuant to Rule 13d-1(e) under the Securities Exchange Act of 1934, as amended to report the disposition of Common Stock by LED I, LED II and Lane.
Item 5. Interest in Securities of the Issuer.
Item No. 5 is supplemented and amended as of March 2, 2006 as follows:
     According to the Issuer’s most recent Form 10-Q/A, as of January 31, 2006, approximately 52,988,297 shares of Common Stock were outstanding.
     (a) and (b) The Filing Parties in the aggregate may be deemed to beneficially own 8,214,537 shares of Common Stock. This number of shares equals 15.50% of the outstanding Common Stock. The Filing Parties in the aggregate may be deemed to have the shared power to vote or direct the vote of and to dispose of or direct the disposition of 8,214,537 shares of Common Stock, which represents approximately 15.50% of the voting power of the Common Stock.
     Lane may be deemed to beneficially own 8,214,537 shares of Common Stock by virtue of the 234,924 shares of Common Stock held directly by Lane and the 7,979,613 shares of Common Stock held directly by LED I and LED II, which entities Lane controls. This number of shares equals 15.50% of the outstanding Common Stock. Lane may be deemed to have the sole power to vote or direct the vote of and to dispose of or direct the disposition of 8,214,537 shares of Common Stock, which represents approximately 15.50% of the voting power of the Common Stock.
     LED I may be deemed to beneficially own 1,516,300 shares of Common Stock. This number of shares equals 2.86% of the outstanding Common Stock. LED I may be deemed to have the shared power to vote or direct the vote of and to dispose of or direct the disposition of 1,516,300 shares of Common Stock, which represents approximately 2.86% of the voting power of the Common Stock.
     LED II may be deemed to beneficially own 6,463,313 shares of Common Stock. This number of shares equals 12.20% of the outstanding Common Stock. LED II may be deemed to have the shared power to vote or direct the vote of and to dispose of or direct the disposition of 6,463,313 shares of Common Stock, which represents approximately 12.20% of the voting power of the Common Stock.

Page 5 of 6 Pages


 

     (c) On February 28, 2006, LED I sold 483,700 shares of Common Stock in an open market transaction exempt from the Securities Act of 1933, as amended (the “Securities Act”). The price per share for LED I’s sale was $22.80. The aggregate proceeds received by LED I upon this sale was $11,028,360.
     On February 28, 2006, LED II sold 1,000,000 shares of Common Stock in and open market transaction exempt from the Securities Act. The price per share for LED II’s sale was $22.80. The aggregate proceeds received by LED II upon this sale was $22,800,000.
     On January 23, 2006, James A. Miller, GBC’s former chairman, exercised options that were satisfied with 100,000 shares of Common Stock held by Lane. The exercise price of the options was $7.813 per share. As a result of the exercise of Mr. Miller’s option, the number of shares of Common Stock held by Lane was reduced by 100,000.
     (d) Pursuant to the Forward Contract, Deutsche Bank AG has, under certain specified conditions (including default by LED I of its obligations thereunder), the right to receive dividends from, and the proceeds from the sale of, the shares of Common Stock pledged by LED I with Deutsche Bank AG.
     (e) Not Applicable.
Item 7. Material to be Filed as Exhibits.
             
    Exhibit Number   Description
 
           
 
    99.1     Agreement and Plan of Merger, dated as of March 15, 2005, by and among Fortune Brands, Inc., ACCO World Corporation, Gemini Acquisition Sub, Inc. and General Binding Corporation (incorporated herein by reference to Annex A to the Issuer’s Amendment No. 2 to Registration Statement on Form S-4/A dated July 15, 2005)
 
           
 
    99.2     Registration Rights Agreement, dated as of March 15, 2005, by and between ACCO World Corporation and Lane Industries, Inc. (incorporated herein by reference to Exhibit 4.2 to the Issuer’s Amendment No. 1 to Registration Statement on Form S-4/A dated June 22, 2005)
 
           
 
    99.3     Affiliate Letter, dated as of August 2, 2005 between Lane Industries, Inc. and Acco World Corporation*
 
           
 
    99.4     Contribution Agreement dated as of November 9, 2005, by and among Lane Industries Inc., LED I LLC and LED II LLC**
 
           
 
    99.5     Confirmation Agreement dated as of November 21, 2005 between LED I LLC and Deutsche Bank AG**
 
           
 
    99.6     Joint Filing Agreement dated as of November 22, 2005 among Lane Industries Inc., LED I LLC and LED II LLC**
     * Previously filed with the Original 13D on August 26, 2005.
     * Previously filed with Amendment No. 1 to Schedule 13D on November 23, 2005. A complete copy of Exhibit 99.5 was filed separately with the Securities and Exchange Commission pursuant to an Application for Confidential Treatment. The confidential portions of Exhibit 99.5 have been omitted and are marked by an asterisk.

Page 6 of 6 Pages


 

SIGNATURES
     After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: March 2, 2006
         
  LANE INDUSTRIES, INC.
 
 
 
       
  By:   /s/ Arthur J. Schiller    
  Name:   Arthur J. Schiller   
  Title:   Senior Vice President, Secretary and General Counsel   

 


 

APPENDIX I
INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS OF LANE

INDUSTRIES, INC., LED I LLC and LED II LLC
The following table sets forth the name, business address and principal occupation or employment at the present time for each director and executive officer of the Filing Parties, Inc. Unless otherwise noted, each person is a citizen of the United States and each such person’s business address is 1200 Shermer Road, 4th Floor, Northbrook, IL 60062.
A. Lane Industries, Inc.
         
Name and Address   Title   Principal Occupation
 
       
Andrew N. Lane
  Director   Private Investor
19351 Highway 82
       
Carbondale, Co 81623
       
 
       
Jeffrey P. Lane
  Director   President, Bell Ranch
Bell Ranch
       
706 Mule Creek Drive
       
Solano, NM 87746
       
 
       
Nelson P. Lane
  Director   Private Investor
1286 Spring Creek Road
       
Silverthorne, CO 80498
       
 
       
Kenneth Aldridge
  Director   President, Aldridge Electric
Aldridge Electric
       
28572 N. Bradley Road
       
Libertyville, IL 60048
       
 
       
James Friedlieb
  Director   Partner, Arthur Andersen
Arthur Andersen
       
33 West Monroe Street
       
Chicago, IL 60603
       
 
       
Forrest M. Schneider
  Executive Officer   President and Chief
 
      Executive Officer of Lane
 
      Industries, Inc.
 
       
Arthur J. Schiller
  Executive Officer   Senior Vice President,
 
      Secretary & General Counsel
 
      of Lane Industries, Inc.
 
       
Richard R. Fabbrini
  Executive Officer   Senior Vice President and
 
      Chief Financial Officer of
 
      Lane Industries, Inc.

1


 

         
Jaime Knez
  Executive Officer   Vice President – Treasurer
 
      of Lane Industries, Inc.
 
       
William M. Keating
  Executive Officer   Vice President of Lane
 
      Industries, Inc.
 
       
B. LED I LLC
       
 
       
Forrest M. Schneider
  Executive Officer   President
 
       
Richard R. Fabbrini
  Executive Officer   Vice President
 
       
William M. Keating
  Executive Officer   Vice President
 
       
Arthur J. Schiller
  Executive Officer   Secretary
 
       
Jaime Knez
  Executive Officer   Treasurer
 
       
C. LED II LLC
       
 
       
Forrest M. Schneider
  Executive Officer   President
 
       
Richard R. Fabbrini
  Executive Officer   Vice President
 
       
William M. Keating
  Executive Officer   Vice President
 
       
Arthur J. Schiller
  Executive Officer   Secretary
 
       
Jaime Knez
  Executive Officer   Treasurer
 
       

2

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