Schedule 13D

-----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, SKgdKae2bKgNzxy4PBJDcuZFl7pSjf/0hWWOYqjD0I6aHB56ZoWWgMvKnnkKmyRs Rqqru8gm9EDQ9l1ppNki3A== 0001193125-07-124758.txt : 20070529 0001193125-07-124758.hdr.sgml : 20070528 20070529162831 ACCESSION NUMBER: 0001193125-07-124758 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070529 DATE AS OF CHANGE: 20070529 GROUP MEMBERS: BREEDEN CAPITAL PARTNERS LLC GROUP MEMBERS: BREEDEN PARTNERS (CALIFORNIA) L.P. GROUP MEMBERS: BREEDEN PARTNERS (CAYMAN) LTD. GROUP MEMBERS: BREEDEN PARTNERS HOLDCO LTD. GROUP MEMBERS: BREEDEN PARTNERS L.P. GROUP MEMBERS: RICHARD C. BREEDEN 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-34653 FILM NUMBER: 07883992 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: Breeden Capital Management LLC CENTRAL INDEX KEY: 0001376259 IRS NUMBER: 113765220 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 100 NORTHFIELD STREET CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-618-0065 MAIL ADDRESS: STREET 1: 100 NORTHFIELD STREET CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

ACCO Brands Corporation

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

00081T108

(CUSIP Number)

Norman J. Harrison

Breeden Capital Management LLC

100 Northfield Street

Greenwich, Connecticut 06830

(203) 618-0065

copies to: Alexandra Poe, Esq.

Wilmer Cutler Pickering Hale and Dorr LLP

399 Park Avenue, New York, NY 10022

(212) 230-8800

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

May 17, 2007

(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. ¨

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)


CUSIP No. 00081T108


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

	Breeden Capital Management LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) ¨
	(b) x
3.	SEC Use Only

4.	Source of Funds (See Instructions)

	AF
5.	Check if Disclosure of Legal Proceedings 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

		5,239,000
		9. Sole Dispositive Power

		0
		10. Shared Dispositive Power

		5,239,000


11.	Aggregate Amount Beneficially Owned by Each Reporting Person

	5,239,000
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨

13.	Percent of Class Represented by Amount in Row (11)

	9.71%
14.	Type of Reporting Person (See Instructions)

	OO

Page 2 of 13


CUSIP No. 00081T108


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

	Breeden Partners (California) L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) ¨
	(b) x
3.	SEC Use Only

4.	Source of Funds (See Instructions)

	AF
5.	Check if Disclosure of Legal Proceedings 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

		3,360,778
		9. Sole Dispositive Power

		0
		10. Shared Dispositive Power

		3,360,778


11.	Aggregate Amount Beneficially Owned by Each Reporting Person

	3,360,778
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨

13.	Percent of Class Represented by Amount in Row (11)

	6.23%
14.	Type of Reporting Person (See Instructions)

	PN

Page 3 of 13


CUSIP No. 00081T108


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

	Breeden Partners L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) ¨
	(b) x
3.	SEC Use Only

4.	Source of Funds (See Instructions)

	AF
5.	Check if Disclosure of Legal Proceedings 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

		52,453
		9. Sole Dispositive Power

		0
		10. Shared Dispositive Power

		52,453


11.	Aggregate Amount Beneficially Owned by Each Reporting Person

	52,453
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨

13.	Percent of Class Represented by Amount in Row (11)

	0.097%
14.	Type of Reporting Person (See Instructions)

	PN

Page 4 of 13


CUSIP No. 00081T108


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

	Breeden Partners Holdco Ltd.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) ¨
	(b) x
3.	SEC Use Only

4.	Source of Funds (See Instructions)

	AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨

6.	Citizenship or Place of Organization

	Cayman Islands


Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power

		0
		8. Shared Voting Power

		1,825,769
		9. Sole Dispositive Power

		0
		10. Shared Dispositive Power

		1,825,769


11.	Aggregate Amount Beneficially Owned by Each Reporting Person

	1,825,769
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨

13.	Percent of Class Represented by Amount in Row (11)

	3.38%
14.	Type of Reporting Person (See Instructions)

	OO

Page 5 of 13


CUSIP No. 00081T108


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

	Breeden Partners (Cayman) Ltd.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) ¨
	(b) x
3.	SEC Use Only

4.	Source of Funds (See Instructions)

	AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨

6.	Citizenship or Place of Organization

	Cayman Islands


Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power

		0
		8. Shared Voting Power

		1,825,769
		9. Sole Dispositive Power

		0
		10. Shared Dispositive Power

		1,825,769


11.	Aggregate Amount Beneficially Owned by Each Reporting Person

	1,825,769
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨

13.	Percent of Class Represented by Amount in Row (11)

	3.38%
14.	Type of Reporting Person (See Instructions)

	OO

Page 6 of 13


CUSIP No. 00081T108


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

	Breeden Capital Partners LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) ¨
	(b) x
3.	SEC Use Only

4.	Source of Funds (See Instructions) AF


5.	Check if Disclosure of Legal Proceedings 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

		5,239,000
		9. Sole Dispositive Power

		0
		10. Shared Dispositive Power

		5,239,000


11.	Aggregate Amount Beneficially Owned by Each Reporting Person

	5,239,000
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨

13.	Percent of Class Represented by Amount in Row (11)

	9.71%
14.	Type of Reporting Person (See Instructions)

	OO

Page 7 of 13


CUSIP No. 00081T108


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

	Richard C. Breeden
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) ¨
	(b) x
3.	SEC Use Only

4.	Source of Funds (See Instructions)

	AF
5.	Check if Disclosure of Legal Proceedings 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

		0
		8. Shared Voting Power

		5,239,000
		9. Sole Dispositive Power

		0
		10. Shared Dispositive Power

		5,239,000


11.	Aggregate Amount Beneficially Owned by Each Reporting Person

	5,239,000
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨

13.	Percent of Class Represented by Amount in Row (11)

	9.71%
14.	Type of Reporting Person (See Instructions)

	IN

Page 8 of 13

ITEM 1.

SECURITY AND ISSUER.

The title and class of equity security to which this Statement on Schedule 13D relates is the common stock, par value $0.01 per share (“Common Stock”), of ACCO Brands Corp., a Delaware corporation (the “Company”). The mailing address of the Company’s principal executive offices is 300 Tower Parkway, Lincolnshire, Illinois 60069.

ITEM 2.

IDENTITY AND BACKGROUND.

This Statement is being filed by and on behalf of Breeden Partners L.P., a Delaware limited partnership (the “Delaware Fund”); Breeden Partners (California) L.P., a Delaware limited partnership (the “California Fund”); Breeden Partners Holdco Ltd., a Cayman Islands exempt limited company (“Holdco”), Breeden Partners (Cayman) Ltd., a Cayman Islands exempt limited company (“BPC”) (together with Holdco, the “Offshore Investors Fund”); Breeden Capital Partners LLC, a Delaware limited liability company (the “General Partner”); Breeden Capital Management LLC, a Delaware limited liability company (the “Advisor”); and Richard C. Breeden, a citizen of the United States of America (“Mr. Breeden”). The Delaware Fund, the California Fund and the Offshore Investors Fund are herein sometimes referred to collectively as the “Fund.” The Fund, the General Partner, the Advisor and Mr. Breeden are herein sometimes referred to collectively as the “Reporting Persons.”

The address of the principal office of each of the Delaware Fund, the California Fund, the General Partner, the Advisor and Mr. Breeden is 100 Northfield Street, Greenwich, CT 06830. The address of the registered office of Holdco and of BPC is c/o Bank of Bermuda (Cayman) Limited, P.O. Box 513GT, 2^nd Floor, Strathvale House, North Church Street, George Town, Cayman Islands. Mr. Breeden is the Managing Member of the General Partner and the Advisor.

The Fund is principally involved in the business of investing in securities. The General Partner is principally involved in the business of serving as the general partner of the Delaware Fund and the California Fund. The Advisor is principally involved in the business of providing investment advisory and investment management services to the Fund and, among other things, exercises all voting and other powers and privileges attributable to any securities held for the account of the Fund.

During the last five years, none of the Reporting Persons nor, to the best of their knowledge, any of their officers and directors, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

ITEM 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

The 5,239,000 shares of Common Stock reported herein by the Reporting Persons were acquired by the Reporting Persons for an aggregate purchase price of approximately $125,618,021. The shares of Common Stock that are reported on this Statement on Schedule 13D were acquired with investment capital of the Fund.

ITEM 4.

PURPOSE OF TRANSACTION.

The Reporting Persons have acquired the Company’s Common Stock for investment purposes because they believe that the shares of Common Stock are undervalued in the marketplace. Purchases of the Common Stock have been made in the Reporting Persons’ ordinary course of business and were not made for the purpose of acquiring control of the Company.

Except as set forth in this Item 4, none of the Reporting Persons has any present plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D. Representatives of the Reporting Persons have had conversations with the Company’s management. The Reporting Persons intend to continue to pursue ongoing discussions with the Company’s management and potentially with members of the Company’s board of directors. Discussions to date have related primarily to the business, financial performance, operations, and disclosure practices of the Company. As a result of the Reporting Persons’ ongoing review and evaluation of the business, they may also communicate with the board of directors and/or other shareholders from time to time with respect to operational, strategic, financial, governance or compensation matters, or otherwise encourage actions that the Reporting Persons believe in their discretion will enhance shareholder value.

The Reporting Persons intend to review their investment in the Company on a continuing basis. Depending on various factors including, without limitation, the Company’s financial position and strategic direction, the outcome of the discussions referenced above, actions taken by the Company’s board of directors, other investment opportunities available to the Reporting Persons, price levels of the shares, and conditions in the securities markets and the economy in general, the

Page 9 of 13

Reporting Persons may in the future acquire additional securities of the Company or dispose of some or all of the securities of the Company beneficially owned by them, or take any other actions with respect to their investment in the Company permitted by law, including any or all of the actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D.

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER.

(a)-(b) The responses of the Reporting Persons to Rows (7) through (13) on the cover pages of this Statement on Schedule 13D are incorporated herein by reference. As of the close of business on the date hereof, the Delaware Fund owned 52,453 shares of Common Stock both beneficially and as direct owner, representing approximately 0.097% of the outstanding shares of Common Stock; the California Fund owned 3,360,778 shares of Common Stock both beneficially and as direct owner, representing approximately 6.23% of the outstanding shares of Common Stock; and Holdco owned 1,825,769 shares of Common Stock both beneficially and as direct owner, representing approximately 3.38% of the outstanding shares of Common Stock. As of the date hereof, the 5,239,000 shares of Common Stock beneficially owned in the aggregate by the Fund, which shares of Common Stock may be deemed to be beneficially owned by the General Partner, the Advisor and Mr. Breeden, represent approximately 9.71% of the Company’s outstanding shares of Common Stock. All percentages set forth in this paragraph relating to beneficial ownership of Common Stock are based upon 53,964,343 shares outstanding, which is the total number of shares outstanding as reported in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2007.

For purposes of disclosing the number of shares of Common Stock beneficially owned by each of the Reporting Persons, the General Partner, as general partner of the Delaware Fund and the California Fund and affiliate of the Advisor, the Advisor, as the investment manager for the Fund, and Mr. Breeden, as Managing Member of the Advisor and the General Partner, and as the Key Principal of the Offshore Investors Fund, may be deemed to own beneficially (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) all shares of the Common Stock that are owned beneficially and directly by the Fund. Each of the General Partner, the Advisor and Mr. Breeden disclaims beneficial ownership of such shares for all other purposes. BPC may be deemed to own beneficially all shares of the Common Stock that are owned beneficially and directly by Holdco. The Delaware Fund, the California Fund and Holdco and BPC each disclaims beneficial ownership of the shares of Common Stock held directly by the others.

(c) Except as set forth above or in the attached Schedule I, no Reporting Person has effected any transaction in shares of Common Stock during the 60 days preceding the date hereof.

(d) Not applicable.

(e) Not applicable.

ITEM 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Except as set forth herein, there are no contracts, understandings or relationships among the persons named in Item 2 or between such persons and any other person with respect to the Common Stock.

ITEM 7.

MATERIALS TO BE FILED AS EXHIBITS.


EXHIBIT 1.		Agreement as to Joint Filing of Schedule 13D, dated May 29, 2007, by and among the Delaware Fund, the California Fund, Holdco, BPC, the General Partner, the Advisor and Mr. Breeden.

Page 10 of 13

SIGNATURES

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

Dated: May 29, 2007


BREEDEN PARTNERS L.P.

By:		Breeden Capital Partners LLC,
		General Partner

By:		/s/ Richard C. Breeden
		Richard C. Breeden
		Managing Member

BREEDEN PARTNERS (CALIFORNIA) L.P.

By:		Breeden Capital Partners LLC,
		General Partner

By:		/s/ Richard C. Breeden
		Richard C. Breeden
		Managing Member

BREEDEN PARTNERS HOLDCO LTD.

By:		/s/ Richard C. Breeden
		Richard C. Breeden
		Key Principal

BREEDEN CAPITAL PARTNERS LLC

By:		/s/ Richard C. Breeden
		Richard C. Breeden
		Managing Member

BREEDEN CAPITAL MANAGEMENT LLC

By:		/s/ Richard C. Breeden
		Richard C. Breeden
		Managing Member

BREEDEN PARTNERS (CAYMAN) LTD.

By:		/s/ Richard C. Breeden
		Richard C. Breeden
		Key Principal

		/s/ Richard C. Breeden
		Richard C. Breeden

Page 11 of 13

Schedule I

TRANSACTIONS DURING THE PAST 60 DAYS BY THE REPORTING PERSONS

The following table sets forth all transactions with respect to shares of Common Stock effected during the past 60 days by any of the Reporting Persons. All such transactions were effected in the open market.


Transaction Date	Shares Purchased for the Account of the Delaware Fund	Shares Purchased for the Account of the California Fund	Shares Purchased for the Account of Holdco	Price per Share
3/30/2007	1,408	84,619	48,973	$	24.01
4/2/2007	1,563	94,023	54,414	$	24.18
4/3/2007	1,387	83,429	48,284	$	24.57
4/4/2007	697	41,934	24,269	$	25.00
4/5/2007	1,298	78,101	45,201	$	25.24
4/9/2007	2,084	125,363	72,553	$	25.16
4/10/2007	1,824	109,692	63,484	$	25.17
4/11/2007	3,127	188,043	108,830	$	24.95
4/12/2007	1,304	78,351	45,345	$	24.86
4/13/2007	2,867	172,373	99,760	$	24.80
4/16/2007	1,000	60,174	34,826	$	24.89
4/19/2007	792	47,638	27,570	$	24.49
4/20/2007	521	31,341	18,138	$	24.42
4/23/2007	1,303	78,352	45,345	$	24.36
4/24/2007	521	31,341	18,138	$	24.35
4/25/2007	521	31,341	18,138	$	24.30
4/26/2007	331	19,933	11,536	$	24.11
4/27/2007	1,232	74,089	42,879	$	23.99
4/30/2007	521	31,341	18,138	$	23.86
5/1/2007	261	15,670	9,069	$	23.80
5/2/2007	521	31,341	18,138	$	22.94
5/17/2007	3,647	219,384	126,969	$	22.85
5/18/2007	5,471	329,076	190,453	$	23.02
5/21/2007	521	31,341	18,138	$	23.34
5/22/2007	1,126	67,696	39,178	$	23.34
5/23/2007	8,125	609,021	282,854	$	23.60
5/24/2007	2,541	190,489	88,470	$	23.96
5/25/2007	2,151	161,188	74,861	$	24.30
5/29/2007	1,103	82,692	38,405	$	24.43

Page 12 of 13

Exhibit 1

Agreement of Joint Filing

Pursuant to 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13D (the “Statement”) to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them.

IN WITNESS WHEREOF, the undersigned have executed this Agreement.

Dated: May 29, 2007


BREEDEN PARTNERS L.P.

By:		Breeden Capital Partners LLC,
		General Partner

By:		/s/ Richard C. Breeden
		Richard C. Breeden
		Managing Member

BREEDEN PARTNERS (CALIFORNIA) L.P.

By:		Breeden Capital Partners LLC,
		General Partner

By:		/s/ Richard C. Breeden
		Richard C. Breeden
		Managing Member

BREEDEN PARTNERS HOLDCO LTD.

By:		/s/ Richard C. Breeden
		Richard C. Breeden
		Key Principal

BREEDEN CAPITAL PARTNERS LLC

By:		/s/ Richard C. Breeden
		Richard C. Breeden
		Managing Member

BREEDEN CAPITAL MANAGEMENT LLC

By:		/s/ Richard C. Breeden
		Richard C. Breeden
		Managing Member

BREEDEN PARTNERS (CAYMAN) LTD.

By:		/s/ Richard C. Breeden
		Richard C. Breeden
		Key Principal

		/s/ Richard C. Breeden
		Richard C. Breeden

Page 13 of 13

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