SC 13D/A 1 d679736dsc13da.htm AMENDMENT NO. 4 TO SCHEDULE 13D Amendment No. 4 to Schedule 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

 

Beam Inc.

(Name of Issuer)

 

 

Common Stock, par value $3.125 per share

(Title of Class of Securities)

073730103

(CUSIP Number)

Roy J. Katzovicz, Esq.

Pershing Square Capital Management, L.P.

888 Seventh Avenue, 42nd Floor

New York, New York 10019

212-813-3700

 

 

with a copy to:

Robert A. Profusek

Jones Day

222 East 41st Street

New York, New York 10007

212-326-3939

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

February 14, 2014

(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 Rule 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. 073730103   SCHEDULE 13D   Page 2

 

  1.   

NAME OF REPORTING PERSON

 

    Pershing Square Capital Management, L.P.

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  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)  ¨

 

    

  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

 

    11,668,545

      9.     

SOLE DISPOSITIVE POWER

 

    -0-

    10.     

SHARED DISPOSITIVE POWER

 

    11,668,545

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    11,668,545

12.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ¨

 

    

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    7.1%(1)

14.  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    IA

 

(1) This calculation is based on 165,233,644 shares of Common Stock, par value $3.125 per share (“Common Stock”), of Beam, Inc. (the “Issuer”) outstanding as of January 30, 2014 as disclosed in the Issuer’s Preliminary Proxy Statement (the “Preliminary Proxy Statement”) filed with the U.S. Securities and Exchange Commission on February 4, 2014.


CUSIP NO. 073730103   SCHEDULE 13D   Page 3

 

  1.   

NAME OF REPORTING PERSON

 

    PS Management GP, LLC

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  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)  ¨

 

    

  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

 

    11,668,545

      9.     

SOLE DISPOSITIVE POWER

 

    -0-

    10.     

SHARED DISPOSITIVE POWER

 

    11,668,545

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    11,668,545

12.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ¨

 

    

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    7.1%(2)

14.  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    OO

 

(2) This calculation is based on 165,233,644 shares of Common Stock outstanding as of January 30, 2014 as disclosed in the Preliminary Proxy Statement.


CUSIP NO. 073730103   SCHEDULE 13D   Page 4

 

  1  

NAME OF REPORTING PERSON

 

    William A. Ackman

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  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)  ¨

 

    

  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    U.S.A.

NUMBER OF

SHARES

 BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7.     

SOLE VOTING POWER

 

    -0-

      8.     

SHARED VOTING POWER

 

    11,668,545

      9.     

SOLE DISPOSITIVE POWER

 

    -0-

    10.     

SHARED DISPOSITIVE POWER

 

    11,668,545

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    11,668,545

12.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ¨

 

    

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    7.1%(3)

14.  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    IN

 

(3) This calculation is based on 165,233,644 shares of Common Stock outstanding as of January 30, 2014 as disclosed in the Preliminary Proxy Statement.


CUSIP NO. 073730103   SCHEDULE 13D   Page 5

 

ITEM 1. SECURITY AND ISSUER

Item 1 of the Schedule 13D is hereby amended and restated as follows:

This Amendment No. 4 (this “Amendment No. 4”) amends and supplements the statement on Schedule 13D filed on October 8, 2010 (the “Original 13D”), as amended and supplemented by amendment No. 1 (“Amendment No. 1”), filed on August 10, 2011, amendment No. 2 (“Amendment No. 2”), filed on January 3, 2013, and amendment No. 3 (“Amendment No. 3”), filed on January 31, 2014 (the Original 13D as amended and supplemented by Amendment No. 1, Amendment No. 2, Amendment No. 3 and this Amendment No. 4, the “Schedule 13D”), by (i) Pershing Square Capital Management, L.P., a Delaware limited partnership (“Pershing Square”), (ii) PS Management GP, LLC, a Delaware limited liability company (“PS Management”) and (iii) William A. Ackman, a citizen of the United States of America (together with Pershing Square and PS Management, the “Reporting Persons”), relating to the Common Stock, par value $3.125 per share (the “Common Stock”), of Beam, Inc., a Delaware corporation (the “Issuer”), the successor to Fortune Brands, Inc. (“Fortune Brands”). On or about October 4, 2011, the Issuer changed its name and CUSIP number pursuant to a merger between the Issuer, a wholly owned subsidiary of Fortune Brands, and Fortune Brands, with the Issuer continuing as the surviving corporation in the merger. The principal executive offices of the Issuer are located at: 510 Lake Cook Road, Deerfield, Illinois 60015. Capitalized terms used herein but not defined herein shall have the meaning set forth in the Schedule 13D.

As of February 18, 2014, the Reporting Persons beneficially owned an aggregate of 11,668,545 shares of Common Stock, representing approximately 7.1% of the outstanding shares of Common Stock of the Issuer.

 

ITEM 4. PURPOSE OF TRANSACTION

Item 4 of the Schedule 13D is amended and supplemented to include the information included in Exhibit 99.1 hereto.

 

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Items 5(a) and (b) of the Schedule 13D are hereby amended and supplemented by adding the following information:

(a), (b)

Based upon disclosure in the Issuer’s Preliminary Proxy Statement filed with the U.S. Securities and Exchange Commission on February 4, 2014, there were 165,233,644 shares of the Common Stock outstanding as of January 30, 2014.

Based on the foregoing, the 11,668,545 shares of the Common Stock (the “Subject Shares”) beneficially owned by the Reporting Persons represent approximately 7.1% of the shares of the Common Stock issued and outstanding.

Pershing Square, as the investment adviser to the Pershing Square Funds, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. As the general partner of Pershing Square, PS Management may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. By virtue of William A. Ackman’s position as the Chief Executive Officer of Pershing Square and managing member of PS Management, William A. Ackman may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares and, therefore, William A. Ackman may be deemed to be the beneficial owner of the Subject Shares.

Item 5(c) of the Schedule 13D is hereby amended and supplemented by adding the following information:

(c)


CUSIP NO. 073730103   SCHEDULE 13D   Page 6

 

Exhibit 99.1, which is incorporated by reference into this Item 5(c) as if restated in full, describes all of the transactions in shares of Common Stock that were effected by the Reporting Persons since January 31, 2014. Except as set forth in Exhibit 99.1 attached hereto, and as set forth in Amendment No. 3, which disclosed the sale of 6,000,000 shares of Common Stock on January 30, 2014 and 1,300,000 shares of Common Stock on January 31, 2014, within the last 60 days, no reportable transactions were effected by any Reporting Person.

 

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Exhibit 99.1    Trading data.


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.

Date: February 18, 2014

 

PERSHING SQUARE CAPITAL MANAGEMENT, L.P.
By:   PS Management GP, LLC, its General Partner
By:  

/s/ William A. Ackman

  William A. Ackman
  Managing Member
PS MANAGEMENT GP, LLC
By:  

/s/ William A. Ackman

  William A. Ackman
  Managing Member

/s/ William A. Ackman

William A. Ackman