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As Of Filer Filing For·On·As Docs:Size Issuer Agent 7/21/08 Breeden Capital Management LLC SC 13D/A 1:141K Acco Brands Corp RR Donnelley/FA Breeden Capital Partners LLC Breeden Partners (California) II L.P. Breeden Partners (California) L.P. Breeden Partners (Cayman) Ltd. Breeden Partners Holdco Ltd. Breeden Partners L.P. Richard C. Breeden |
Document/Exhibit Description Pages Size 1: SC 13D/A Schedule 13D Amendment No. 2 HTML 99K
Schedule 13D Amendment No. 2 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
ACCO Brands Corporation
(Name of Issuer) |
Common Stock, $0.01 par value
(Title of Class of Securities) |
(CUSIP Number) |
Norman J. Harrison
Breeden Capital Management LLC
100 Northfield Street
(203) 618-0065
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
(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-l(e), 240.13d-l(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)
Page 1 of 13
CUSIP No. 00081T108
1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Breeden Capital Management LLC |
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2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
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3. | SEC Use Only
|
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4. | Source of Funds (See Instructions)
AF |
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5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
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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
2,031,549 | ||
9. Sole Dispositive Power
0 | ||
10. Shared Dispositive Power
2,031,549 |
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,031,549 |
|||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
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13. | Percent of Class Represented by Amount in Row (11)
3.75% |
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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. |
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2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
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3. | SEC Use Only
|
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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
1,170,941 | ||
9. Sole Dispositive Power
0 | ||
10. Shared Dispositive Power
1,170,941 |
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,170,941 |
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12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
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13. | Percent of Class Represented by Amount in Row (11)
2.16% |
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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 (California) II L.P. |
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2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
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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
169,701 | ||
9. Sole Dispositive Power
0 | ||
10. Shared Dispositive Power
169,701 |
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
169,701 |
|||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|||
13. | Percent of Class Represented by Amount in Row (11)
0.31% |
|||
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 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
87,877 | ||
9. Sole Dispositive Power
0 | ||
10. Shared Dispositive Power
87,877 |
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
87,877 |
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12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
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13. | Percent of Class Represented by Amount in Row (11)
0.16% |
|||
14. | Type of Reporting Person (See Instructions)
PN |
Page 5 of 13
CUSIP No. 00081T108
1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Breeden Partners Holdco Ltd. |
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2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
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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
603,030 | ||
9. Sole Dispositive Power
0 | ||
10. Shared Dispositive Power
603,030 |
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
603,030 |
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12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
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13. | Percent of Class Represented by Amount in Row (11)
1.11% |
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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 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
603,030 | ||
9. Sole Dispositive Power
0 | ||
10. Shared Dispositive Power
603,030 |
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
603,030 |
|||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|||
13. | Percent of Class Represented by Amount in Row (11)
1.11% |
|||
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).
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
1,428,519 | ||
9. Sole Dispositive Power
0 | ||
10. Shared Dispositive Power
1,428,519 |
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,428,519 |
|||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
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13. | Percent of Class Represented by Amount in Row (11)
2.64% |
|||
14. | Type of Reporting Person (See Instructions)
OO |
Page 8 of 13
CUSIP No. 00081T108
1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
|
|||
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
2,031,549 | ||
9. Sole Dispositive Power
0 | ||
10. Shared Dispositive Power
2,031,549 |
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,031,549 |
|||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|||
13. | Percent of Class Represented by Amount in Row (11)
3.75% |
|||
14. | Type of Reporting Person (See Instructions)
IN |
Page 9 of 13
This Amendment No. 2 (the “Amendment”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on May 29, 2007 and amended on July 14, 2008 (the “Schedule 13D”), relating to the common stock, par value $0.01 per share (“Common Stock”) of ACCO Brands Corp., a Delaware corporation (the “Company”). Items 2 and 5 are hereby amended and restated.
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 (California) II L.P., a Delaware limited partnership (the “California II 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, the California II 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 California II 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 Walkers SPV Limited, Walker House, 87 Mary Street, George Town, Grand Cayman KY1-9002, 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, the California Fund and the California II 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 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 July 18, 2008, the Delaware Fund owned 87,877 shares of Common Stock both beneficially and as direct owner, representing approximately 0.16% of the outstanding shares of Common Stock; the California Fund owned 1,170,941 shares of Common Stock both beneficially and as direct owner, representing approximately 2.16% of the outstanding shares of Common Stock; the California II Fund owned 169,701 shares of Common Stock both beneficially and as direct owner, representing approximately 0.31% of the outstanding shares of Common Stock; and Holdco owned 603,030 shares of Common Stock both beneficially and as direct owner, representing approximately 1.11% of the outstanding shares of Common Stock. As of July 18, 2008, the 2,031,549 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 Advisor and Mr. Breeden, represent approximately 3.75% 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 54,162,391 shares outstanding, which is the total number of shares outstanding as reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008.
For purposes of disclosing the number of Common Shares beneficially owned by each of the Reporting Persons, the General Partner, as general partner of the Delaware Fund, the California Fund and the California II Fund, may be deemed to own beneficially (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) all the Common Shares that are owned beneficially and directly by the Delaware Fund, the California Fund and the California II Fund. 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 all the Common Shares 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 the Common Shares that are owned beneficially and directly by Holdco. The Delaware Fund, the California Fund and Holdco each disclaims beneficial ownership of the Common Shares held directly by the others.
Page 10 of 13
(c) Except as set forth above or in the attached Schedule I, no Reporting Person has effected any transaction in shares of Common Stock since the date of filing of Amendment No. 1 to this Schedule 13D.
(d) Not applicable.
(e) As of July 18, 2008, none of the Reporting Persons beneficially owns more than five percent of the Common Stock.
Page 11 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: July 21, 2008
BREEDEN PARTNERS L.P. | BREEDEN PARTNERS HOLDCO LTD. | |||||||
By: | Breeden Capital Partners LLC, | |||||||
General Partner | By: | |||||||
Richard C. Breeden | ||||||||
By: | Key Principal | |||||||
Richard C. Breeden | ||||||||
Managing Member | ||||||||
BREEDEN CAPITAL PARTNERS LLC | ||||||||
BREEDEN PARTNERS (CALIFORNIA) L.P. | By: | |||||||
Richard C. Breeden | ||||||||
By: | Breeden Capital Partners LLC, | Managing Member | ||||||
General Partner | ||||||||
By: | BREEDEN CAPITAL MANAGEMENT LLC | |||||||
Richard C. Breeden | ||||||||
Managing Member | By: | |||||||
Richard C. Breeden | ||||||||
Managing Member | ||||||||
BREEDEN PARTNERS (CALIFORNIA) II L.P. | ||||||||
By: | Breeden Capital Partners LLC, | BREEDEN PARTNERS (CAYMAN) LTD. | ||||||
General Partner | ||||||||
By: | By: | |||||||
Richard C. Breeden | Richard C. Breeden | |||||||
Managing Member | Key Principal | |||||||
Richard C. Breeden |
Page 12 of 13
Schedule I
TRANSACTIONS BY THE REPORTING PERSONS
The following table sets forth all transactions with respect to shares of Common Stock effected since the filing of Amendment No. 1 to this Schedule 13D by any of the Reporting Persons. All such transactions were effected in the open market.
Transaction Date |
Transactions for the |
Transactions for the |
Transactions for the |
Transactions for the |
Price per Share | ||||||
7/14/2008 |
Sold 1,285 | Sold 17,118 | Sold 2,481 | Sold 8,816 | $ | 8.4048 | |||||
7/15/2008 |
Sold 19,207 | Sold 255,912 | Sold 37,087 | Sold 131,794 | $ | 7.9564 | |||||
7/16/2008 |
Sold 2,163 | Sold 28,819 | Sold 4,176 | Sold 14,842 | $ | 7.9519 | |||||
7/17/2008 |
Sold 46,827 | Sold 623,931 | Sold 90,421 | Sold 321,321 | $ | 7.9175 | |||||
7/18/2008 |
Sold 32,443 | Sold 432,284 | Sold 62,647 | Sold 222,626 | $ | 7.9000 |
Page 13 of 13
This ‘SC 13D/A’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 7/21/08 | |||
7/18/08 | ||||
7/17/08 | ||||
7/14/08 | SC 13D/A | |||
3/31/08 | 10-Q, 13F-HR, DEF 14A, DEFA14A | |||
5/29/07 | SC 13D | |||
List all Filings |