Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
(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)
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 6) 1
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
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)
Authorized to Receive Notices and Communications)
January 24, 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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) for other parties to whom copies are to be
sent.
(Continued on following pages)
(Page 1 of 7 Pages)
| 1 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. |
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).
SCHEDULE 13D
| CUSIP No. 000081T 10 8 | 13D | Page 2 of 7 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 | 88,924 shares | ||||||||||
| SHARES | 8 | SHARED VOTING POWER: | |||||||||
| BENEFICIALLY | |||||||||||
| OWNED BY | 2,468,172 shares | ||||||||||
| EACH | 9 | SOLE DISPOSITIVE POWER: | |||||||||
| REPORTING | |||||||||||
| PERSON | 88,924 shares | ||||||||||
| WITH | 10 | SHARED DISPOSITIVE POWER: | |||||||||
| 2,468,172 shares | |||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||||||||
| 2,557,096 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): | ||||||||||
| 4.77% | |||||||||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||||||||
| CO/HC | |||||||||||
SCHEDULE 13D
| CUSIP No. 000081T 10 8 | 13D | Page 3 of 7 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 | 35,259 shares | ||||||||||
| EACH | 9 | SOLE DISPOSITIVE POWER: | |||||||||
| REPORTING | |||||||||||
| PERSON | -0- | ||||||||||
| WITH | 10 | SHARED DISPOSITIVE POWER: | |||||||||
| 35,259 shares | |||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||||||||
| 2,557,096 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): | ||||||||||
| 4.77% | |||||||||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||||||||
| OO | |||||||||||
SCHEDULE 13D
| CUSIP No. 000081T 10 8 | 13D | Page 4 of 7 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 | 2,432,913 shares | ||||||||||
| EACH | 9 | SOLE DISPOSITIVE POWER: | |||||||||
| REPORTING | |||||||||||
| PERSON | -0- | ||||||||||
| WITH | 10 | SHARED DISPOSITIVE POWER: | |||||||||
| 2,432,913 shares | |||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||||||||
| 2,557,096 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): | ||||||||||
| 4.77% | |||||||||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||||||||
| OO | |||||||||||
Amendment No. 6 to Schedule 13D
This Amendment No. 6 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 for the purpose of reporting the sale of shares of Common
Stock by LED I, which sales have resulted in the Filing Parties’ aggregate ownership of the
Issuer’s outstanding Common Stock falling below 5%.
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, Amendment No. 2 to Schedule
13D filed on March 2, 2006, Amendment No. 3 to Schedule 13D filed on March 20, 2006, Amendment No.
4 to Schedule 13D filed on September 28, 2006 and Amendment No. 5 to Schedule 13D filed on November
28, 2006 (the “Original 13D”), remains in full force and effect and shall be read together with
this Schedule. 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 that the Filing Parties’ aggregate ownership of the Issuer’s outstanding
Common Stock has fallen below 5% due to the transactions listed in Item 5 below.
Item 5. Interest in Securities of the Issuer.
Item No. 5 is supplemented and amended as follows:
According to the Issuer’s most recent Quarterly Report on Form 10-Q, as of November 1, 2006,
approximately 53,623,543 shares of Common Stock were outstanding.
(a) and (b) The Filing Parties in the aggregate may be deemed to beneficially own 2,557,096
shares of Common Stock. This number of shares equals 4.77% 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 2,557,096 shares of Common Stock, which
represents approximately 4.77% of the voting power of the Common Stock.
Lane may be deemed to beneficially own 2,557,096 shares of Common Stock by virtue of the
88,924 shares of Common Stock held directly by Lane and the 2,468,172 shares of Common Stock held
directly by LED I and LED II, which entities Lane controls. This number of shares equals 4.77% 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 2,557,096 shares of Common Stock, which
represents approximately 4.77% of the voting power of the Common Stock.
LED I may be deemed to beneficially own 35,259 shares of Common Stock. This number of shares
equals 0.07% 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 35,259 shares of Common Stock,
which represents approximately 0.07% of the voting power of the Common Stock.
LED II may be deemed to beneficially own 2,432,913 shares of Common Stock. This number of
shares equals 4.54% of the outstanding Common Stock. LED II may be deemed to have the shared power
Page 5 of 7
to vote or direct th
e vote of and to dispose of or direct the disposition of 2,432,913 shares
of Common Stock, which represents approximately 4.54% of the voting power of the Common Stock.
(c) On January 24, 2007, LED I sold a total of 110,000 shares of Common Stock in open market
transactions through a broker at an average price of per share of $24.9128. Attached hereto as
Appendix II is a detailed trade listing, indicating the number of shares and price.
On January 25, 2007, LED I sold a total of 40,000 shares of Common Stock in open market
transactions through a broker at an average price per share of $24.9298. Attached hereto as
Appendix II is a detailed trade listing, indicating the number of shares and price.
On January 25, 2007, LED I sold a total of 7,625 shares of Common Stock in open market
transactions through a broker at an average price per share of $24.7295. Attached hereto as
Appendix II is a detailed trade listing, indicating the number of shares and price.
(d) Not Applicable.
(e) As of January 24, 2007, the Filing Parties ceased to be the beneficial owners of more
than five percent of the shares of Common Stock outstanding and, as a result, the Filing Parties
ceased to be subject to beneficial ownership filing requirements under Section 13 of the Securities
Exchange Act of 1934, as amended. The Filing Parties do not intend to further amendment to this
Schedule to report future activity in the Common Stock, except as may be required by law.
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** | |
99.7
|
Underwriting Agreement dated September 21, 2006 among Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc., as representatives of the several underwriters, Acco Brands Corporation and the securityholders listed in Schedule B thereto**** | |
99.8
|
Lock-up Letter Agreement dated September 15, 2006 by Lane Industries, Inc. addressed to ACCO Brands Corporation, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc.**** |
Page 6 of 7
99.9
|
Lock-up Letter Agreement dated September 15, 2006 by LED I, LLC addressed to ACCO Brands Corporation, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc.**** | |
99.10
|
Lock-up Letter Agreement dated September 15, 2006 by LED II, LLC addressed to ACCO Brands Corporation, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc.**** |
| * | Previously filed with the Original 13D on August 26, 2005. | |
| ** | Previously filed with Amendment No. 3 to Schedule 13D on March 20, 2006. | |
| *** | Previously filed with Amendment No. 3 to Schedule 13D on March 20, 2006. | |
| **** | Previously filed with Amendment No. 4 to Schedule 13D on September 28, 2006 |
Page 7 of 7
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: January 26, 2007
| LANE INDUSTRIES, INC. |
||||
| By: | /s/ Arthur J. Schiller | |||
| Name: | Arthur J. Schiller | |||
| Title: | Secretary and General Counsel | |||
APPENDIX I
INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS OF LANE
INDUSTRIES, INC., LED I LLC and LED II LLC
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 |
||||
Nelson P. Lane
|
Director | Private Investor | ||
1286 Spring Creek Road Silverthorne, CO 80498 |
||||
James Friedlieb
|
Director | Partner, Arthur Andersen | ||
Arthur Andersen 33 West Monroe Street Chicago, IL 60603 |
||||
Harry Mosgrove
|
Director | Private Investor and Consultant | ||
8065 Iris Street Arvada, Colorado 80005 |
||||
Forrest M. Schneider
|
Executive Officer | President and Chief Executive Officer of Lane Industries, Inc. |
||
Arthur J. Schiller
|
Executive Officer | Secretary & General Counsel of Lane Industries, Inc. |
1
Richard R. Fabbrini
|
Executive Officer | Senior Vice President and Chief Financial Officer of Lane Industries, Inc. |
||
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
APPENDIX II
LED I SALES
On January 24, 2007, LED I LLC sold shares of Common Stock in open market transactions through a
broker. The total number of shares of Common Stock sold was 110,000 and the average price per
share was $24.9128. The following is a list of trades by LED I:
| Number of | ||||
| Shares Sold | Price Per Share | |||
100
|
$ | 24.81 | ||
300
|
$ | 24.84 | ||
1200
|
$ | 24.85 | ||
2000
|
$ | 24.86 | ||
3580
|
$ | 24.87 | ||
2520
|
$ | 24.88 | ||
8600
|
$ | 24.89 | ||
35100
|
$ | 24.90 | ||
12300
|
$ | 24.91 | ||
10500
|
$ | 24.92 | ||
20100
|
$ | 24.93 | ||
6500
|
$ | 24.94 | ||
700
|
$ | 24.95 | ||
300
|
$ | 24.96 | ||
300
|
$ | 24.97 | ||
2100
|
$ | 24.98 | ||
400
|
$ | 24.99 | ||
3400
|
$ | 25.00 | ||
On January 25, 2007, LED I LLC sold shares of Common Stock in open market transactions through
a broker. The total number of shares of Common Stock sold was 40,000 and the average price per
share was $24.9298. The following is a list of trades by LED I:
| Number of | ||||
| Shares Sold | Price Per Share | |||
100
|
$ | 25.01 | ||
4200
|
$ | 25.00 | ||
5100
|
$ | 24.99 | ||
1600
|
$ | 24.98 | ||
3100
|
$ | 24.97 | ||
3900
|
$ | 24.96 | ||
4500
|
$ | 24.95 | ||
1500
|
$ | 24.94 | ||
4500
|
$ | 24.93 | ||
3800
|
$ | 24.92 | ||
900
|
$ | 24.91 | ||
1100
|
$ | 24.90 | ||
200
|
$ | 24.81 | ||
800
|
$ | 24.80 | ||
1000
|
$ | 24.79 | ||
3
1000
|
$ | 24.78 | ||
200
|
$ | 24.77 | ||
400
|
$ | 24.75 | ||
300
|
$ | 24.74 | ||
400
|
$ | 24.73 | ||
1400
|
$ | 24.72 |
On January 26, 2007, LED I LLC sold shares of Common Stock in open market transactions through
a broker. The total number of shares of Common Stock sold was 7,625 and the average price per
share was $24.7295. The following is a list of trades by LED I:
| Number of | ||||
| Shares Sold | Price Per Share | |||
2800
|
$ | 24.75 | ||
1700
|
$ | 24.74 | ||
600
|
$ | 24.72 | ||
500
|
$ | 24.71 | ||
2025
|
$ | 24.70 | ||
4