- Amended Statement of Beneficial Ownership (SC 13D/A)
July 09 2010 - 4:38PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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_______________
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SCHEDULE
13D
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(Rule
13d-101)
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INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE
13d-2(a)
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Under
the Securities Exchange Act of 1934
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(Amendment
No. 2)
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Charles
River Laboratories International, Inc.
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(Name
of Issuer)
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Common
Stock, $0.01 par value per share
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(Title
of Class of Securities)
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(CUSIP
Number)
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Marc
Weingarten, Esq.
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Schulte
Roth & Zabel LLP
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919
Third Avenue
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New
York, New York 10022
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(Name,
Address and Telephone Number of Person
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Authorized
to Receive Notices and Communications)
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(Date
of Event which Requires
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Filing
of this Schedule)
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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. [ ]
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.
(Continued
on following pages)
(Page 1
of 4 Pages)
--------------------------
* 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. 159864107
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SCHEDULE
13D
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Page
2
of 4
Pages
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1
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NAME
OF REPORTING PERSON
JANA
PARTNERS LLC
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
¨
(b)
¨
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS*
AF
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
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¨
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
4,780,695
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8
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SHARED
VOTING POWER
-0-
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9
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SOLE
DISPOSITIVE POWER
4,780,695
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10
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SHARED
DISPOSITIVE POWER
-0-
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
4,780,695
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
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¨
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
7.2%
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14
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TYPE
OF REPORTING PERSON*
IA
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CUSIP
No. 159864107
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SCHEDULE
13D
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Page
3
of 4
Pages
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The
Schedule 13D filed on June 7, 2010 (the "Schedule 13D"), as amended by Amendment
No. 1 filed on June 16, 2010, by JANA Partners LLC, a Delaware limited liability
company (the "Reporting Person"), relating to the shares ("Shares") of common
stock, $0.01 par value per share, of Charles River Laboratories International,
Inc., a Delaware corporation (the "Issuer"), is hereby amended as set forth
below by this Amendment No. 2 to the Schedule 13D.
Item
2.
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IDENTITY
AND BACKGROUND.
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Paragraph
(a) of Item 3 of the Schedule 13D is being amended and restated as
follows:
(a) This
statement is filed by JANA Partners LLC, a Delaware limited liability company
(the "Reporting Person"). The Reporting Person is a private money management
firm which holds the Shares of the Issuer in various accounts under its
management and control, including but not limited to, 286,482 Shares (the "SP13
Shares") held in Segregated Portfolio 13 ("SP13"), a managed account for which
the Reporting Person serves as investment manager. The principals of the
Reporting Person are Barry Rosenstein and Gary Claar (the
"Principals").
Item
3.
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SOURCE
AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION.
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Item 3 of
the Schedule 13D is being amended and restated as follows:
The
4,780,695 Shares reported herein by the Reporting Person were acquired at an
aggregate purchase price of approximately $152.8 million. The Shares
beneficially owned by the Reporting Person were acquired with investment funds
in accounts under management.
Item
4.
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PURPOSE
OF TRANSACTION.
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Item 4 of
the Schedule 13D is being amended and supplemented by the addition of the
following:
On July
8, 2010, the Reporting Person sent a demand under Delaware law to the Issuer for
the Issuer's shareholder list as of the record date and related books and
records of the Issuer and may engage in discussions with such shareholders
including with the assistance of a proxy advisory firm.
Item
5.
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PURPOSE
OF TRANSACTION.
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Paragraphs
(a), (b) and (c) of Item C of the Schedule 13D is being amended and restated as
follows:
(a) The
aggregate percentage of Shares reported to be beneficially owned by the
Reporting Person is based upon 66,259,323 Shares outstanding, which is the total
number of Shares outstanding as of June 30, 2010 as reported in the Issuer's
Definitive Proxy Statement on Schedule 14A filed on July 1, 2010.
As of the
close of business on July 6, 2010, the Reporting Person may be deemed to
beneficially own 4,780,695 Shares constituting approximately 7.2% of the Shares
outstanding.
(b) The
Reporting Person has sole voting and dispositive powers over the 4,780,695
Shares, which powers are exercised by the Principals. Notwithstanding the
foregoing, pursuant to a Subadvisory Agreement with SP13, in certain
circumstances SP13 has the right to override the voting decisions made by the
Reporting Person with respect to securities held in SP13, including the SP13
Shares, and has the right to terminate its Subadvisory Agreement with the
Reporting Person.
(c) The
following transactions in the Shares were effected by the Reporting Person since
the most recent filing of Schedule 13D. All of the transactions in Shares listed
hereto were effected in open market purchases on the New York Stock Exchange
through various brokerage entities.
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Date
of Transaction
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Shares
Purchased
(Sold)
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Price
Per
Share
($)
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7/1/2010
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52,400
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$33.06
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7/1/2010
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70,600
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$33.42
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CUSIP
No. 159864107
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SCHEDULE
13D
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Page
4
of 4
Pages
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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.
Dated: July
9, 2010
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JANA
PARTNERS LLC
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/s/
Jennifer Fanjiang
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Name:
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Jennifer
Fanjiang
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Title:
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Deputy
General Counsel
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