SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Zoetis Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
98978V103
(CUSIP Number)
Halit Coussin
Steve Milankov
Pershing
Square Capital Management, L.P.
888 Seventh Avenue, 42nd Floor
New York, New York 10019
(212) 813-3700
With a
copy to:
Alan Sinsheimer
Sullivan & Cromwell LLP
125 Broad Street
New
York, New York 10004
(212) 558-4000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 10, 2015
(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 which 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 persons 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).
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1 |
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NAME OF
REPORTING PERSON Pershing Square Capital Management, L.P. |
2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) ¨ (b) ¨ |
3 |
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SEC USE ONLY
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO (See Item 3) |
5 |
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ |
6 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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7 |
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SOLE VOTING POWER
NONE |
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8 |
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SHARED VOTING POWER
41,823,145 |
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9 |
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SOLE DISPOSITIVE POWER
NONE |
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10 |
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SHARED DISPOSITIVE POWER
41,823,145 |
11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,823,145 |
12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
x |
13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 8.4%* |
14 |
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS) IA |
* |
This calculation is based on 500,664,819 shares of Common Stock, par value $0.01 per share (Common Stock), outstanding as of March 6, 2015 as reported in the Issuers Definitive Proxy
Statement filed on March 20, 2015. |
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1 |
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NAME OF
REPORTING PERSON PS Management GP, LLC |
2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) ¨ (b) ¨ |
3 |
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SEC USE ONLY
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO (See Item 3) |
5 |
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ |
6 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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7 |
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SOLE VOTING POWER
NONE |
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8 |
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SHARED VOTING POWER
41,823,145 |
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9 |
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SOLE DISPOSITIVE POWER
NONE |
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10 |
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SHARED DISPOSITIVE POWER
41,823,145 |
11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,823,145 |
12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
x |
13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 8.4%* |
14 |
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS) OO |
* |
This calculation is based on 500,664,819 shares of Common Stock outstanding as of March 6, 2015 as reported in the Issuers Definitive Proxy Statement filed on March 20, 2015. |
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1 |
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NAME OF
REPORTING PERSON William A. Ackman |
2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) ¨ (b) ¨ |
3 |
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SEC USE ONLY
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO (See Item 3) |
5 |
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ |
6 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION United States |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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7 |
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SOLE VOTING POWER
NONE |
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8 |
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SHARED VOTING POWER
41,823,145 |
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9 |
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SOLE DISPOSITIVE POWER
NONE |
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10 |
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SHARED DISPOSITIVE POWER
41,823,145 |
11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,823,145 |
12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
x |
13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 8.4%* |
14 |
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS) IN |
* |
This calculation is based on 500,664,819 shares of Common Stock outstanding as of March 6, 2015 as reported in the Issuers Definitive Proxy Statement filed on March 20, 2015. |
This amendment No. 3 to Schedule 13D relates to the Schedule 13D filed on November 12,
2014, as amended prior to the date of this amendment (as so amended, the Original 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 (together with Pershing Square and PS Management, the Reporting
Persons), relating to the common stock, par value $0.01 per share (the Common Stock), of Zoetis Inc., a Delaware corporation (the Issuer). Capitalized terms used but not defined in this amendment shall
have the meanings set forth in the Original Schedule 13D.
Item 1. Security and Issuer
The second paragraph of Item 1 of the Original Schedule 13D is hereby amended and restated to read in full as follows:
The Reporting Persons (as defined below) beneficially own 41,823,145 shares of Common Stock (the Subject Shares). The
number of shares of Common Stock beneficially owned by the Reporting Persons has not changed since the date this Schedule 13D was initially filed. However, the Issuer has repurchased shares of Common Stock since that date and, solely as a result of
those repurchases, the Subject Shares now represent a higher percentage of the outstanding shares of Common Stock than reported in that initial filing. Specifically, the Subject Shares now represent approximately 8.4% of the shares of Common Stock
outstanding, based on 500,664,819 shares of Common Stock outstanding as of March 6, 2015 as reported in the Issuers Definitive Proxy Statement filed on March 20, 2015.
Item 4. Purpose of Transaction
Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following information:
Pursuant to the February 3 Letter Agreement referred to in Item 6, the Issuer and Pershing Square have identified Paul M. Bisaro as a
mutually agreeable additional independent director to be added to the Issuers board of directors and its Compensation Committee immediately after the Issuers 2015 annual meeting. The Issuer and Pershing Square confirmed this in a letter
dated April 10, 2015 (the April 10 Letter), a copy of which is filed herewith as Exhibit 99.10 and is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits
Item 7 of the Original Schedule 13D is hereby amended and supplemented by adding a reference to the following exhibit:
Exhibit 99.10: April 10 Letter.
SIGNATURE
After reasonable inquiry and to the best of each of the undersigneds knowledge and belief, each of the undersigned certify that the
information set forth in this statement is true, complete and correct.
Dated: April 10, 2015
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PERSHING SQUARE CAPITAL
MANAGEMENT, L.P.
By: PS Management GP, LLC, its General Partner |
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By |
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/s/ William A. Ackman |
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William A. Ackman |
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Managing Member |
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PS MANAGEMENT GP, LLC |
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By |
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/s/ William A. Ackman |
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William A. Ackman |
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Managing Member |
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/s/ William A. Ackman |
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William A. Ackman |
INDEX TO EXHIBITS
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Exhibit Number |
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Description of Exhibits |
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Exhibit 99.1 |
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Joint Filing Agreement, dated as of November 11, 2014, among Pershing Square, PS Management and William A. Ackman.* |
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Exhibit 99.2 |
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Trading data.* |
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Exhibit 99.3 |
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Letter Agreement, dated October 1, 2014, among Pershing Square on behalf of the Pershing Square Funds and SHCM.* |
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Exhibit 99.4 |
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Form of Confirmation for Forward Purchase Contracts.* |
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Exhibit 99.5 |
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Form of Confirmation for Delayed Settlement Puts.* |
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Exhibit 99.6 |
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Form of Confirmation for Cash-Settled Swap Agreements.* |
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Exhibit 99.7 |
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Trading data.* |
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Exhibit 99.8 |
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February 3 Letter Agreement.* |
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Exhibit 99.9 Exhibit 99.10 |
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Trading data.*
April 10 Letter. |
Exhibit 99.10
Zoetis Inc.
April 10, 2015
Pershing Square Capital Management, L.P.
888 Seventh Avenue,
42nd Floor
New York, New York 10019
Attention: William A.
Ackman
Dear Bill:
We refer to our letter
agreement, dated February 3, 2015 (the Letter Agreement). Capitalized terms used herein are used as defined in the Letter Agreement.
You and the Company have agreed and hereby confirm that Paul M. Bisaro is the mutually agreeable Additional Independent Director referred to
in the Letter Agreement and, as contemplated by the Letter Agreement, (a) the Board of Directors will appoint Mr. Bisaro as a Director and as a member of the Compensation Committee of the Board of Directors effective immediately after the 2015
Annual Meeting for a term ending at the 2016 Annual Meeting and (b) the Company will include Mr. Bisaro on the slate of nominees recommended by the Board of Directors for a full term in the Companys proxy statement and on its proxy card
relating to the 2016 Annual Meeting, subject to Mr. Bisaro providing to the Company all information regarding Mr. Bisaro required to be included in a proxy statement filed pursuant to the proxy rules of the SEC and as required of any nominee by the
Bylaws.
Please confirm your understanding by signing where indicated below.
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ZOETIS INC. |
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By: |
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/s/ Juan Ramón Alaix |
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Name: Juan Ramón Alaix |
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Title: Chief Executive Officer |
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Confirmed: |
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PERSHING SQUARE CAPITAL MANAGEMENT, L.P. |
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By: |
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PS Management GP, LLC, its General Partner |
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By: |
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/s/ William A. Ackman |
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Name: William A. Ackman |
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Title: Managing Member |
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