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UNITED STATES SCHEDULE 13G Under the Securities Exchange Act of 1934 PACTIV CORPORATION COMMON STOCK, $0.01 PAR VALUE 695257105 January 22, 2010 Check the appropriate box to designate the rule pursuant to
which this Schedule is filed: [ ] Rule 13d-1(b) 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 the disclosures provided in a prior cover
page. The information required in 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). This statement is being filed by the following persons
with respect to the shares of common stock (Common Stock) of the Issuer
directly owned by Highfields Capital I LP (Highfields I), Highfields
Capital II LP (Highfields II) and Highfields Capital III L.P.
(Highfields III and, together with Highfields I and Highfields II, the
Funds): Highfields Capital Management LP, a Delaware limited
partnership (Highfields Capital Management) and investment manager to
each of the Funds; Highfields GP LLC, a Delaware limited liability company
(Highfields GP) and the General Partner of Highfields Capital
Management; Highfields Associates LLC, a Delaware limited liability
company (Highfields Associates) and the General Partner of the
Funds; Jonathon S. Jacobson, a Managing Member of Highfields GP
and a Senior Managing Member of Highfields Associates; Richard L. Grubman, a Managing Member of Highfields GP
and a Senior Managing Member of Highfields Associates; Highfields I, a Delaware limited partnership; Highfields II, a Delaware limited partnership;
and Highfields III, an exempted limited partnership organized
under the laws of the Cayman Islands. Highfields Capital Management,
Highfields GP, Highfields Associates, Mr. Jacobson, Mr. Grubman, Highfields I,
Highfields II and Highfields III are sometimes individually referred to herein
as a Reporting Person and collectively as the Reporting Persons. Address for Highfields Capital Management, Highfields GP,
Highfields Associates, Mr. Jacobson, Mr. Grubman, Highfields I and
Highfields II:
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
(Amendment No.
)*
(Name of
Issuer)
(Title of Class
of Securities)
(CUSIP Number)
(Date of Event Which Requires
Filing of this Statement)
[ x ] Rule
13d-1(c)
[ ] Rule 13d-1(d)
*
CUSIP No. 695257105
13G
Page 2 of 20 Pages
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
Highfields Capital Management LP
2.
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [
x ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5.
SOLE VOTING POWER
NUMBER OF
6,642,531
SHARES
6.
SHARED VOTING POWER
BENEFICIALLY
OWNED BY
0
EACH
7.
SOLE DISPOSITIVE POWER
REPORTING
PERSON
6,642,531
WITH
8.
SHARED DISPOSITIVE POWER
0
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
6,642,531
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
[ ]
(SEE INSTRUCTIONS)
11.
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
5.0%
12.
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
PN
CUSIP No. 695257105
13G
Page 3 of 20 Pages
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
Highfields GP LLC
2.
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [
x ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5.
SOLE VOTING POWER
NUMBER OF
6,642,531
SHARES
6.
SHARED VOTING POWER
BENEFICIALLY
OWNED BY
0
EACH
7.
SOLE DISPOSITIVE POWER
REPORTING
PERSON
6,642,531
WITH
8.
SHARED DISPOSITIVE POWER
0
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
6,642,531
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
[ ]
(SEE INSTRUCTIONS)
11.
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
5.0%
12.
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
OO
CUSIP No. 695257105
13G
Page 4 of 20 Pages
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
Highfields Associates LLC
2.
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [
x ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5.
SOLE VOTING POWER
NUMBER OF
6,642,531
SHARES
6.
SHARED VOTING POWER
BENEFICIALLY
OWNED BY
0
EACH
7.
SOLE DISPOSITIVE POWER
REPORTING
PERSON
6,642,531
WITH
8.
SHARED DISPOSITIVE POWER
0
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
6,642,531
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
[ ]
(SEE INSTRUCTIONS)
11.
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
5.0%
12.
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
OO
CUSIP No. 695257105
13G
Page 5 of 20 Pages
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
Jonathon S. Jacobson
2.
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [
x ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5.
SOLE VOTING POWER
NUMBER OF
6,642,531
SHARES
6.
SHARED VOTING POWER
BENEFICIALLY
OWNED BY
0
EACH
7.
SOLE DISPOSITIVE POWER
REPORTING
PERSON
6,642,531
WITH
8.
SHARED DISPOSITIVE POWER
0
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
6,642,531
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
[ ]
(SEE INSTRUCTIONS)
11.
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
5.0%
12.
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
IN
CUSIP No. 695257105
13G
Page 6 of 20 Pages
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
Richard L. Grubman
2.
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ x ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5.
SOLE VOTING POWER
NUMBER OF
6,642,531
SHARES
6.
SHARED VOTING POWER
BENEFICIALLY
OWNED BY
0
EACH
7.
SOLE DISPOSITIVE POWER
REPORTING
PERSON
6,642,531
WITH
8.
SHARED DISPOSITIVE POWER
0
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
6,642,531
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
[ ]
(SEE INSTRUCTIONS)
11.
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
5.0%
12.
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
IN
CUSIP No. 695257105
13G
Page 7 of 20 Pages
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
Highfields Capital I LP
2.
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ x ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5.
SOLE VOTING POWER
NUMBER OF
513,746
SHARES
6.
SHARED VOTING POWER
BENEFICIALLY
OWNED BY
0
EACH
7.
SOLE DISPOSITIVE POWER
REPORTING
PERSON
513,746
WITH
8.
SHARED DISPOSITIVE POWER
0
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
513,746
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
[ x ]
(SEE INSTRUCTIONS)
11.
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
0.4%
12.
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
PN
CUSIP No. 695257105
13G
Page 8 of 20 Pages
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
Highfields Capital II LP
2.
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ x ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5.
SOLE VOTING POWER
NUMBER OF
1,773,005
SHARES
6.
SHARED VOTING POWER
BENEFICIALLY
OWNED BY
0
EACH
7.
SOLE DISPOSITIVE POWER
REPORTING
PERSON
1,773,005
WITH
8.
SHARED DISPOSITIVE POWER
0
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,773,005
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
[ x ]
(SEE INSTRUCTIONS)
11.
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
1.3%
12.
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
PN
CUSIP No. 695257105
13G
Page 9 of 20 Pages
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
Highfields Capital III L.P.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ x ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
5.
SOLE VOTING POWER
NUMBER OF
4,355,780
SHARES
6.
SHARED VOTING POWER
BENEFICIALLY
OWNED BY
0
EACH
7.
SOLE DISPOSITIVE POWER
REPORTING
PERSON
4,355,780
WITH
8.
SHARED DISPOSITIVE POWER
0
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
4,355,780
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
[ x ]
(SEE INSTRUCTIONS)
11.
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
3.3%
12.
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
PN
CUSIP No. 695257105
13G
Page 10 of 20 Pages
Item 1 (a).
Name of Issuer:
Pactiv Corporation (the Issuer)
Item 1 (b).
Address of Issuers Principal Executive
Offices:
1900 West Field Court, Lake Forest, IL 60045
Item 2 (a).
Name of Person Filing:
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
(viii)
Item 2 (b).
Address of Principal Business Office or, if
None, Residence:
c/o Highfields Capital Management LP
John Hancock Tower
200 Clarendon Street, 59th Floor
Boston, Massachusetts 02116
CUSIP No. 695257105
13G
Page 11 of 20 Pages
Address for Highfields III: | |
c/o Goldman Sachs (Cayman) Trust, Limited | |
Suite 3307, Gardenia Court | |
45 Market Street, Camana Bay | |
P.O. Box 896 | |
Grand Cayman KY1-1103 | |
Cayman Islands | |
Item 2 (c). | Citizenship: |
Highfields Capital Management Delaware | |
Highfields GP Delaware | |
Highfields Associates Delaware | |
Jonathon S. Jacobson United States | |
Richard L. Grubman United States | |
Highfields I Delaware | |
Highfields II Delaware | |
Highfields III Cayman Islands | |
Item 2 (d). | Title of Class of Securities: |
Common Stock, $0.01 par value | |
Item 2 (e). | CUSIP Number: |
695257105 | |
Item 3. | Not applicable. |
CUSIP No. 695257105 | 13G | Page 12 of 20 Pages |
Item 4. | Ownership. |
For Highfields Capital Management, Highfields GP, Highfields Associates, Mr. Jacobson and Mr. Grubman:
(a) |
Amount beneficially owned: 6,642,531 shares of Common Stock | ||
(b) |
Percent of class: 5.0 % | ||
(c) |
Number of shares as to which such person has: | ||
(i) |
Sole power to vote or to direct the vote: 6,642,531 | ||
(ii) |
Shared power to vote or to direct the vote: 0 | ||
(iii) |
Sole power to dispose or to direct the disposition of: 6,642,531 | ||
(iv) |
Shared power to dispose or to direct the disposition of: 0 |
For Highfields I:
(a) | Amount beneficially owned: 513,746 shares of Common Stock | ||
(b) |
Percent of class: 0.4 % | ||
(c) |
Number of shares as to which such person has: | ||
(i) |
Sole power to vote or to direct the vote: 513,746 | ||
(ii) |
Shared power to vote or to direct the vote: 0 | ||
(iii) |
Sole power to dispose or to direct the disposition of: 513,746 | ||
(iv) |
Shared power to dispose or to direct the disposition of: 0 |
For Highfields II:
(a) | Amount beneficially owned: 1,773,005 shares of Common Stock | ||
(b) |
Percent of class: 1.3 % | ||
(c) |
Number of shares as to which such person has: | ||
(i) | Sole power to vote or to direct the vote: 1,773,005 |
CUSIP No. 695257105 | 13G | Page 13 of 20 Pages |
(ii) |
Shared power to vote or to direct the vote: 0 | |
(iii) |
Sole power to dispose or to direct the disposition of: 1,773,005 | |
(iv) |
Shared power to dispose or to direct the disposition of: 0 |
For Highfields III:
(a) | Amount beneficially owned: 4,355,780 shares of Common Stock | ||
(b) |
Percent of class: 3.3 % | ||
(c) |
Number of shares as to which such person has: | ||
(i) |
Sole power to vote or to direct the vote: 4,355,780 | ||
(ii) |
Shared power to vote or to direct the vote: 0 | ||
(iii) |
Sole power to dispose or to direct the disposition of: 4,355,780 | ||
(iv) |
Shared power to dispose or to direct the disposition of: 0 |
CUSIP No. 695257105 | 13G | Page 14 of 20 Pages |
Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable. | |
| |
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
| |
The shares of Common Stock beneficially owned by Highfields Capital Management, Highfields GP, Highfields Associates, Mr. Jacobson and Mr. Grubman are directly owned by the Funds. Highfields Capital Management serves as the investment manager to each of the Funds. Each of Highfields Capital Management, Highfields GP, Highfields Associates, Mr. Jacobson and Mr. Grubman has the power to direct the dividends from or the proceeds of the sale of the shares of Common Stock owned by the Funds. | |
| |
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
| |
Not applicable. | |
| |
Item 8. |
Identification and Classification of Members of the Group. |
| |
See Exhibit 2 attached hereto. | |
| |
Each Reporting Person disclaims beneficial ownership of the shares of Common Stock beneficially owned by the other Reporting Persons. | |
| |
Item 9. |
Notice of Dissolution of Group. |
| |
Not applicable. | |
| |
Item 10. |
Certification. |
| |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
CUSIP No. 695257105 | 13G | Page 15 of 20 Pages |
SIGNATURE
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.
February 1, 2010 | |
Date | |
HIGHFIELDS CAPITAL MANAGEMENT LP | |
By: Highfields GP LLC, its General Partner | |
/s/ Joseph F. Mazzella | |
Signature | |
Joseph F. Mazzella, Authorized Signatory | |
Name/Title | |
HIGHFIELDS GP LLC | |
/s/ Joseph F. Mazzella | |
Signature | |
Joseph F. Mazzella, Authorized Signatory | |
Name/Title | |
HIGHFIELDS ASSOCIATES LLC | |
/s/ Joseph F. Mazzella | |
Signature | |
Joseph F. Mazzella, Authorized Signatory | |
Name/Title | |
JONATHON S. JACOBSON | |
/s/ Joseph F. Mazzella | |
Signature | |
Joseph F. Mazzella, Authorized Signatory | |
Name/Title |
CUSIP No. 695257105 | 13G | Page 16 of 20 Pages |
RICHARD L. GRUBMAN | |
/s/ Joseph F. Mazzella | |
Signature | |
Joseph F. Mazzella, Authorized Signatory | |
Name/Title | |
HIGHFIELDS CAPITAL I LP | |
By: Highfields Associates LLC, its General | |
Partner | |
/s/ Joseph F. Mazzella | |
Signature | |
Joseph F. Mazzella, Authorized Signatory | |
Name/Title | |
HIGHFIELDS CAPITAL II LP | |
By: Highfields Associates LLC, its General | |
Partner | |
/s/ Joseph F. Mazzella | |
Signature | |
Joseph F. Mazzella, Authorized Signatory | |
Name/Title | |
HIGHFIELDS CAPITAL III L.P. | |
By: Highfields Associates LLC, its General | |
Partner | |
/s/ Joseph F. Mazzella | |
Signature | |
Joseph F. Mazzella, Authorized Signatory | |
Name/Title |
CUSIP No. 695257105 | 13G | Page 17 of 20 Pages |
EXHIBIT INDEX
Exhibit 1. | Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. |
Exhibit 2. | List of Members of Group |
CUSIP No. 695257105 | 13G | Page 18 of 20 Pages |
Exhibit 1
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe such information is inaccurate.
February 1, 2010 | |
Date | |
HIGHFIELDS CAPITAL MANAGEMENT LP | |
By: Highfields GP LLC, its General Partner | |
/s/ Joseph F. Mazzella | |
Signature | |
Joseph F. Mazzella, Authorized Signatory | |
Name/Title | |
HIGHFIELDS GP LLC | |
/s/ Joseph F. Mazzella | |
Signature | |
Joseph F. Mazzella, Authorized Signatory | |
Name/Title | |
HIGHFIELDS ASSOCIATES LLC | |
/s/ Joseph F. Mazzella | |
Signature | |
Joseph F. Mazzella, Authorized Signatory | |
Name/Title | |
JONATHON S. JACOBSON | |
/s/ Joseph F. Mazzella | |
Signature | |
Joseph F. Mazzella, Authorized Signatory | |
Name/Title |
CUSIP No. 695257105 | 13G | Page 19 of 20 Pages |
RICHARD L. GRUBMAN | |
/s/ Joseph F. Mazzella | |
Signature | |
Joseph F. Mazzella, Authorized Signatory | |
Name/Title | |
HIGHFIELDS CAPITAL I LP | |
By: Highfields Associates LLC, its General Partner | |
/s/ Joseph F. Mazzella | |
Signature | |
Joseph F. Mazzella, Authorized Signatory | |
Name/Title | |
HIGHFIELDS CAPITAL II LP | |
By: Highfields Associates LLC, its General Partner | |
/s/ Joseph F. Mazzella | |
Signature | |
Joseph F. Mazzella, Authorized Signatory | |
Name/Title | |
HIGHFIELDS CAPITAL III L.P. | |
By: Highfields Associates LLC, its General Partner | |
/s/ Joseph F. Mazzella | |
Signature | |
Joseph F. Mazzella, Authorized Signatory | |
Name/Title |
CUSIP No. 695257105 | 13G | Page 20 of 20 Pages |
Exhibit 2
Members of Group
Highfields Capital Management LP |
Highfields GP LLC |
Highfields Associates LLC |
Jonathon S. Jacobson |
Richard L. Grubman |
Highfields Capital I LP |
Highfields Capital II LP |
Highfields Capital III L.P. |