0000902664-13-003070.txt : 20130826 0000902664-13-003070.hdr.sgml : 20130826 20130826164842 ACCESSION NUMBER: 0000902664-13-003070 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130826 DATE AS OF CHANGE: 20130826 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DSW Inc. CENTRAL INDEX KEY: 0001319947 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-SHOE STORES [5661] IRS NUMBER: 310746639 STATE OF INCORPORATION: OH FISCAL YEAR END: 0129 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80829 FILM NUMBER: 131060698 BUSINESS ADDRESS: STREET 1: 810 DSW DRIVE CITY: COLUMBUS STATE: OH ZIP: 43219 BUSINESS PHONE: (614) 237-7100 MAIL ADDRESS: STREET 1: 810 DSW DRIVE CITY: COLUMBUS STATE: OH ZIP: 43219 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LONE PINE CAPITAL LLC CENTRAL INDEX KEY: 0001061165 IRS NUMBER: 061484476 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: TWO GREENWICH PLZ STREET 2: 2ND FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036181400 MAIL ADDRESS: STREET 1: TWO GREENWICH PLZ STREET 2: 2ND FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 SC 13G 1 p13-1639sc13g.htm DSW INC.

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.[__])*
 

DSW Inc.

(Name of Issuer)
 

Class A Common Shares

(Title of Class of Securities)
 

23334L102

(CUSIP Number)
 

August 16, 2013

(Date of Event Which Requires Filing of This Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨ Rule 13d-1(b)
X Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 8 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 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).

 

 
CUSIP No. 23334L10213GPage 2 of 8 Pages

 

1

NAME OF REPORTING PERSON

Lone Pine Capital LLC

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

2,045,064 Common Shares.

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,045,064 Common Shares.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,045,064 Common Shares.

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.6%

12

TYPE OF REPORTING PERSON

OO

         

 

 
CUSIP No. 23334L10213GPage 3 of 8 Pages

 

1

NAME OF REPORTING PERSON

Stephen F. Mandel, Jr.

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

2,045,064 Common Shares.

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,045,064 Common Shares.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,045,064 Common Shares.

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.6%

12

TYPE OF REPORTING PERSON

IN

         

 

 

 
CUSIP No. 23334L10213GPage 4 of 8 Pages

 

Item 1(a). NAME OF ISSUER
  DSW Inc. (the “Issuer”)
   

 

Item 1(b). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
 

810 DSW Drive

Columbus, OH 43219

 

   
Item 2(a). NAME OF PERSON FILING
 

This statement is filed by:

 

Lone Pine Capital LLC, a Delaware limited liability company (“Lone Pine Capital”), which serves as investment manager to Lone Spruce, L.P., a Delaware limited partnership (“Lone Spruce”), Lone Balsam, L.P., a Delaware limited partnership (“Lone Balsam”), Lone Sequoia, L.P., a Delaware limited partnership (“Lone Sequoia”), Lone Cascade, L.P., a Delaware limited partnership (“Lone Cascade”), Lone Sierra, L.P., a Delaware limited partnership (“Lone Sierra”), Lone Cypress, Ltd., a Cayman Islands exempted company (“Lone Cypress”), Lone Kauri, Ltd., a Cayman Islands exempted company (“Lone Kauri”) and Lone Monterey Master Fund, Ltd., a Cayman Islands exempted company (“Lone Monterey Master Fund”, and together with Lone Spruce, Lone Balsam, Lone Sequoia, Lone Cascade, Lone Sierra, Lone Cypress, Lone Kauri and Lone Monterey Master Fund, the “Lone Pine Funds”), with respect to the Common Shares directly held by each of the Lone Pine Funds; and

 

Stephen F. Mandel, Jr. (“Mr. Mandel”), the managing member of Lone Pine Managing Member LLC, which is the Managing Member of Lone Pine Capital, with respect to the Common Shares directly held by each of the Lone Pine Funds.

 

The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons”. Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

   

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
  The address of the business office of each of the Reporting Persons is Two Greenwich Plaza, Greenwich, Connecticut 06830.
   

 

  Item 2(c). CITIZENSHIP  
    Lone Pine Capital is a limited liability company organized under the laws of the State of Delaware.  Mr. Mandel is a United States citizen.  

 

Item 2(d).

 

TITLE OF CLASS OF SECURITIES

  Class A Common Shares  (the “Common Shares”)
   
       

 

 
CUSIP No. 23334L10213GPage 5 of 8 Pages

 

 

Item 2(e). CUSIP NUMBER
  23334L102
   

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act;
       
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
       
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
       
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
       
  (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
       
  (f) ¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
       
  (g) ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
       
  (h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
       
  (i) ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
       
  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
       
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________________

 

 

 
CUSIP No. 23334L10213GPage 6 of 8 Pages

 

 

Item 4. OWNERSHIP

 

 

 

 

 

 

 

 

 

 

 

 

 

A. Lone Pine Capital LLC and Stephen F. Mandel, Jr.

 

(a) Amount beneficially owned: 2,045,064 Common Shares

(b) Percent of class: 5.6%. The percentages set forth in this Item 4 and in the rest of this Schedule 13G are based upon a total of 36,498,681 Common Shares, reported to be outstanding by the Issuer as of August 5, 2013 in its Preliminary Proxy Statement on Form PRE 14A filed on August 9, 2013.

(c)(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 2,045,064 Common Shares

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 2,045,064 Common Shares

 

   

 

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
  Not applicable.
   

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
  Not applicable
   

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
  Not applicable
   

 

Item 9. NOTICE OF DISSOLUTION OF GROUP
  Not applicable
   

 

Item 10. CERTIFICATION

 

  Each of the Reporting Persons hereby makes the following certification:
   
  By signing below each Reporting Person certifies that, to the best of his or its 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. 23334L10213GPage 7 of 8 Pages

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: August 26, 2013

 

     
        
      By:  /s/ Stephen F. Mandel, Jr.
      Stephen F. Mandel, Jr., individually and as
      Managing Member of Lone Pine Managing Member LLC,  as Managing Member of Lone Pine Capital LLC
     
     
     

 

 

 
CUSIP No. 23334L10213GPage 8 of 8 Pages

 

EXHIBIT 1

JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)

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 agreements. 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 or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATE: August 26, 2013

 

     
        
      By:  /s/ Stephen F. Mandel, Jr.
      Stephen F. Mandel, Jr., individually and as
      Managing Member of Lone Pine Managing Member LLC,  as Managing Member of Lone Pine Capital LLC