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. 9)*
Canadian Pacific Railway Limited
(Name of Issuer)
Common Shares
(Title of Class of Securities)
13645T100
(CUSIP Number)
Roy J. Katzovicz, Esq.
Pershing Square Capital Management, L.P.
888 Seventh Avenue, 42nd Floor
New York, New York 10019
(212) 813-3700
with a copy to:
Alan J. Sinsheimer, Esq.
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)
June 3, 2013
(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 §§ 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).
CUSIP No. 13645T100 |
Page 2 of 8 Pages |
1 |
NAME OF REPORTING PERSON
Pershing Square Capital Management, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO (See Item 3) | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
24,159,888 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
24,159,888 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,159,888 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.8%(1) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA |
(1) | This calculation is based on 174,747,810 common shares, no par value (Common Shares), of Canadian Pacific Railway Limited (the Issuer) outstanding as of April 24, 2013 as reported in the Report of Foreign Issuer on Form 6-K, filed by the Issuer on April 24, 2013 (the 6-K). |
2
CUSIP No. 13645T100 |
Page 3 of 8 Pages |
1 |
NAME OF REPORTING PERSON
PS Management GP, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO (See Item 3) | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
24,159,888 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
24,159,888 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,159,888 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.8%(2) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
(2) | This calculation is based on 174,747,810 Common Shares outstanding as reported in the 6-K. |
3
CUSIP No. 13645T100 |
Page 4 of 8 Pages |
1 |
NAME OF REPORTING PERSON
Pershing Square GP, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO (See Item 3) | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
8,519,460 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
8,519,460 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,519,460 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) x
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%(3) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA |
(3) | This calculation is based on 174,747,810 Common Shares outstanding as reported in the 6-K. |
4
CUSIP No. 13645T100 |
Page 5 of 8 Pages |
1 |
NAME OF REPORTING PERSON
William A. Ackman | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO (See Item 3) | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A. | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
24,159,888 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
24,159,888 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,159,888 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.8%(4) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
(4) | This calculation is based on 174,747,810 Common Shares outstanding as reported in the 6-K. |
5
This Amendment No. 9 relates to the Schedule 13D filed on October 28, 2011 and amended on November 22, 2011, December 1, 2011, December 13, 2011, January 24, 2012, February 22, 2012, April 2, 2012, May 18, 2012 and January 3, 2013 (as so amended, the Original 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); (iii) Pershing Square GP, LLC, a Delaware limited liability company (Pershing Square GP); and (iv) William A. Ackman, a citizen of the United States of America (together with Pershing Square, PS Management and Pershing Square GP, the Reporting Persons) relating to common shares, without par value (the Common Shares), of Canadian Pacific Railway Limited, a corporation organized under the Canada Business Corporations Act (the Issuer). Capitalized terms used but not defined herein shall have the meaning set forth in the Original 13D.
Item 4. Purpose of the Transaction.
Item 4 of the Original 13D is amended and supplemented as follows:
On June 3, 2013, Pershing Square issued a press release that is filed as Exhibit 99.1 to Amendment No. 9 and is incorporated by reference into this Item 4 as if restated in full.
Item 7. Material to be Filed as Exhibits.
Exhibit |
Description | |
99.1 | Press release, dated June 3, 2013 |
6
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: June 3, 2013
PERSHING SQUARE CAPITAL MANAGEMENT, L.P. | ||
By: | PS Management GP, LLC, its General Partner | |
By: | /s/ William A. Ackman | |
Name: | William A. Ackman | |
Title: | Managing Member | |
PS MANAGEMENT GP, LLC | ||
By: | /s/ William A. Ackman | |
Name: | William A. Ackman | |
Title: | Managing Member | |
PERSHING SQUARE GP, LLC | ||
By: | /s/ William A. Ackman | |
Name: | William A. Ackman | |
Title: | Managing Member |
/s/ William A. Ackman |
William A. Ackman |
7
EXHIBIT INDEX
Exhibit |
Description | |
99.1 | Press release, dated June 3, 2013 |
8
Exhibit 99.1
Pershing Square Discloses Canadian Pacific Trading Plan
NEW YORK, June 3, 2013 Pershing Square Capital Management, L.P. announced today that it plans to sell up to seven million common shares of Canadian Pacific Railway Limited (TSX: CP; NYSE: CP). Pershing Square plans to limit these sales to unsolicited brokers transactions on the NYSE and the TSX in amounts that will not exceed 10% of the combined NYSE and TSX volume for the CP common shares on any day of trading. The sales will begin on or after June 10, 2013 and will likely be completed over the next six to twelve months.
Pershing Square CEO Bill Ackman said: Thanks to Hunter Harrisons and the CP teams performance over the last nearly one year, Canadian Pacifics share price has more than tripled since we first invested in CP. As a result, our stake in CP has grown to approximately 26% of the combined assets of our funds. Given that increased concentration, portfolio management considerations have driven our decision to trim our holdings. Even after these sales, we expect to remain CPs largest shareholder and for CP to remain one of our largest investments.
Pershing Squares representatives, Bill Ackman and Paul Hilal, will continue to serve on the companys board of directors. They were elected to the board in May 2012 after successfully nominating a slate of directors as part of a proxy contest. Shortly thereafter, the company appointed rail industry veteran Hunter Harrison as its CEO.
We cant overstate our appreciation for Canadian Pacifics employees and the important contributions of our fellow board members, said Paul Hilal.
Under Canadian rules, Pershing Square will make filings within three days following sale transactions, disclosing the price and number of shares sold.
Pershing Square reserves the right to change the plans described above at any time, but if it changes these plans it intends to promptly announce the change.
This press release does not constitute an offer to sell or the solicitation of an offer to buy CP common shares.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements. All statements contained in this press release that are not clearly historical in nature or that necessarily depend on future events are forward-looking, and the words anticipate, believe, expect, estimate, plan, will and similar expressions are generally intended to identify forward-looking statements. These statements are based on current expectations of Pershing Square and currently available information. They are not guarantees of future performance, involve certain risks and uncertainties that are difficult to predict, and are based upon assumptions as to future events that may not prove to be accurate. Pershing Square does not assume any obligation to update any forward-looking statements contained in this press release, except as required by applicable law.
About Pershing Square Capital Management, L.P.
Pershing Square Capital Management, L.P., based in New York City, is a SEC-registered investment advisor to private investment funds. Pershing Square manages funds that are in the business of trading buying and selling securities and other financial instruments. Funds managed by Pershing Square have long positions in CP common shares. Pershing Square may increase, decrease, dispose of, or change the form of its investment in CP for any or no reason, at any time.
SOURCE: Pershing Square Capital Management, L.P.