SC 13D/A

0000950123-08-009338.txt : 20080812 0000950123-08-009338.hdr.sgml : 20080812 20080811215736 ACCESSION NUMBER: 0000950123-08-009338 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080812 DATE AS OF CHANGE: 20080811 GROUP MEMBERS: PERSHING SQUARE GP, LLC GROUP MEMBERS: PS MANAGEMENT GP, LLC GROUP MEMBERS: WILLIAM A. ACKMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LONGS DRUG STORES CORP CENTRAL INDEX KEY: 0000764762 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 680048627 STATE OF INCORPORATION: MD FISCAL YEAR END: 0128 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37157 FILM NUMBER: 081008035 BUSINESS ADDRESS: STREET 1: 141 NORTH CIVIC DRIVE CITY: WALNUT CREEK STATE: CA ZIP: 94596 BUSINESS PHONE: 925-937-1170 MAIL ADDRESS: STREET 1: 141 NORTH CIVIC DRIVE CITY: WALNUT CREEK STATE: CA ZIP: 94596 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Pershing Square Capital Management, L.P. CENTRAL INDEX KEY: 0001336528 IRS NUMBER: 383694136 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-813-3700 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 y65281sc13dza.htm AMENDMENT NO. 2 TO SCHEDULE 13D SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Longs Drug Stores Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

543162101

(CUSIP Number)

Roy J. Katzovicz, Esq.
Pershing Square Capital Management, L.P.
888 Seventh Avenue, 42^nd Floor
New York, New York 10019
212-813-3700

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

with a copy to:

Peter G. Samuels, Esq.
Proskauer Rose LLP
1585 Broadway, New York, New York 10036
212-969-3000

August 8, 2008

(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 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 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, as amended (“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.		543162101

NAMES OF REPORTING PERSONS

Pershing Square Capital Management, L.P.
I.R.S. Identification Nos. of above persons (entities only)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

-- 0 --

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

3,137,659

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

-- 0 --

WITH

SHARED DISPOSITIVE POWER

3,137,659

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,137,659

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

8.8%¹

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

¹ This calculation is based on 35,788,396 shares of common stock of Longs Drug Stores Corporation outstanding as of May 29, 2008 as reported in its quarterly report on Form 10-Q for the quarterly period ended May 1, 2008.


CUSIP No.		543162101


1	NAMES OF REPORTING PERSONS PS Management GP, LLC I.R.S. Identification Nos. of above persons (entities only)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			-- 0 --

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,137,659

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-- 0 --

WITH		10	SHARED DISPOSITIVE POWER

			3,137,659

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,137,659

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	8.8%²

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	00

² This calculation is based on 35,788,396 shares of common stock of Longs Drug Stores Corporation outstanding as of May 29, 2008 as reported in its quarterly report on Form 10-Q for the quarterly period ended May 1, 2008.


CUSIP No.		543162101

NAMES OF REPORTING PERSONS

Pershing Square GP, LLC
I.R.S. Identification Nos. of above persons (entities only)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

-- 0 --

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

1,598,511

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

-- 0 --

WITH

SHARED DISPOSITIVE POWER

1,598,511

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,598,511

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.5%³

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

³ This calculation is based on 35,788,396 shares of common stock of Longs Drug Stores Corporation outstanding as of May 29, 2008 as reported in its quarterly report on Form 10-Q for the quarterly period ended May 1, 2008.


CUSIP No.		543162101

NAMES OF REPORTING PERSONS

William A. Ackman
I.R.S. Identification Nos. of above persons (entities only)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.A.

SOLE VOTING POWER

NUMBER OF

-- 0 --

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

3,137,659

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

-- 0 --

WITH

SHARED DISPOSITIVE POWER

3,137,659

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,137,659

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

8.8%⁴

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

⁴ This calculation is based on 35,788,396 shares of common stock of Longs Drug Stores Corporation outstanding as of May 29, 2008 as reported in its quarterly report on Form 10-Q for the quarterly period ended May 1, 2008.

Item 1. Security and Issuer

This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the statement on Schedule 13D, as amended to date (the “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”), (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 (collectively, the “Reporting Persons”), relating to the common stock (the “Common Stock”), of Longs Drug Stores Corporation, a Maryland corporation (the “Issuer”). Unless otherwise defined herein, terms defined in the Schedule 13D shall have such defined meanings in this Amendment No. 2.

As of August 11, 2008, as reflected in this Amendment No. 2, the Reporting Persons are reporting beneficial ownership on an aggregate basis of 3,137,659 shares of Common Stock (approximately 8.8% of the outstanding shares of Common Stock). The Reporting Persons also have economic exposure to approximately 5,296,896 notional shares of Common Stock under certain cash-settled total return swaps (“Swaps”), bringing their total economic exposure to 8,434,555 shares of Common Stock (approximately 23.6% of the outstanding shares of Common Stock).

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is hereby amended and restated in its entirety, as follows:

Pershing Square advises a number of client accounts, including the accounts of Pershing Square, L.P., Pershing Square II, L.P. and Pershing Square International, Ltd., a Cayman Islands exempted company (collectively, the “Pershing Square Funds”), which owns an aggregate of 3,137,659 shares of Common Stock and 5,296,896 notional shares underlying certain cash-settled total return swaps, and paid therefor total consideration (including brokerage commissions) of $136,609,962 derived from the capital of the Pershing Square Funds.

Item 5. Interest in Securities of the Issuer

Item 5(c) is hereby supplemented as follows:

Except as set forth in Exhibit 99.1 attached hereto, since August 8, 2008, no other transaction in shares of the Common Stock or Swaps were effected by any Reporting Person.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby supplemented as follows:

In addition to (a) the Common Stock beneficially held by the Reporting Persons and (b) the Swaps previously reported by the Reporting Persons on the Schedule 13D, on August 8, 2008 and August 11, 2008, certain of the Reporting Persons entered into cash-settled total return swap agreements for Pershing Square L.P. (the “PSLP Swaps”) and Pershing Square International, Ltd. (the “PSIL Swaps,” and together with the PSLP Swaps, the “Amendment No. 2 Swaps”). The Amendment No. 2 Swaps constitute economic exposure to approximately 756,000 notional shares of Common Stock, have reference prices ranging from $53.55 to $54.69 and expire on dates ranging from November 30, 2009 through August 31, 2010. Under the terms of the Amendment No. 2 Swaps, (i) the applicable Pershing Square Fund will be obligated to pay to the counterparty any negative price performance of the notional number of shares of Common Stock subject to the applicable Amendment No. 2 Swap as of the expiration date of such Amendment No. 2 Swap, plus interest, and (ii) the counterparty will be obligated to pay to the applicable Pershing Square Fund any positive price performance of the notional number of shares of Common Stock subject to the applicable Amendment No. 2

Swap as of the expiration date of the Swap. With regard to the PSIL Swaps, Pershing Square International, Ltd. will be entitled to cash payments during the term of the PSIL Swap in lieu of any dividends received by the counterparty on such notional shares of Common Stock. With regard to the PSLP Swaps, at maturity Pershing Square, L.P. will receive a cash payment from the counterparty equal to any dividends received by the counterparty on such notional shares of Common Stock during the term of the PSLP Swaps. All balances will be cash settled at the expiration date of the Amendment No. 2 Swaps. Including the Swaps disclosed on the Schedule 13D and the Amendment No. 2 Swaps, the Pershing Square Funds’ counterparties for their Swaps include entities related to BNP Paribas, Citibank, Credit Suisse and UBS.

The contracts relating to the Amendment No. 2 Swaps do not give the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the Issuer and do not require the counterparty thereto to acquire, hold, vote or dispose of any securities of the Issuer. Accordingly, the Reporting Persons disclaim any beneficial ownership in securities that may be referenced in such contracts relating to the Amendment No. 2 Swaps or that may be held from time to time by any counterparty to the contracts.

Item 7. Material to be Filed as Exhibits.

Exhibit 99.1 Trading data.

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.


Date: August 11, 2008	PERSHING SQUARE CAPITAL MANAGEMENT, L.P.
	By:	PS Management GP, LLC,
		its General Partner



	By:	/s/ William A. Ackman
		William A. Ackman
		Managing Member

	PS MANAGEMENT GP, LLC
	By:	/s/ William A. Ackman
		William A. Ackman
		Managing Member

	PERSHING SQUARE GP, LLC
	By:	/s/ William A. Ackman
		William A. Ackman
		Managing Member


	/s/ William A. Ackman
	William A. Ackman

EXHIBIT INDEX

Exhibit 99.1 Trading data.

EX-99.1 2 y65281exv99w1.htm EX-99.1: TRADING DATA EX-99.1

EXHIBIT 99.1

Amended and Restated Trading History

Common Stock


Name	Trade Date	Buy/Sell	No. of Shares		Per Share Cost		Trade Amount
Pershing Square, L.P.	June 30, 2008	Buy		33,193	$	42.41	$	1,407,602
Pershing Square, L.P.	July 1, 2008	Buy		46,160	$	42.65	$	1,968,521
Pershing Square, L.P.	July 2, 2008	Buy		58,410	$	42.07	$	2,457,530
Pershing Square, L.P.	July 3, 2008	Buy		28,019	$	41.75	$	1,169,931
Pershing Square, L.P.	July 7, 2008	Buy		40,677	$	41.58	$	1,691,219
Pershing Square, L.P.	July 8, 2008	Buy		38,708	$	42.89	$	1,660,171
Pershing Square, L.P.	July 9, 2008	Buy		90,408	$	42.23	$	3,818,045
Pershing Square, L.P.	July 10, 2008	Buy		81,864	$	42.11	$	3,447,523
Pershing Square, L.P.	July 11, 2008	Buy		53,074	$	40.47	$	2,147,854
Pershing Square, L.P.	July 14, 2008	Buy		39,614	$	40.77	$	1,615,138
Pershing Square, L.P.	July 15, 2008	Buy		17,027	$	41.16	$	700,884
Pershing Square, L.P.	July 16, 2008	Buy		29,348	$	42.71	$	1,253,462
Pershing Square, L.P.	July 17, 2008	Buy		34,747	$	43.53	$	1,512,659
Pershing Square, L.P.	July 18, 2008	Buy		32,915	$	43.62	$	1,435,710
Pershing Square, L.P.	July 21, 2008	Buy		26,120	$	43.78	$	1,143,641
Pershing Square, L.P.	July 22, 2008	Buy		38,711	$	45.23	$	1,750,771
Pershing Square, L.P.	July 23, 2008	Buy		81,304	$	45.92	$	3,733,878
Pershing Square, L.P.	July 24, 2008	Buy		124,945	$	45.62	$	5,699,866
Pershing Square, L.P.	July 25, 2008	Buy		376,810	$	44.78	$	16,873,024
Pershing Square, L.P.	July 28, 2008	Buy		246,500	$	44.44	$	10,954,016
Pershing Square, L.P.	July 29, 2008	Buy		18,544	$	45.81	$	849,449


Name	Trade Date	Buy/Sell	No. of Shares		Per Share Cost		Trade Amount
Pershing Square II, L.P.	June 30, 2008	Buy		460	$	42.41	$	19,507
Pershing Square II, L.P.	July 1, 2008	Buy		626	$	42.65	$	26,696
Pershing Square II, L.P.	July 2, 2008	Buy		801	$	42.07	$	33,701
Pershing Square II, L.P.	July 3, 2008	Buy		384	$	41.75	$	16,034
Pershing Square II, L.P.	July 7, 2008	Buy		557	$	41.58	$	23,158
Pershing Square II, L.P.	July 8, 2008	Buy		531	$	42.89	$	22,774
Pershing Square II, L.P.	July 9, 2008	Buy		1,238	$	42.23	$	52,282
Pershing Square II, L.P.	July 10, 2008	Buy		1,127	$	42.11	$	47,461
Pershing Square II, L.P.	July 11, 2008	Buy		730	$	40.47	$	29,543
Pershing Square II, L.P.	July 14, 2008	Buy		546	$	40.77	$	22,261
Pershing Square II, L.P.	July 15, 2008	Buy		235	$	41.16	$	9,673
Pershing Square II, L.P.	July 16, 2008	Buy		405	$	42.71	$	17,298
Pershing Square II, L.P.	July 17, 2008	Buy		478	$	43.53	$	20,809
Pershing Square II, L.P.	July 18, 2008	Buy		452	$	43.62	$	19,716
Pershing Square II, L.P.	July 21, 2008	Buy		359	$	43.78	$	15,718
Pershing Square II, L.P.	July 22, 2008	Buy		533	$	45.23	$	24,106
Pershing Square II, L.P.	July 23, 2008	Buy		1,119	$	45.92	$	51,390
Pershing Square II, L.P.	July 24, 2008	Buy		1,719	$	45.62	$	78,419
Pershing Square II, L.P.	July 25, 2008	Buy		5,190	$	44.78	$	232,401
Pershing Square II, L.P.	July 28, 2008	Buy		43,923	$	44.44	$	1,951,859


Name	Trade Date	Buy/Sell	No. of Shares		Per Share Cost		Trade Amount
Pershing Square International, Ltd.	June 30, 2008	Buy		52,104	$	42.41	$	2,209,553
Pershing Square International, Ltd.	July 1, 2008	Buy		72,463	$	42.65	$	3,090,228


Name	Trade Date	Buy/Sell	No. of Shares		Per Share Cost		Trade Amount
Pershing Square International, Ltd.	July 2, 2008	Buy		91,736	$	42.07	$	3,859,682
Pershing Square International, Ltd.	July 3, 2008	Buy		43,997	$	41.75	$	1,837,090
Pershing Square International, Ltd.	July 7, 2008	Buy		63,876	$	41.58	$	2,655,760
Pershing Square International, Ltd.	July 8, 2008	Buy		60,761	$	42.89	$	2,606,015
Pershing Square International, Ltd.	July 9, 2008	Buy		141,854	$	42.23	$	5,990,674
Pershing Square International, Ltd.	July 10, 2008	Buy		128,368	$	42.11	$	5,405,938
Pershing Square International, Ltd.	July 11, 2008	Buy		83,307	$	40.47	$	3,371,355
Pershing Square International, Ltd.	July 14, 2008	Buy		62,193	$	40.77	$	2,535,727
Pershing Square International, Ltd.	July 15, 2008	Buy		26,738	$	41.16	$	1,100,617
Pershing Square International, Ltd.	July 16, 2008	Buy		46,090	$	42.71	$	1,968,518
Pershing Square International, Ltd.	July 17, 2008	Buy		54,527	$	43.53	$	2,373,751
Pershing Square International, Ltd.	July 18, 2008	Buy		51,633	$	43.62	$	2,252,164
Pershing Square International, Ltd.	July 21, 2008	Buy		40,990	$	43.78	$	1,794,710
Pershing Square International, Ltd.	July 22, 2008	Buy		60,756	$	45.23	$	2,747,793
Pershing Square International, Ltd.	July 23, 2008	Buy		127,577	$	45.92	$	5,858,961
Pershing Square International, Ltd.	July 24, 2008	Buy		196,036	$	45.62	$	8,942,966
Pershing Square International, Ltd.	July 25, 2008	Buy		118,000	$	44.78	$	5,283,875
Pershing Square International, Ltd.	July 28, 2008	Buy		15,000	$	44.44	$	666,573
Pershing Square International, Ltd.	July 29, 2008	Buy		1,142	$	45.81	$	52,312

Name

Buy/Sell

Security

Trade Date

Expiration Date

Quantity

Unit Cost

Pershing Square International, Ltd.

Buy

Cash-settled total return swap

July 31 ,2008

January 29, 2010

1,144,684

46.55

Pershing Square International, Ltd.

Buy

Cash-settled total return swap

August 4, 2008

July 30, 2010

667,864

48.56

Pershing Square International, Ltd.

Buy

Cash-settled total return swap

August 6, 2008

July 30, 2010

782,177

53.58

Pershing Square International, Ltd.

Buy

Cash-settled total return swap

August 7, 2008

February 26, 2010

246,874

54.37

Pershing Square International, Ltd.

Buy

Cash-settled total return swap

August 7, 2008

August 31, 2010

307,800

54.53

Pershing Square International, Ltd.

Buy

Cash-settled total return swap

August 8, 2008

August 31, 2010

307,269

53.55

Pershing Square International, Ltd.

Buy

Cash-settled total return swap

August 11, 2008

November 30, 2009

157,543

54.69

Pershing Square, L.P.

Buy

Cash-settled total return swap

July 31, 2008

January 29, 2010

155,316

46.55

Pershing Square, L.P.

Buy

Cash-settled total return swap

August 4, 2008

July 30, 2010

399,451

48.56

Pershing Square, L.P.

Buy

Cash-settled total return swap

August 6, 2008

July 30, 2010

491,404

53.58

Pershing Square, L.P.

Buy

Cash-settled total return swap

August 7, 2008

February 26, 2010

153,126

54.37

Pershing Square, L.P.

Buy

Cash-settled total return swap

August 7, 2008

August 31, 2010

192,200

54.53

Pershing Square, L.P.

Buy

Cash-settled total return swap

August 8, 2008

August 31, 2010

192,731

53.55

Pershing Square, L.P.

Buy

Cash-settled total return swap

August 11, 2008

November 30, 2009

98,457

54.69


*		Corrects misattribution from Amendment No. 1.