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)*
Automatic Data Processing, Inc.
(Name of Issuer)
Common Stock, par value $0.10 per share
(Title of Class of Securities)
053015103
(CUSIP Number)
Stephen Fraidin, Esq.
Steve Milankov, Esq.
Pershing Square Capital Management, L.P.
888 Seventh Avenue, 42nd Floor
New York, New York 10019
(212) 813-3700
With a copy to:
Richard Brand, Esq.
Gregory Patti, Esq.
Cadwalader, Wickersham & Taft LLP
One World Financial Center
New York, New York 10281
(212) 504-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 15, 2017
(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).
CUSIP No. 053015103 |
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
NONE | ||||
8 | SHARED VOTING POWER
36,803,675 | |||||
9 | SOLE DISPOSITIVE POWER
NONE | |||||
10 | SHARED DISPOSITIVE POWER
36,803,675 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,803,675 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☒ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%* | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA |
* | This calculation is based on 444,421,611 shares of Common Stock outstanding as of September 8, 2017 as reported in the Issuers Definitive Additional Materials on Schedule 14A filed on September 12, 2017. |
CUSIP No. 053015103 |
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
NONE | ||||
8 | SHARED VOTING POWER
36,803,675 | |||||
9 | SOLE DISPOSITIVE POWER
NONE | |||||
10 | SHARED DISPOSITIVE POWER
36,803,675 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,803,675 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☒ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%* | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
* | This calculation is based on 444,421,611 shares of Common Stock outstanding as of September 8, 2017 as reported in the Issuers Definitive Additional Materials on Schedule 14A filed on September 12, 2017. |
CUSIP No. 053015103 |
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
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
NONE | ||||
8 | SHARED VOTING POWER
36,803,675 | |||||
9 | SOLE DISPOSITIVE POWER
NONE | |||||
10 | SHARED DISPOSITIVE POWER
36,803,675 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,803,675 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☒ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%* | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
* | This calculation is based on 444,421,611 shares of Common Stock outstanding as of September 8, 2017 as reported in the Issuers Definitive Additional Materials on Schedule 14A filed on September 12, 2017. |
This amendment No. 3 to Schedule 13D (this Amendment No. 3) relates to the Schedule 13D filed on August 7, 2017 (the Original Schedule 13D, as amended and supplemented through the date of this Amendment No. 3, 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), and (iii) William A. Ackman, a citizen of the United States of America (together with Pershing Square and PS Management, the Reporting Persons) relating to the common stock, par value $0.10 per share (the Common Stock), of Automatic Data Processing, Inc., a Delaware corporation (the Issuer).
Capitalized terms used but not defined in this Amendment No. 3 shall have the meanings set forth in the Schedule 13D.
Except as specifically amended by this Amendment No. 3, the Schedule 13D is unchanged.
Item 4. | Purpose of the Transaction |
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:
On September 15, 2017, Pershing Square sent a letter to the board of directors of the Issuer. The letter is attached hereto as Exhibit 99.9 and incorporated by reference in this Item 4 in its entirety.
Item 5. | Interest in Securities of the Issuer |
Item 5(c) of the Schedule 13D is hereby amended and supplemented by adding the following information:
(c) Exhibit 99.2 to the Original Schedule 13D and Exhibit 99.7 to Amendment No. 1, both of which are incorporated by reference into this Item 5(c) as if restated in full, describe all of the transactions in the Common Stock or derivatives relating to Common Stock that were effected in the past 60 days by the Reporting Persons for the benefit of the Pershing Square Funds. Except as set forth in Exhibit 99.2, Exhibit 99.7, and as described in Amendment No. 1 with respect to the Nominee Subject Shares, no reportable transactions were effected by any Reporting Person within the last 60 days.
Item 7. | Material to be Filed as Exhibits |
Item 7 of the Schedule 13D is hereby amended and supplemented by adding a reference to the following exhibit:
Exhibit 99.9 | Letter, dated September 15, 2017. |
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: September 15, 2017
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 | ||
/s/ William A. Ackman | ||
William A. Ackman |
INDEX TO EXHIBITS
Exhibit |
Description | |
Exhibit 99.1 | Joint Filing Agreement, dated as of August 7, 2017, among Pershing Square, PS Management and William A. Ackman.* | |
Exhibit 99.2 | Trading data.* | |
Exhibit 99.3 | Form of Confirmation for Forward Purchase Contracts.* | |
Exhibit 99.4 | Form of Confirmation for Call Options.* | |
Exhibit 99.5 | Notification Letter, dated as of August 7, 2017.* | |
Exhibit 99.6 | Press Release, dated as of August 7, 2017.* | |
Exhibit 99.7 | Trading data.* | |
Exhibit 99.8 | Letter, dated September 7, 2017.* | |
Exhibit 99.9 | Letter, dated September 15, 2017. |
* | Previously Filed |
Exhibit 99.9
September 15, 2017
Dear Members of the Board,
One of the hallmarks of good corporate governance in contested elections is the use of a universal proxy card, which allows stockholders to vote on one card for any combination of nominees from the companys or Pershing Squares slate. The use of a universal proxy card helps to preserve a level playing field allowing stockholders to vote for the candidates they believe are most qualified, regardless of whether they are nominated by the company or Pershing Square or which proxy card is utilized in exercising the right to vote. The Council of Institutional Investors supports universal proxies and has enumerated its views in an FAQ which can be found here:
http://www.cii.org/files/issues_and_advocacy/board_accountability/universal%20proxy/Universal%20Proxy%20FAQ%2011-2-16%20final.pdf
In order to give shareholders the opportunity to use a universal proxy card, we are required to obtain permission from the companys nominees in order to list them in our proxy statement. Therefore, we hereby request that the company arrange for its nominees to provide their consent to being named in the Pershing Square proxy statement and to serve on the board if elected. Pershing Square is, of course, willing to arrange for a reciprocal arrangement with respect to its nominees.
We understand that ADP may have already sent proxy cards to stockholders and that there may be other details that we and Broadridge Financial Solutions may need to work through in order to implement this approach. We are confident that we can work together to resolve these ministerial issues. We note that ADP will most assuredly be sending stockholders a number of additional proxy cards prior to the annual meeting, and nothing would preclude the company from including a new, universal proxy card in those mailings.
We believe that it is incumbent upon Pershing Square and the company to pursue this approach for the benefit of all stockholders who via use of a universal proxy card would be afforded the opportunity to vote for the combination of candidates of their choice.
We look forward to your prompt reply.
Sincerely,
/s/ William A. Ackman
William A. Ackman
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