SC 13D/A 1 p13-1025sc13da.htm AGRIUM INC.

SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
 

Agrium Inc.

(Name of Issuer)
 

Common Stock without par value

(Title of Class of Securities)
 

008916108

(CUSIP Number)
 
 
Marc Weingarten, Esq.
David Rosewater, Esq.
919 Third Avenue
New York, New York 10022

(212) 756-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

March 27, 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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

 

(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 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. 008916108SCHEDULE 13D/APage 2 of 8 Pages

 

 

1

NAME OF REPORTING PERSON

JANA PARTNERS LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) £

(b) S

3 SEC USE ONLY
4

SOURCE OF FUNDS*

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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

11,199,881

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

11,199,881

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

11,199,881

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

7.5%

14

TYPE OF REPORTING PERSON*

IA

         

 

 

 
CUSIP No. 008916108SCHEDULE 13D/APage 3 of 8 Pages

 

 

1

NAME OF REPORTING PERSON

MITCHELL JACOBSON

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) £

(b) S

3 SEC USE ONLY
4

SOURCE OF FUNDS*

PF OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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

60,989

8

SHARED VOTING POWER

82,511 (see Item 5(a) and (b) for more information)

9

SOLE DISPOSITIVE POWER

60,989

10

SHARED DISPOSITIVE POWER

82,511 (see Item 5(a) and (b) for more information)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

143,500

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

0.09%

14

TYPE OF REPORTING PERSON*

IN

         

 

 

 
CUSIP No. 008916108SCHEDULE 13D/APage 4 of 8 Pages

 

 

1

NAME OF REPORTING PERSON

DAVID BULLOCK

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) £

(b) S

3 SEC USE ONLY
4

SOURCE OF FUNDS*

PF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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

2,000

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

2,000

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

2,000

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

0.00%

14

TYPE OF REPORTING PERSON*

IN

         

 

 

 
CUSIP No. 008916108SCHEDULE 13D/APage 5 of 8 Pages

 

 

1

NAME OF REPORTING PERSON

STEPHEN CLARK

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) £

(b) S

3 SEC USE ONLY
4

SOURCE OF FUNDS*

PF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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

2,000

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

2,000

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

2,000

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

0.00%

14

TYPE OF REPORTING PERSON*

IN

         

 

 

 
CUSIP No. 008916108SCHEDULE 13D/APage 6 of 8 Pages

 

 

1

NAME OF REPORTING PERSON

LYLE VANCLIEF

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) £

(b) S

3 SEC USE ONLY
4

SOURCE OF FUNDS*

PF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

100

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

100

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

100

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

0.00%

14

TYPE OF REPORTING PERSON*

IN

         

 

 

 

 
CUSIP No. 008916108SCHEDULE 13D/APage 7 of 8 Pages

 

This Amendment No. 5 (“Amendment No. 5”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on November 19, 2012 (the “Original Schedule 13D”), as amended by Amendment No. 1 filed on February 21, 2013 (“Amendment No. 1”), Amendment No. 2 filed on March 7, 2013 (“Amendment No. 2”), Amendment No. 3 filed on March 20, 2013 ("Amendment No. 3") and Amendment No. 4 filed on March 22, 2013 (collectively with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3 and this Amendment No. 5, the “Schedule 13D”) with respect to the shares ("Shares") of common stock, no par value, of Agrium Inc., a Canadian corporation (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 5 have the meanings set forth in the Schedule 13D.  This Amendment No. 5 amends Items 4 and 7 as set forth below.

 

   

 

Item 4. Purpose of Transaction
   
  Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
   
  Attached hereto as Exhibit I is a press release issued by JANA announcing that leading proxy advisory services firm Institutional Shareholder Services has issued a report that JANA has made a “compelling” case for change and strongly endorsing JANA nominees Barry Rosenstein and David Bullock for election to the board of directors of the Issuer at the upcoming annual general meeting of shareholders on April 9, 2013.

 

Item 7. Material to be Filed as Exhibits
   
  Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
   
Exhibit I Press Release
   

 

 
CUSIP No. 008916108SCHEDULE 13D/APage 8 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.

Dated: March 27, 2013

 

  JANA PARTNERS LLC
     
     
  By: /s/ Charles Penner
  Name:   Charles Penner
  Title: Partner & Chief Legal Officer
   
   
   
   
   
  /s/ David Bullock
  David Bullock
   
   
  /s/ Stephen Clark
  Stephen Clark
   
   
  /s/ Mitchell Jacobson
  Mitchell Jacobson
   
   
  /s/ Lyle Vanclief
  Lyle Vanclief