0001418812-12-000069.txt : 20121003 0001418812-12-000069.hdr.sgml : 20121003 20121003165247 ACCESSION NUMBER: 0001418812-12-000069 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20121001 FILED AS OF DATE: 20121003 DATE AS OF CHANGE: 20121003 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Morfit G Mason CENTRAL INDEX KEY: 0001325920 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06926 FILM NUMBER: 121127314 MAIL ADDRESS: STREET 1: 435 PACIFIC AVENUE STREET 2: 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BARD C R INC /NJ/ CENTRAL INDEX KEY: 0000009892 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 221454160 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 730 CENTRAL AVE CITY: MURRAY HILL STATE: NJ ZIP: 07974 BUSINESS PHONE: 9082778000 MAIL ADDRESS: STREET 1: 730 CENTRAL AVENUE CITY: MURRAY HILL STATE: NJ ZIP: 07974 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ValueAct Capital Management, L.P. CENTRAL INDEX KEY: 0001351069 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06926 FILM NUMBER: 121127310 BUSINESS ADDRESS: STREET 1: 435 PACIFIC AVENUE, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: 415-362-3700 MAIL ADDRESS: STREET 1: 435 PACIFIC AVENUE, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ValueAct Capital Management, LLC CENTRAL INDEX KEY: 0001351073 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06926 FILM NUMBER: 121127315 BUSINESS ADDRESS: STREET 1: 435 PACIFIC AVENUE, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: 415-362-3700 MAIL ADDRESS: STREET 1: 435 PACIFIC AVENUE, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VA Partners I, LLC CENTRAL INDEX KEY: 0001418812 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06926 FILM NUMBER: 121127311 BUSINESS ADDRESS: STREET 1: 435 PACIFIC AVENUE, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: 415-362-3700 MAIL ADDRESS: STREET 1: 435 PACIFIC AVENUE, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ValueAct Holdings GP, LLC CENTRAL INDEX KEY: 0001418813 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06926 FILM NUMBER: 121127309 BUSINESS ADDRESS: STREET 1: 435 PACIFIC AVENUE, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: 415-362-3700 MAIL ADDRESS: STREET 1: 435 PACIFIC AVENUE, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ValueAct Holdings, L.P. CENTRAL INDEX KEY: 0001418814 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06926 FILM NUMBER: 121127313 BUSINESS ADDRESS: STREET 1: 435 PACIFIC AVENUE, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: 415-362-3700 MAIL ADDRESS: STREET 1: 435 PACIFIC AVENUE, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ValueAct Capital Master Fund, L.P. CENTRAL INDEX KEY: 0001464912 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06926 FILM NUMBER: 121127312 BUSINESS ADDRESS: STREET 1: 435 PACIFIC AVENUE STREET 2: 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: 415-362-3700 MAIL ADDRESS: STREET 1: 435 PACIFIC AVENUE STREET 2: 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 4 1 primary_doc.xml PRIMARY DOCUMENT X0306 4 2012-10-01 0 0000009892 BARD C R INC /NJ/ BCR 0001325920 Morfit G Mason 435 PACIFIC AVENUE 4TH FLOOR SAN FRANCISCO CA 94133 1 0 0 1 See Remarks 0001418814 ValueAct Holdings, L.P. 435 PACIFIC AVENUE, 4TH FLOOR SAN FRANCISCO CA 94133 1 0 0 1 See Remarks 0001464912 ValueAct Capital Master Fund, L.P. 435 PACIFIC AVENUE 4TH FLOOR SAN FRANCISCO CA 94133 1 0 0 1 See Remarks 0001418812 VA Partners I, LLC 435 PACIFIC AVENUE, 4TH FLOOR SAN FRANCISCO CA 94133 1 0 0 1 See Remarks 0001351069 ValueAct Capital Management, L.P. 435 PACIFIC AVENUE, 4TH FLOOR SAN FRANCISCO CA 94133 1 0 0 1 See Remarks 0001351073 ValueAct Capital Management, LLC 435 PACIFIC AVENUE, 4TH FLOOR SAN FRANCISCO CA 94133 1 0 0 1 See Remarks 0001418813 ValueAct Holdings GP, LLC 435 PACIFIC AVENUE, 4TH FLOOR SAN FRANCISCO CA 94133 1 0 0 1 See Remarks Common Stock 2012-10-01 4 A 0 400 0 A 400 D Common Stock, $0.25 par value 2012-10-02 4 S 0 100000 105.06 D 4362137 I see footnotes Common Stock, $0.25 par value 2012-10-03 4 S 0 81543 105.25 D 4280594 I see footnotes Stock award granted to G. Mason Morfit as a Director of the Issuer in accordance with the 2005 Directors' Stock Award Plan, as amended and restated. Pursuant to the Plan, on or about October 1 in the year of a non-employee director's appointment or election, non-employee directors are awarded 400 shares of common stock for each year remaining in his or her term. Under an agreement with ValueAct Capital, G. Mason Morfit is deemed to hold the common stock for the benefit of ValueAct Capital Master Fund, L.P. and indirectly for (i) VA Partners I, LLC as General Partner of ValueAct Capital Master Fund, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund, L.P., (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P., (iv) ValueAct Holdings, L.P. as the sole owner of the limited partnership interests of ValueAct Capital Management, L.P. and the membership interests of ValueAct Capital Management, LLC and as the majority owner of the membership interests of VA Partners I, LLC and (v) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P. Each reporting person listed herein disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The securities reported herein are directly beneficially owned by ValueAct Capital Master Fund, L.P. and may be deemed to be indirectly beneficially owned by (i) G. Mason Morfit, a member of the management committee of ValueAct Holdings GP, LLC, (ii) VA Partners I, LLC as General Partner of ValueAct Capital Master Fund, L.P., (iii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund, L.P., (iv) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P., (v) ValueAct Holdings, L.P. as the sole owner of the limited partnership interests of ValueAct Capital Management, L.P. and the membership interests of ValueAct Capital Management, LLC and as the majority owner of the membership interests of VA Partners I, LLC and (vi) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P. -The reporting persons herein may be deemed to be members of a "group" for purposes of the Securities Exchange Act of 1934, as amended. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by such reporting person. This report shall not be deemed an admission that such reporting person is a member of a group or the beneficial owner of any securities not directly owned by such reporting person. -G. Mason Morfit, a member of the management committee of ValueAct Holdings GP, LLC, serves on the board of directors of the Issuer. As a result, the other reporting persons herein may be deemed directors by deputization. Joint Filer Information: Name: ValueAct Holdings, L.P. Address: 435 Pacific Ave, 4th Fl, SF, CA 94133 Designated Filer: ValueAct Holdings, L.P. Issuer & Ticker: CR Bard, Inc. BCR Date of Event Requiring Statement: 10/01/12 Name: ValueAct Capital Master Fund, L.P. Address: 435 Pacific Ave, 4th Fl, SF, CA 94133 Designated Filer: ValueAct Holdings, L.P. Issuer & Ticker: CR Bard, Inc. BCR Date of Event Requiring Statement: 10/01/12 Name: VA Partners I, LLC Address: 435 Pacific Ave, 4th Fl, SF, CA 94133 Designated Filer: ValueAct Holdings, L.P. Issuer & Ticker: CR Bard, Inc. BCR Date of Event Requiring Statement: 10/01/12 Name: ValueAct Capital Management, L.P. Address: 435 Pacific Ave, 4th Fl, SF, CA 94133 Designated Filer: ValueAct Holdings, L.P. Issuer & Ticker: CR Bard, Inc. BCR Date of Event Requiring Statement: 10/01/12 Name: ValueAct Capital Management, LLC Address: 435 Pacific Ave, 4th Fl, SF, CA 94133 Designated Filer: ValueAct Holdings, L.P. Issuer & Ticker: CR Bard, Inc. BCR Date of Event Requiring Statement: 10/01/12 Name: ValueAct Holdings GP, LLC Address: 435 Pacific Ave, 4th Fl, SF, CA 94133 Designated Filer: ValueAct Holdings, L.P. Issuer & Ticker: CR Bard, Inc. BCR Date of Event Requiring Statement: 10/01/12 /s/ G. Mason Morfit 2012-10-03 VALUEACT HOLDINGS, L.P., By: VALUEACT HOLDINGS GP, LLC, its General Partner, By: /s/ George F. Hamel. Jr., Chief Operating Officer 2012-10-03 VALUEACT CAPITAL MASTER FUND, L.P., By: VA PARTNERS I, LLC, its General Partner, By: /s/ George F. Hamel. Jr., Chief Operating Officer 2012-10-03 VA PARTNERS I, LLC, By: /s/ George F. Hamel. Jr., Chief Operating Officer 2012-10-03 VALUEACT CAPITAL MANAGEMENT, L.P., By: VALUEACT CAPITAL MANAGEMENT, LLC, its General Partner, By: /s/ George F. Hamel. Jr., Chief Operating Officer 2012-10-03 VALUEACT CAPITAL MANAGEMENT, LLC, By: /s/ George F. Hamel. Jr., Chief Operating Officer 2012-10-03 VALUEACT HOLDINGS GP, LLC, By: /s/ George F. Hamel. Jr., Chief Operating Officer 2012-10-03