CUSIP No. 00508X203 13D
___________________________________________________________________
(1) NAMES OF REPORTING PERSONS
Southeastern Asset Management, Inc. I.D. No. 62-0951781
___________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
___________________________________________________________________
(3) SEC USE ONLY
___________________________________________________________________
(4) SOURCE OF FUNDS
OO: Funds of investment advisory clients
___________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
___________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Tennessee
___________________________________________________________________
: (7) SOLE VOTING POWER
: (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY : 0 shares
OWNED BY EACH REPORTING PERSON ________________________________
WITH : (8) SHARED OR NO VOTING POWER
: 5,841,674 shares (Shared)
58,350 shares (None)
________________________________
: (9) SOLE DISPOSITIVE POWER
: (Discretionary Accounts)
: 58,350 shares
________________________________
: (10) SHARED DISPOSITIVE POWER
: 5,841,674 shares
___________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,900,024 shares
___________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES
___________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.8 %
___________________________________________________________________
(14) TYPE OF REPORTING PERSON
IA
___________________________________________________________________
CUSIP No. 00508X203 13D
___________________________________________________________________
(1) NAMES OF REPORTING PERSONS
Longleaf Partners Small-Cap Fund I.D. No. 62-1376170
___________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
___________________________________________________________________
(3) SEC USE ONLY
___________________________________________________________________
(4) SOURCE OF FUNDS
OO: Funds of investment company shareholders
___________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
___________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
___________________________________________________________________
: (7) SOLE VOTING POWER
:
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING PERSON ________________________________
WITH : (8) SHARED VOTING POWER
: 5,841,674 shares
________________________________
: (9) SOLE DISPOSITIVE POWER
:
: None
________________________________
: (10) SHARED DISPOSITIVE POWER
: 5,841,674 shares
___________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,841,674 shares
___________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES
___________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.7 %
___________________________________________________________________
(14) TYPE OF REPORTING PERSON
IV
___________________________________________________________________
CUSIP No. 00508X203 13D
___________________________________________________________________
(1) NAMES OF REPORTING PERSONS
O. Mason Hawkins I.D. No. XXX-XX-XXXX
___________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
___________________________________________________________________
(3) SEC USE ONLY
___________________________________________________________________
(4) SOURCE OF FUNDS
OO: None
___________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
___________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of United States
___________________________________________________________________
: (7) SOLE VOTING POWER
: (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING PERSON ________________________________
WITH : (8) SHARED VOTING POWER
: None
________________________________
: (9) SOLE DISPOSITIVE POWER
: None
________________________________
: (10) SHARED DISPOSITIVE POWER
: None
___________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None (See Item 2)
___________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES
___________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.0%
___________________________________________________________________
(14) TYPE OF REPORTING PERSON
IN
___________________________________________________________________
Item 5. Interest In Securities Of The Issuer
(a) The aggregate number and percentage of Securities to which this
Schedule 13D relates is 5,900,024 shares of the common stock of the Issuer,
constituting approximately 9.8% of the 60,007,521 shares outstanding.
Common % of outstanding
Shares Common Shares
Held
___________________________________________________________________
Voting Authority
Sole: 0 0.0%
Shared: 5,841,674* 9.7%
None: 58,350 0.1%
Total 5,900,024 9.8%
*Consists of shares owned by Longleaf Partners Small-Cap Fund, a series of
Longleaf Partners Funds Trust, an open-end management investment company
registered under the Investment Company Act of 1940.
Dispositive Authority
Sole: 58,350 0.1%
Shared: 5,841,674* 9.7%
Total 5,900,024 9.8%
*Consists of shares owned by Longleaf Partners Small-Cap Fund, a series of
Longleaf Partners Funds Trust, an open-end management investment company
registered under the Investment Company Act of 1940.
(b) Southeastern generally has the sole power to dispose of or to
direct the disposition of the Securities held for discretionary accounts of
its investment clients, and may be granted the sole power to vote or direct
the vote of such Securities; such powers may be retained by or shared with
the respective clients for shared or non-discretionary accounts. Shares held
by any Series of Longleaf Partners Funds Trust are reported in the "shared"
category.
(c) There have been no purchase or sale transactions in the
Securities during the past sixty days.
(d) The investment advisory clients of Southeastern have the sole
right to receive and, subject to notice, to withdraw the proceeds from the
sale of the Securities, and the sole power to direct the receipt of dividends
from any of the Securities held for their respective accounts. Such clients
may also terminate the investment advisory agreements without penalty upon
appropriate notice. Southeastern does not have an economic interest in any of
the Securities reported herein.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Item 6 of Southeastern's Schedule 13D filed February 20, 2018 is hereby
updated to include the Letter Agreement dated March 20, 2018, set forth as
Exhibit A below.
Item 7. Material to be filed as an Exhibit
Item 7 of Southeastern's Schedule 13D filed February 20, 2018 is hereby
updated to include the Letter Agreement dated March 20, 2018, set forth as
Exhibit A below.
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: March 20, 2018
SOUTHEASTERN ASSET MANAGEMENT, INC.
By /s/ Andrew R. McCarroll
_______________________________
Andrew R. McCarroll
General Counsel
LONGLEAF PARTNERS SMALL-CAP FUND
By: Southeastern Asset Management, Inc.
By /s/ Andrew R. McCarroll
_______________________________
Andrew R. McCarroll
General Counsel
O. MASON HAWKINS
(Individually)
/s/ O. Mason Hawkins
_______________________________
Joint Filing Agreement
In accordance with Rule 13d-1(k) under the Securities Exchange Act
of 1934, the persons or entities named below agree to the joint
filing on behalf of each of them of this Schedule 13G with respect
to the Securities of the Issuer and further agree that this joint
filing agreement be included as an exhibit to this Schedule 13G. In
evidence thereof, the undersigned hereby execute this Agreement as
of March 20, 2018.
Southeastern Asset Management, Inc.
By /s/ Andrew R. McCarroll
__________________________________
Andrew R. McCarroll
Vice President and General Counsel
Longleaf Partners Small-Cap Fund
By: Southeastern Asset Management, Inc.
By /s/ Andrew R. McCarroll
_______________________________
Andrew R. McCarroll
Vice President & General Counsel
O. Mason Hawkins, Individually
/s/ O. Mason Hawkins
_______________________________
Exhibit A
Letter Agreement dated March 20, 2018
Actuant Corporation
N86W12500 Westbrook Crossing
Menomonee Falls, Wisconsin 53051
March 20, 2018
Southeastern Asset Management, Inc.
6410 Poplar Avenue, Suite 900
Memphis, TN 38119
Ladies and Gentlemen:
This letter agreement confirms the understanding and agreement between
Actuant Corporation., a Wisconsin corporation (the "Company"), on the one
hand, and Southeastern Asset Management, Inc. (together with its controlled
affiliates and associates, "Southeastern") (each of the Company and
Southeastern, a "Party" to this letter agreement, and collectively, the
"Parties"), on the other hand, as follows:
As soon as reasonably practicable, and in any event no later than March
31, 2018, the Company agrees to appoint Sidney Simmons and Palmer Clarkson
(the "New Appointees") to the Board of Directors. Each New Appointee, in
addition to all current directors, will be required to (A) comply with all
policies, procedures, codes, rules, standards and guidelines applicable to
members of the Board and (B) keep confidential all Company confidential
information and not disclose to any third parties (including Southeastern)
discussions or matters considered in meetings of the Board or Board
committees. Southeastern hereby acknowledges that the Board had separately
and previously determined to appoint Alfredo Altavilla to the Board of
Directors, concurrently with or following the appointment of the New
Appointees.
Following the appointment of the New Appointees and Mr. Altavilla, the
Board shall consist solely of the following nine (9) members: Alfredo
Altavilla, Randal Baker, Palmer Clarkson, Danny Cunningham, E. James Ferland,
Richard Holder, Robert Peterson (Chairman), Sidney Simmons and Holly Van
Deursen. Subject to the Company's corporate governance guidelines and New
York Stock Exchange rules and applicable laws, the Board and all applicable
committees of the Board shall take all actions necessary to ensure that,
following the appointment of the New Appointees and Mr. Altavilla, the
committees of the Board shall be constituted as follows:
Audit Compensation Nominating and
Corporate Governance
__________________________________________________________________________
Danny Cunningham Holly Van Deursen Robert PEterson
(Chair) (chair) (Chair)
Alfredo Altavilla Alfredo Altavilla Palmer Clarkson
Richard Holder Palmer Clarkson E. James Ferland
Sidney Simmons E. James Ferland Holly Van Deursen
Richard Holder Sidney Simmons
Southeastern hereby agrees that, until one day following the Company's
2019 annual meeting of stockholders, it shall not call or seek to call, or
encourage any other party to call or seek to call, a special meeting of the
stockholders of the Company. In the event any person or entity other than
Southeastern calls a special meeting of the stockholders of the Company,
Southeastern hereby agrees that it will not (i) nominate or recommend for
nomination any person for election at such special meeting or seek the
removal of any member of the Board, directly or indirectly, (ii) submit any
proposal for consideration at, or bring any other business before, such
special meeting, directly or indirectly, (iii) initiate, encourage or
participate in any "vote no," "withhold" or similar campaign with respect to
such special meeting, directly or indirectly or (iv) grant any proxy, consent
or authority to vote with respect to any matter pertaining to the Company
(other than the named proxies included in the Company's proxy card for a
special meeting). Southeastern shall not during this same period publicly or
privately encourage or support any other stockholder to take any of the
actions described in this paragraph. Southeastern hereby agrees that it will
appear in person or by proxy at any special meeting of the stockholders of
the Company called by any person or entity other than Southeastern and vote
all shares of Common Stock beneficially owned by Southeastern and with
respect to which it has voting power at such meeting in accordance with the
Board's recommendation with respect to any Company proposal or stockholder
proposal presented at such meeting; provided, however, that in the event that
Institutional Shareholder Services Inc. (ISS) or Glass Lewis & Co., LLC
(Glass Lewis) recommends otherwise with respect to any Company proposal or
stockholder proposal presented at such meeting (other than proposals relating
to the election of directors), Southeastern shall be permitted to vote in
accordance with the ISS or Glass Lewis recommendation.
Southeastern represents and warrants that it and its affiliates
beneficially own in the aggregate 5,900,024 shares of the Company's common
stock ("Common Stock") with respect to which it votes 5,841,674 shares.
Southeastern hereby acknowledges that it is aware that the United States
securities laws prohibit, among other things, any person who has obtained
from the Company or any of its agents material, non-public information with
respect to the Company from transacting in the securities of the Company or
from communicating such information to any other person under circumstances
in which it is reasonably foreseeable that such person is likely to transact
in such securities. Southeastern hereby agrees to comply with such laws.
Promptly following the execution of this letter agreement, the Company
shall prepare and issue a press release, and shall consider in good faith any
reasonable requests from Southeastern regarding the content thereof. Prior
to the issuance of such press release concerning the appointment of the New
Appointees, neither the Company nor Southeastern shall issue any press
release or make public announcement regarding this letter agreement or the
matters contemplated hereby without the prior written consent of the other
Party. During the Restricted Period (as defined below), neither the Company
nor Southeastern shall make any public announcement or statement that is
inconsistent with or contrary to the terms of this letter agreement or such
press release (including the filing or furnishing of any document or report
with the SEC or any other governmental agency or any disclosure to any
securities analyst, journalist or member of the media). Subject to applicable
law, each of the Parties covenants and agrees that, from the date hereof
until the date that is 90 days prior to the first anniversary of the
Company's 2018 annual meeting of stockholders (the "Restricted Period") or if
earlier, until such time as the other Party or any of its agents,
subsidiaries, affiliates, successors, assigns, officers, key employees or
directors shall have breached these non-disparagement provisions, neither it
nor any of its respective agents, subsidiaries, affiliates, successors,
assigns, officers, key employees or directors, shall in any way publicly
criticize, disparage, call into disrepute or otherwise defame or slander the
other Party or such other Party's subsidiaries, affiliates, successors,
assigns, officers (including any current officer of a Party or a Party's
subsidiaries who no longer serves in such capacity at any time following the
execution of this letter agreement), directors (including any current
director of a Party or a Party's subsidiaries who no longer serves in such
capacity at any time following the execution of this letter agreement),
employees, stockholders, agents, attorneys or representatives, or any of
their businesses, products or services, in any manner that would reasonably
be expected to damage the business or reputation of such other Party, their
businesses, products or services or their subsidiaries, affiliates,
successors, assigns, officers (or former officers), directors (or former
directors), employees, stockholders, agents, attorneys or representatives.
For purposes of this paragraph, no actions taken by any director, agent or
other representative of a Party in any capacity other than on behalf of, and
at the direction of, such Party will be covered by this letter agreement.
Each of Southeastern, on the one hand, and the Company, on the other
hand, acknowledges and agrees that irreparable injury to the other Party
hereto would occur in the event any of the provisions of this letter
agreement were not performed in accordance with their specific terms or were
otherwise breached and that such injury would not be adequately compensable
by the remedies available at law (including the payment of money damages).
It is accordingly agreed that each party shall each be entitled to specific
enforcement of, and injunctive relief to prevent any violation of, the terms
hereof, and the other party hereto will not take action, directly or
indirectly, in opposition to such party seeking such relief on the grounds
that any other remedy or relief is available at law or in equity. Specific
performance is not the exclusive remedy for any violation of this letter
agreement.
This letter agreement and all claims and causes of action hereunder,
whether in tort or contract, or at law or in equity, shall be governed by and
construed and enforced in accordance with the laws of the State of New York
without reference to the conflict of laws principles thereof. The Parties
acknowledge that nothing in this letter agreement limits the exercise of any
director's fiduciary duty as a director of the Company under applicable law
(including the New Appointees). In the event that any term or provision of
this letter agreement shall become, or is declared by a court of competent
jurisdiction to be, illegal, unenforceable or void, this letter agreement
shall continue in full force and effect without said term or provision as
close as possible to the intent of the Parties hereto. This letter agreement
contains the entire understanding of the Parties with respect to the subject
matter of this letter agreement.
[Remainder of page intentionally left blank. Signature page follows]
IN WITNESS WHEREOF, each of the Parties hereto has executed this letter
agreement as of the date first written above.
ACTUANT CORPORATION
By: /s/ Robert A. Peterson
Name: Robert A. Peterson
Title: Chairman
SOUTHEASTERN ASSET
MANAGEMENT, INC.
By: /s/ Andrew R. McCarroll
Name: Andrew R. McCarroll
Title: General Counsel
13
US-DOCS99705793.8
US-DOCS99705793.8
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