þ | Rule 13d-1(b) | |
o | Rule 13d-1(c) | |
o | Rule 13d-1(d) |
* | 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 the disclosures provided in a prior cover page. |
CUSIP No. |
067774109 |
13G | Page | 2 |
of | 10 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. Identification No. of Above Persons (Entities Only) Pershing Square Capital Management, L.P. |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | -0- | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | -0- | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | -0- | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
-0- | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
0 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * * | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
0.0% | |||||
12 | TYPE OF REPORTING PERSON * * | ||||
IA |
CUSIP No. |
067774109 |
13G | Page | 3 |
of | 10 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. Identification No. of Above Persons (Entities Only) PS Management GP, LLC |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * * |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | -0- | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | -0- | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | -0- | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
-0- | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
0 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * * | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
0.0% | |||||
12 | TYPE OF REPORTING PERSON * * | ||||
OO |
CUSIP No. |
067774109 |
13G | Page | 4 |
of | 10 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. Identification No. of Above Persons (Entities Only) Pershing Square GP LLC |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * * |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | -0- | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | -0- | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | -0- | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
-0- | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
0 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * * | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
0.0% | |||||
12 | TYPE OF REPORTING PERSON * * | ||||
IA |
CUSIP No. |
067774109 |
13G | Page | 5 |
of | 10 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. Identification No. of Above Persons (Entities Only) William A. Ackman |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * * |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | -0- | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | -0- | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | -0- | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
-0- | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
0 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * * | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
0.0% | |||||
12 | TYPE OF REPORTING PERSON * * | ||||
IN |
CUSIP No. |
067774109 |
13G | Page | 6 |
of | 10 Pages |
(i) | Pershing Square Capital Management, L.P., a Delaware limited partnership (the Investment Manager), which serves as investment advisor or management company to Pershing Square, L.P. (Pershing Square), a Delaware limited partnership, Pershing Square II, L.P. (Pershing Square II), a Delaware limited partnership, and Pershing Square International, Ltd. (Pershing Square International), a Cayman Islands exempted company, with respect to the shares of Common Stock (as defined in Item 2(d) below) directly owned by Pershing Square, Pershing Square II and Pershing Square International; | ||
(ii) | PS Management GP, LLC, a Delaware limited liability company (PS Management), which serves as the general partner of the Investment Manager, with respect to the shares of Common Stock directly owned by Pershing Square, Pershing Square II and Pershing Square International; | ||
(iii) | Pershing Square GP, LLC (the General Partner), a Delaware limited liability company, which serves as the general partner of each of Pershing Square and Pershing Square II, with respect to the shares of Common Stock directly owned by Pershing Square and Pershing Square II; and | ||
(iv) | William A. Ackman, an individual (Mr. Ackman), who serves as the managing member of each of PS Management and the General Partner, with respect to the shares of Common Stock directly owned by Pershing Square, Pershing Square II and Pershing Square International. |
CUSIP No. |
067774109 |
13G | Page | 7 |
of | 10 Pages |
Item 3. | If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: |
(a)
|
o | Broker or dealer registered under Section 15 of the Act, | ||
(b)
|
o | Bank as defined in Section 3(a)(6) of the Act, | ||
(c)
|
o | Insurance Company as defined in Section 3(a)(19) of the Act, | ||
(d)
|
o | Investment Company registered under Section 8 of the Investment Company Act of 1940, | ||
(e)
|
þ | Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E),1 | ||
(f)
|
o | Employee Benefit Plan or Endowment Fund in accordance with 13d-1 (b)(1)(ii)(F), |
||
(g)
|
þ | Parent Holding Company or control person in accordance with Rule 13d-1 (b)(1)(ii)(G),2 | ||
(h)
|
o | Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act, | ||
(i)
|
o | Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940, | ||
(j)
|
o | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
1 | With respect to the Investment Manager and the General Partner. | |
2 | With respect to PS Management and Mr. Ackman. |
CUSIP No. |
067774109 |
13G | Page | 8 |
of | 10 Pages |
A. | Pershing Square Capital Management, L.P. |
(a) | May be deemed to have beneficially owned: 0 shares of Common Stock. | ||
(b) | Percent of class: 0.0% | ||
(c) | Number of shares as to which such person may be deemed to have: |
(i) | Sole power to vote or direct the vote: -0- | ||
(ii) | Shared power to vote or direct the vote: -0- | ||
(iii) | Sole power to dispose or direct the disposition: -0- | ||
(iv) | Shared power to dispose or direct the disposition: -0- |
B. | PS Management GP, LLC |
(a) | May be deemed to have beneficially owned: 0 shares of Common Stock. | ||
(b) | Percent of class: 0.0% | ||
(c) | Number of shares as to which such person may be deemed to have: |
(i) | Sole power to vote or direct the vote: -0- | ||
(ii) | Shared power to vote or direct the vote: -0- | ||
(iii) | Sole power to dispose or direct the disposition: -0- | ||
(iv) | Shared power to dispose or direct the disposition: -0- |
C. | Pershing Square GP, LLC |
(a) | May be deemed to have beneficially owned: 0 shares of Common Stock. | ||
(b) | Percent of class: 0.0% | ||
(c) | Number of shares as to which such person may be deemed to have: |
(i) | Sole power to vote or direct the vote: -0- | ||
(ii) | Shared power to vote or direct the vote: -0- | ||
(iii) | Sole power to dispose or direct the disposition: -0- | ||
(iv) | Shared power to dispose or direct the disposition: -0- |
D. | William A. Ackman |
(a) | May be deemed to have beneficially owned: 0 shares of Common Stock. | ||
(b) | Percent of class: 0.0% |
CUSIP No. |
067774109 |
13G | Page | 9 |
of | 10 Pages |
(c) | Number of shares as to which such person may be deemed to have: |
(i) | Sole power to vote or direct the vote: -0- | ||
(ii) | Shared power to vote or direct the vote: -0- | ||
(iii) | Sole power to dispose or direct the disposition: -0- | ||
(iv) | Shared power to dispose or direct the disposition: -0- |
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
CUSIP No. |
067774109 |
13G | Page | 10 |
of | 10 Pages |
PERSHING SQUARE CAPITAL MANAGEMENT, L.P. | ||||||
By: | PS Management GP, LLC, | |||||
its General Partner | ||||||
By: | /s/ William A. Ackman
|
|||||
Managing Member | ||||||
PS MANAGEMENT GP, LLC | ||||||
By: | /s/ William A. Ackman
|
|||||
Managing Member | ||||||
PERSHING SQUARE GP, LLC | ||||||
By: | /s/ William A. Ackman
|
|||||
Managing Member | ||||||
WILLIAM A. ACKMAN | ||||||
/s/ William A. Ackman | ||||||
PERSHING SQUARE CAPITAL MANAGEMENT, L.P. | ||||||
By: | PS Management GP, LLC, | |||||
its General Partner | ||||||
By: | /s/ William A. Ackman
|
|||||
Managing Member | ||||||
PS MANAGEMENT GP, LLC | ||||||
By: | /s/ William A. Ackman
|
|||||
Managing Member | ||||||
PERSHING SQUARE GP, LLC | ||||||
By: | /s/ William A. Ackman
|
|||||
Managing Member | ||||||
WILLIAM A. ACKMAN | ||||||
/s/ William A. Ackman | ||||||