SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.___)*
PAXAR CORP.
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(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $0.10 PER SHARE
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(TITLE OF CLASS OF SECURITIES)
704227107
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(CUSIP NUMBER)
JOEL M. FRANK
OZ MANAGEMENT, L.L.C.
9 WEST 57TH STREET, 39TH FLOOR
NEW YORK, NY 10019
212-790-0000
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS)
MARCH 27, 2007
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(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 Sections 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 Section 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
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 purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to
the liabilities of that section of the Exchange Act but shall be subject to all
other provisions of the Exchange Act (however, see the Notes).
CUSIP NO. 704227107 Schedule 13D Page 2 of 9 Pages
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only)
OZ Management, L.L.C.
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)[ ]
(b)[x]
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3. SEC USE ONLY
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4. Source of Funds (See Instructions)
OO. See Item 3.
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
[ ]
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6. Citizenship or Place of Organization
Delaware
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7. Sole Voting Power
3,160,588
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NUMBER OF 8. Shared Voting Power
SHARES
BENEFICIALLY 0
OWNED BY ------------------------------------------------------
EACH 9. Sole Dispositive Power
REPORTING
PERSON WITH 3,160,588
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10. Shares Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,160,588
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
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13. Percent of Class Represented by Amount in Row (11)
7.6%
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14. Type of Reporting Person (See Instructions)
IA
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CUSIP NO. 704227107 Schedule 13D Page 3 of 9 Pages
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only)
Daniel S. Och
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)[ ]
(b)[x]
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3. SEC USE ONLY
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4. Source of Funds (See Instructions)
OO. See Item 3.
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
[ ]
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6. Citizenship or Place of Organization
United States
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7. Sole Voting Power
3,160,588
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NUMBER OF 8. Shared Voting Power
SHARES
BENEFICIALLY 0
OWNED BY ------------------------------------------------------
EACH 9. Sole Dispositive Power
REPORTING
PERSON WITH 3,160,588
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10. Shares Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,160,588
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
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13. Percent of Class Represented by Amount in Row (11)
7.6%
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14. Type of Reporting Person (See Instructions)
IN
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CUSIP NO. 704227107 Schedule 13D Page 4 of 9 Pages
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the shares (the "Shares") of common
stock, $0.01 par value (the "Common Stock"), of Paxar Corp. (the "Issuer"). The
principal executive office of the Issuer is located at 105 Corporate Park Drive,
White Plains, New York, 10604.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by OZ Management, L.L.C. ("OZ"), a
Delaware limited liability company and Daniel S. Och
(collectively, the "Reporting Persons"). Mr. Och is the Senior
Managing Member of OZ. The Shares are held by certain
investment funds and discretionary accounts managed by the
Reporting Persons (the "Accounts"). OZ and Mr. Och may be
deemed to have beneficial ownership with respect to the
Shares.
(b) The principal business address of the Reporting Persons is
9 West 57th Street, 39th Floor, New York, NY 10019.
(c) The principal business of OZ is managing a number of
investment funds and discretionary accounts holding securities
over which the Reporting Persons have voting and dispositive
power. Mr. Och's principal business is to serve as an
investment adviser.
(d) None of the Reporting Persons has, during the last five years,
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the Reporting Persons has, during the last five
years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted
in a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violations
with respect to such laws.
(f) OZ is a limited liability company organized in Delaware. Mr.
Och is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Shares reported in Item 5 as beneficially owned by the Reporting Persons
were acquired with funds of approximately $76,709,001 million (including
brokerage commissions). All funds to acquire the Shares were provided from
capital of the Accounts.
The Shares reported herein were acquired by the Reporting Persons for investment
purposes and not with a view towards changing or influencing control of the
Issuer. The Issuer has entered into an Agreement and Plan of Merger with Avery
Dennison Corporation and Alpha Acquisition Corp., dated March 22, 2007. Since
some of the Shares were acquired following the public announcement of the merger
agreement, under interpretations of the Staff of the Securities and Exchange
Commission, the Reporting Persons may be deemed to have acquired the Shares in
connection with the proposed merger.
The Reporting Persons reserve the right to acquire, or cause to be acquired,
additional securities of the Issuer or derivatives or other instruments related
thereto, to dispose of, or cause to be disposed of, such securities, derivatives
or other instruments at any time and to formulate other purposes, plans or
proposals regarding the Issuer or any of its securities, to the extent deemed
advisable in
CUSIP NO. 704227107 Schedule 13D Page 5 of 9 Pages
light of general investment and trading policies of the Reporting
Persons, market conditions or other factors.
Except as set forth herein, the Reporting Persons do not have any plans or
proposals at this time that relate to or would result in any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate percentage of Shares reported to be beneficially
owned by the Reporting Persons is based upon 41,501,999 shares
of Common Stock outstanding as of February 26, 2007, which is
the total number of shares of Common Stock outstanding as
reported in the Issuer's Annual Report on Form 10-K for the
period ended December 31, 2006.
As of the date of this filing, the Reporting Persons may be
deemed to beneficially own 3,160,588 shares of Common Stock,
constituting approximately 7.6% of the shares of Common Stock
outstanding.
(b) The Reporting Persons have sole voting and dispositive powers
over the 3,160,588 Shares reported herein, which powers are
exercisable by Mr. Och as Senior Managing Member of OZ.
(c) Information concerning transactions in the Shares during the
past sixty days effected by the Accounts for which the
Reporting Persons have management and discretionary authority
is set forth in Schedule I hereto and is incorporated herein
by reference.
(d) No person other than the Accounts of OZ has the right to
receive or the power to direct the receipt of dividends from,
or the proceeds of the sale, of the securities being reported
herein.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The Reporting Persons may, from time to time, enter into and dispose of
cash-settled equity swap or other similar derivative transactions with one or
more counterparties that are based upon the value of Common Stock of the Issuer,
which transactions may be significant in amount. The profit, loss and/or return
on such contracts may be wholly or partially dependent on the market value of
the Common Stock, the relative value of Common Stock in comparison to one or
more other financial instruments, indexes or securities, a basket or group of
securities in which Common Stock may be included, or a combination of any of the
foregoing. These contracts will not give the Reporting Persons direct or
indirect voting, or dispositive control over any securities of the Issuer and do
not require the counterparties thereto to acquire, hold, vote or dispose of any
securities of the Issuer. Accordingly, the Reporting Persons disclaim any
beneficial ownership in any securities
CUSIP NO. 704227107 Schedule 13D Page 6 of 9 Pages
that may be referenced in such contracts or that may be held from time to time
by any counterparties to such contracts.
Except as described herein, there are no contracts, arrangements, understandings
or relationships (legal or otherwise) among the persons named in Item 2 hereof
and between such persons and any person with respect to any securities of the
Issuer, including but not limited to transfer or voting of any other securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, divisions of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
1. Joint Acquisition Statement Pursuant to Rule 13d-1(k).
CUSIP NO. 704227107 Schedule 13D Page 7 of 9 Pages
SIGNATURE
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.
OZ Management, L.L.C.
By: /s/ Daniel S. Och
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Name: Daniel S. Och
Title: Senior Managing Member
/s/ Daniel S. Och
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Daniel S. Och
Dated: April 5, 2007
CUSIP NO. 704227107 Schedule 13D Page 8 of 9 Pages
SCHEDULE I
TRANSACTIONS IN THE PAST SIXTY DAYS BY THE ACCOUNTS
Unless otherwise indicated, each of the transactions described below
was effected for cash on the New York Stock Exchange.
Date Purchase/Sale Number of Shares Price per Share
2/12/2007 Sale 39,150 $22.32
2/13/2007 Purchase 90,407 $22.64
2/16/2007 Purchase 417,850 $22.62
3/23/2007 Purchase 150,000 $28.64
3/26/2007 Purchase 437,729 $28.68
3/27/2007 Purchase 366,897 $28.69
3/28/2007 Purchase 395,900 $28.66
CUSIP NO. 704227107 Schedule 13D Page 9 of 9 Pages
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing
statement on Schedule 13D, is filed on behalf of the undersigned and that all
subsequent amendments to this statement on Schedule 13D, shall be filed on
behalf of each of the undersigned without the necessity of filing additional
joint acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained therein, but
shall not be responsible for the completeness or accuracy of the information
concerning the others, except to the extent that he or it know or has reason to
believe that such information is inaccurate.
OZ Management, L.L.C.
By: /s/ Daniel S. Och
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Name: Daniel S. Och
Title: Senior Managing Member
/s/ Daniel S. Och
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Daniel S. Och
Dated: April 5, 2007