SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 1
Jacuzzi Brands, Inc.
___________________________________________
(Name of Issuer)
Common Stock
___________________________________________
(Title of Class and Securities)
469865109
___________________________________________
(CUSIP Number of Class of Securities)
O. Mason Hawkins
Chairman of the Board and C.E.O.
and
Michael J. Wittke
Legal Counsel and CCO
Southeastern Asset Management, Inc.
6410 Poplar Avenue; Suite 900
Memphis, TN 38119
(901) 761-2474
___________________________________________________________
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 11, 2006
___________________________________________
(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: [X]
CUSIP No. 469865109 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) [X]
___________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Tennessee
___________________________________________________________________
:(7) SOLE VOTING POWER
: (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY : 2,532,500 shares
OWNED BY EACH REPORTING PERSON ________________________________
WITH :(8) SHARED OR NO VOTING POWER
: 14,609,800 shares (Shared)
1,148,300 shares (None)
________________________________
:(9) SOLE DISPOSITIVE POWER
: (Discretionary Accounts)
: 3,680,800 shares
________________________________
:(10) SHARED OR NO DISPOSITIVE POWER
: 14,609,800 shares (Shared)
0 shares (None)
___________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,290,600 shares
___________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES
___________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
23.6%
___________________________________________________________________
(14) TYPE OF REPORTING PERSON
IA
___________________________________________________________________
CUSIP No. 469865109 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) [X]
___________________________________________________________________
(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
: 14,609,800 shares
________________________________
:(9) SOLE DISPOSITIVE POWER
:
: None
________________________________
:(10) SHARED DISPOSITIVE POWER
: 14,609,800 shares
___________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,609,800 shares
___________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES
___________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
18.8%
___________________________________________________________________
(14) TYPE OF REPORTING PERSON
IV
___________________________________________________________________
CUSIP No. 469865109 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 4. Purpose of Transaction
Item 4 of the Schedule 13D filed on August 14, 2006, by Southeastern Asset
Management (Southeastern) with respect to the securities of Jacuzzi Brands,
Inc. (Jacuzzi) purchased on behalf of Southeastern?s clients is hereby updated
with the following additional information:
On August 14, 2006, Southeastern filed a Schedule 13D supporting the Board's
decision to name Alex Marini as CEO, and stating our desire to work with Mr.
Marini and the Board to assess the various long-term strategies available to
maximize the company's value. Since that time, Southeastern has had
discussions with management and the Board regarding a variety of possible long-
term alternatives.
Our initial reaction to today?s announcement is that we vehemently oppose this
transaction, because the $12.50 price is completely insufficient. The Board
began a process of exploring options at an inopportune time, when the results
of the Bath division were far below what it?s capable of producing. Now that Al
Marini is in place as CEO, the company is finally in position to fix Bath and
eliminate significant unnecessary corporate expenses. The Zurn division has a
tremendous long-term outlook and is worth more than this transaction implies.
We would much rather proceed as an independent company under Al Marini, rather
than hand over future profits to a very smart group at a bad time. There is a
huge opportunity to fix Bath, cut corporate expenses, and to continue to grow
Zurn. We fear that the Board, who owns very little stock and has lived through
many different mistakes and unpleasant episodes, took a bid despite a low price
because they wanted to wash their hands of the whole thing. The asbestos
liability is one that we believe to be a non-issue, and the buyers are
apparently not too worried about it either.
Once we receive the proxy materials we will review the offer and process in
fuller detail. While our actions are limited somewhat by the terms of the
Standstill Agreement between Southeastern and Jacuzzi (see Exhibit 10.48 to
Jacuzzi Brands 10K filed on December 24, 2002 and Jacuzzi Brands 8K filed on
August 12, 2005), we currently intend to vote against this transaction with the
maximum percentage permitted under that Agreement.
This Schedule 13D amendment is a public communication of how Southeastern
intends to vote on this transaction as contemplated by Rule 14a-1 under the
Securities Exchange Act of 1934, as amended (the Exchange Act), and is not a
solicitation of a proxy from any security holder of Jacuzzi Brands, as such
terms are defined in Regulation 14A of the Exchange Act.
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: October 11, 2006
SOUTHEASTERN ASSET MANAGEMENT, INC.
By /s/ Michael J. Wittke
_______________________________
Michael J. Wittke
Legal Counsel and CCO
LONGLEAF PARTNERS SMALL-CAP FUND
By /s/ O. Mason Hawkins
_______________________________
O. Mason Hawkins
Trustee and Co-Portfolio Manager
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 13D with respect
to the Securities of the Issuer and further agree that this joint
filing agreement be included as an exhibit to this Schedule 13D. In
evidence thereof, the undersigned hereby execute this Agreement as
of October 11, 2006.
Southeastern Asset Management, Inc.
By /s/ Michael J. Wittke
__________________________________
Michael J. Wittke
Legal Counsel and CCO
Longleaf Partners Small-Cap Fund
By /s/ O. Mason Hawkins
_______________________________
O. Mason Hawkins
Trustee and Co-Portfolio Manager
O. Mason Hawkins, Individually
/s/ O. Mason Hawkins
_______________________________
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