UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
LINENS 'N THINGS, INC.
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(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
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(Title of Class of Securities)
535679104
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(CUSIP Number)
with copies to:
Jon Scheving Thorsteinsson John M. Reiss, Esq. David M. Barbash, Esq.
Arev Gregory Pryor, Esq. Danika M. Haueisen, Esq.
Bankastraeti 5 White & Case LLP Nixon Peabody LLP
105 Reykjavik 1155 Avenue of the Americas 100 Summer Street
Republic of Iceland New York, NY 10036 Boston, MA 02110
+44 7843 462247 (212) 819-8247 (617) 345-6024
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 24, 2005
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
|_|.
SCHEDULE 13D
CUSIP No. 535679104
1 NAME OF REPORTING PERSONS
Jakup a Dul Jacobsen
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO (see Item 3)
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Denmark
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED 0
BY EACH REPORTING 8 SHARED VOTING POWER
PERSON WITH 5,393,100(1)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
5,393,100(1)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,393,100(1)
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9%
14 TYPE OF REPORTING PERSON
IN
(1) Jakup a Dul Jacobsen may be deemed to be the beneficial owner of the shares
of common stock of Linens 'n Things, Inc. reported herein by Lagerinn ehf
through his direct ownership of Lagerinn ehf and through arrangements with
Kaupthing Bank hf. See Item 3.
SCHEDULE 13D
CUSIP No. 535679104
1 NAME OF REPORTING PERSONS
Lagerinn ehf
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC, BK (see Item 3)
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Iceland
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED 0
BY EACH REPORTING 8 SHARED VOTING POWER
PERSON WITH 5,393,100(1)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
5,393,100(1)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,393,100(1)
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9%
14 TYPE OF REPORTING PERSON
CO
(1) Lagerinn ehf may be deemed to be the beneficial owner of the shares of
common stock of Linens 'n Things, Inc. through arrangements with Kaupthing
Bank hf. See Item 3.
SCHEDULE 13D
CUSIP No. 535679104
1 NAME OF REPORTING PERSONS
TF Holding P/F
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC, BK (see Item 3)
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Faroe Islands
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED 0
BY EACH REPORTING 8 SHARED VOTING POWER
PERSON WITH 1,348,275(1)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,348,275(1)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,348,275(1)
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9%
14 TYPE OF REPORTING PERSON
CO
(1) TF Holding P/F and Lagerinn ehf have agreed in principle that Lagerinn ehf
will sell and TF Holding P/F will purchase twenty-five percent (25%) of the
shares of common stock of Linens 'n Things, Inc. owned by Lagerinn ehf as
of the close of business on October 25, 2005. TF Holding P/F hereby
disclaims beneficial ownership of (i) the remaining seventy-five percent
(75%) of shares of common stock of Linens 'n Things, Inc. owned by Lagerinn
ehf as of the close of business on October 25, 2005 and excludes all such
shares from this table. See Item 3.
SCHEDULE 13D
CUSIP No. 535679104
1 NAME OF REPORTING PERSONS
Kaupthing Bank hf.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC (see Item 3)
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Iceland
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED 0
BY EACH REPORTING 8 SHARED VOTING POWER
PERSON WITH 5,393,100(1)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
5,393,100(1)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,393,100(1)
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9%
14 TYPE OF REPORTING PERSON
BK
(1) Kaupthing Bank hf. may be deemed to be the beneficial owner of the
shares of common stock of Linens 'n Things, Inc. through arrangements with
Lagerinn ehf. See Item 3.
The statement on Schedule 13D filed on September 22, 2005 relating to the
common stock, $0.01 par value per share (the "Common Stock"), of Linens 'n
Things, Inc., a Delaware corporation (the "Issuer"), as amended by Amendment No.
1 to the Schedule 13D filed on September 27, 2005 (the "Schedule 13D"), is
hereby further amended as set forth below by this Amendment No. 2 to the
Schedule 13D. Capitalized terms used herein and not otherwise defined herein
shall have the respective meanings assigned to such terms in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended and restated as follows:
The aggregate purchase price of the 5,393,100 shares of the Common Stock
currently beneficially owned by Jacobsen, Lagerinn and Kaupthing (the "Shares")
was $137,045,210 (the "Purchase Price"). The Shares were purchased by Kaupthing
in accordance with certain Agreements, by and between Kaupthing and Lagerinn,
(the "Equity Swap Agreements"). Lagerinn and Kaupthing may be deemed to be the
beneficial owners of the Shares because they entered into the Equity Swap
Agreements and Jacobsen may be deemed to beneficially own the Shares because of
his direct ownership of all the shares of Lagerinn.
Kaupthing has purchased and holds the Shares pursuant to the Equity Swap
Agreements by using available working capital. Lagerinn has the right at any
time to close out the Equity Swap Agreements and purchase the Shares. Kaupthing
shall hold the Shares until the earlier of (i) April 5, 2006 and (ii) such
earlier date as Lagerinn closes the swap agreement and purchases the Shares (the
"Closing Date"). On the Closing Date, Lagerinn is obligated to purchase the
Shares from Kaupthing pursuant to the Equity Swap Agreements. Lagerinn has the
exclusive right to direct Kaupthing to vote and dispose of the Shares. Pursuant
to the Equity Swap Agreements, Lagerinn bears the economic risk and benefit of
the Shares. Any dividends paid on the Shares shall be paid to Lagerinn on the
Closing Date. If Lagerinn does not purchase the Shares by April 5, 2006,
Kaupthing has the right to dispose of the Shares as it sees fit and shall pay to
Lagerinn, with respect to the Shares purchased pursuant to each Equity Swap
Agreement, the increase in value of such Shares from the date of such Equity
Swap Agreement (subject to certain offsets for fees and brokerage commissions).
In the event that Lagerinn does not purchase the Shares by April 5, 2006 and the
Shares decrease in value, Lagerinn shall pay to Kaupthing, with respect to the
Shares purchased pursuant to each Equity Swap Agreement, the amount of the
decrease in value of such Shares from the date of such Equity Swap Agreement
(together with certain fees and brokerage commissions). Lagerinn is also
obligated to pay to Kaupthing (i) interest on the Purchase Price at 5.0863%; and
(ii) certain fees. Jacobsen and Lagerinn have pledged certain assets other than
the Shares to Kaupthing to secure Lagerinn's obligations under the Equity Swap
Agreements. The foregoing summary of the Equity Swap Agreements is qualified in
its entirety by reference to the Equity Swap Agreements, copies of English
translations of which are filed as Exhibit B, Exhibit C and Exhibit D to this
Statement. Lagerinn expects that it will purchase the Shares from Kaupthing by
using available working capital.
Lagerinn has agreed in principle with TF Holding that Lagerinn will sell
and TF Holding will purchase twenty-five percent (25%) of the Common Stock owned
by Lagerinn as of the close of business on October 25, 2005. The sale price
has not been finally determined but will be Lagerinn's average purchase price
for the Shares plus a pro rata share of Lagerinn's costs incurred for its
purchases of the Shares through October 25, 2005 (including advisor fees) (the
"Sale Price"). The Sale Price will be funded from TF Holding's
working capital. TF Holding may determine to use borrowings from one or more
financial institutions (which have not yet been identified) but has not yet
determined to do so. TF Holding is not obligated to purchase more than two
hundred fifty (250) million Danish Kroner ("DKK") worth of Shares from Lagerinn.
If the aggregate Sale Price would be greater than DKK two hundred fifty (250)
million, then the number of shares that TF Holding is obligated to purchase
shall be reduced by the number of shares required to make the aggregate Sale
Price equal to DKK two hundred fifty (250) million. As part of the agreement in
principle, Lagerinn will also have the right to repurchase the Shares sold to TF
Holding at a per share price equal to the prevailing market price of such Shares
on the New York Stock Exchange at the time Lagerinn exercises such right. The
repurchase right will exist only if the share price increases more than three
hundred percent (300%) by October 1, 2009 as compared to the closing price on
the New York Stock Exchange on October 25, 2005. Additionally, if TF Holding
decides to dispose of the Shares purchased from Lagerinn, Lagerinn will have the
right of first refusal to purchase such Shares at the prevailing market price of
such Shares on the New York Stock Exchange. The agreement in principle has not
yet been reduced to writing.
Item 5. Interest in Securities of the Issuer
Item 5 of the statement on Schedule 13D is hereby amended and restated as
follows:
(a)-(b) Set forth in the table below is the number and percentage of shares
of Common Stock beneficially owned by each Reporting Person as of October 24,
2005.
Number of Shares Number of Shares Aggregate
Beneficially Owned with Beneficially Owned with Number of Percentage of
Sole Voting and Shared Voting and Shares Class
Dispositive Power Dispositive Power Beneficially Beneficially
Name Owned Owned(1)
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Reporting Persons 0 5,393,100 5,393,100 11.9
Lagerinn ehf (2) 0 5,393,100 5,393,100 11.9
Jakup a Dul Jacobsen (2) 0 5,393,100 5,393,100 11.9
TF Holding P/F (3) 0 1,348,275 1,348,275 2.9
Kaupthing Bank hf. (2) 0 5,393,100 5,393,100 11.9
(1) The percentages of Common Stock indicated in this table are based on the
45,290,079 shares of Common Stock outstanding as of August 1, 2005, as
disclosed in the Issuer's most recent Form 10-Q filed with the Securities
and Exchange Commission. Any Common Stock not outstanding which is subject
to options or conversion privileges which the beneficial owner had the
right to exercise on or within 60 days after the date hereof is deemed
outstanding for purposes of computing the percentage of Common Stock owned
by such beneficial owner and for the Reporting Persons but
is not deemed outstanding for the purpose of computing the percentage of
outstanding Common Stock owned by any other beneficial owner.
(2) Lagerinn ehf may be deemed to be the beneficial owner of the shares of
common stock of Linens 'n Things, Inc. through arrangements with Kaupthing.
Jakup a Dul Jacobsen may be deemed to be the beneficial owner of the shares
of common stock of the Issuer reported herein by Lagerinn ehf through his
direct ownership of Lagerinn ehf and through arrangements with Kaupthing.
See Item 3.
(3) TF Holding and Lagerinn have agreed in principle that Lagerinn will sell
and TF Holding will purchase twenty-five percent (25%) of the Common Stock
owned by Lagerinn as of the close of business on October 25, 2005. TF
Holding hereby disclaims beneficial ownership of (i) the remaining
seventy-five percent (75%) of the Common Stock owned by Lagerinn as of the
close of business on October 25, 2005 and excludes all such shares from
this table.
Other than as described above, no Reporting Person, and to the best
knowledge of the Reporting Persons, none of the persons set forth on Schedule A
to the Schedule 13D, beneficially owns any securities of the Issuer.
(c) Information concerning transactions in the Common Stock effected by the
Reporting Persons since the most recent filing of the Schedule 13D is set forth
in Schedule B hereto and is incorporated herein by reference. All of the
transactions in Shares listed on Schedule B hereto were effected in open market
purchases on the New York Stock Exchange by Kaupthing Securities, Inc., a
Delaware corporation and subsidiary of Kaupthing.
(d) Dividends on the Shares will be paid to Kaupthing as the record owner
of the Shares at all times prior to the Closing Date. Any such dividends,
however, are to be paid to Lagerinn on the Closing Date.
Other than as described above, to the best knowledge of the Reporting
Persons, no person (other than the Reporting Persons) has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the Shares.
(e) Not applicable.
SIGNATURE
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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 25, 2005
JAKUP A DUL JACOBSEN
/s/ Jakup a Dul Jacobsen
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LAGERINN EHF
/s/ Sigurdur Berntsson
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Name: Sigurdur Berntsson
Title: Chief Financial Officer
TF HOLDING P/F
/s/ Gunnar i Lida
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Name: Gunnar i Lida
Title: Managing Director
KAUPTHING BANK HF.
/s/ Hannes Frimann Hrolfsson
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Name: Hannes Frimann Hrolfsson
Title: Head of FX and Derivatives Sales
Treasury of Kaupthing Bank Iceland
/s/ Gudmundur Thordur Gudmundsson
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Name: Gudmundur Thordur Gudmundsson
Title: Managing Director Treasury of
Kaupthing Bank Iceland
SCHEDULE B
Schedule B to the Schedule 13D is hereby amended as follows:
Transactions in the Shares by the Reporting Persons since the most recent filing
of the Schedule 13D
Date of Average Price Per
Name Transaction Amount of Shares Share
Kaupthing(1) 10/25/05 280,000 $24.82
Kaupthing(1) 10/24/05 274,400 $24.82
Kaupthing(1) 10/21/05 355,000 $24.20
(1) Kaupthing purchased and holds the Shares pursuant to the Equity Swap
Agreements.