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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. 4)
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
101 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)
February 10, 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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
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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
PERSON WITH 8 SHARED VOTING POWER
6,149,400(1)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
6,149,400(1)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
6,149,400(1)
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.6%
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. See Item 3.
2
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
PERSON WITH 8 SHARED VOTING POWER
6,149,400
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
6,149,400
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
6,149,400
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.6%
14 TYPE OF REPORTING PERSON
CO
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
PERSON WITH 8 SHARED VOTING POWER
1,537,350(1)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,537,350(1)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,537,350(1)
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4%
14 TYPE OF REPORTING PERSON
CO
(1) TF Holding P/F and Lagerinn ehf have agreed in principle that, upon the
eventual disposition of all the shares of common stock of Linens 'n
Things, Inc. held by Lagerinn ehf, Lagerinn ehf will pay to TF Holding
P/F, with respect to twenty-five percent (25%) of such shares, the
difference between the amount Lagerinn ehf receives upon such
disposition and Lagerinn ehf's actual purchase price for those shares
less a pro rata amount of Lagerinn ehf's costs incurred for its
purchases of the shares (including advisor fees). TF Holding P/F hereby
disclaims beneficial ownership of 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 February 10, 2006 and
excludes all such shares from this table. See Item 3.
4
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
PERSON WITH 8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0
12 CHECK 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
BK
5
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, Amendment No. 2 to the
Schedule 13D filed on October 25, 2005 and Amendment No. 3 to the Schedule 13D
filed on November 11, 2005 (the "Schedule 13D"), is hereby further amended as
set forth below by this Amendment No. 4 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 6,149,400 shares of the Common Stock
currently beneficially owned by Lagerinn ehf ("Lagerinn") and Jacobsen (the
"Shares") was $156,548,810.56 (the "Purchase Price"). The Shares were originally
purchased by Kaupthing Bank hf. ("Kaupthing") in accordance with certain
agreements, by and between Kaupthing and Lagerinn, (the "Equity Swap
Agreements"). On February 10, 2006 (the "Closing Date"), Lagerinn exercised its
right to close the Equity Swap Agreements and purchased the Shares held by
Kaupthing. As a result of such purchase, Kaupthing no longer has beneficial
ownership of the Shares and Jacobsen may be deemed to beneficially own the
Shares because of his direct ownership of all the shares of Lagerinn.
Kaupthing originally purchased and held the Shares by using available
working capital. Lagerinn financed the purchase of the Shares upon the closing
of the Equity Swap Agreements with funds borrowed through a loan from Kaupthing.
Pursuant to a money market loan, dated as of the Closing Date between Lagerinn
and Kaupthing, Lagerinn borrowed up to USD 165 million at a floating interest
rate based on a spread over LIBOR (the "Loan Agreement"). Lagerinn has pledged
the Shares to Kaupthing to secure Lagerinn's obligations under the Loan
Agreement. The foregoing summary of the Loan Agreement is qualified in its
entirety by reference to the Loan Agreement, a copy of which is filed as Exhibit
F to this Statement.
Pursuant to the Equity Swap Agreements, Lagerinn paid Kaupthing (i)
interest on the Purchase Price at 5.0863%; and (ii) certain fees. Jacobsen and
Lagerinn had previously pledged certain assets other than the Shares to
Kaupthing to secure Lagerinn's obligations under the Equity Swap Agreements.
Kaupthing has since released its security interest in such assets. 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 had agreed in principle with TF Holding that Lagerinn would
sell and TF Holding would purchase twenty-five percent (25%) of the Common Stock
owned by Lagerinn (the "TF Holding Shares"). In lieu of such agreement, TF
Holding and Lagerinn have agreed in principle that, upon the eventual
disposition of all the Shares held by Lagerinn, Lagerinn will pay to TF Holding,
with respect to the TF Holding Shares, the difference between the amount
Lagerinn receives upon disposition of the TF Holding Shares and Lagerinn's
actual purchase price for those shares less a pro rata amount of Lagerinn's
costs incurred for its purchases of the Shares (including advisor fees). The
agreement in principle has not 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
February 13, 2006.
6
Number of Shares Number of Shares Aggregate
Beneficially Beneficially Owned Number of Percentage
Owned with Sole with Shared Voting Shares of Class
Voting and and Dispositive Beneficially Beneficially
Name Dispositive Power Power Owned Owned(1)
------------------------ ----------------- ------------------ ------------ -------------
Reporting Persons 0 6,149,400 6,149,400 13.6
Lagerinn ehf 0 6,149,400 6,149,400 13.6
Jakup a Dul Jacobsen (2) 0 6,149,400 6,149,400 13.6
TF Holding P/F (3) 0 1,537,350 1,537,350 3.4
Kaupthing Bank hf. (2) 0 0 0 0.0
(1) The percentages of Common Stock indicated in this table are
based on the 45,376,616 shares of Common Stock outstanding as of
November 3, 2005, as disclosed in the Issuer's most recent Form
10-Q filed with the Securities and Exchange Commission on
November 10, 2005. 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) Jacobsen may be deemed to be the beneficial owner of the Shares
reported herein by Lagerinn through his direct ownership of
Lagerinn. See Item 3.
(3) TF Holding and Lagerinn have agreed in principle that, upon the
eventual disposition of all the Shares held by Lagerinn,
Lagerinn will pay to TF Holding, with respect to the TF Holding
Shares, the difference between the amount Lagerinn receives upon
its eventual disposition of the TF Holding Shares and Lagerinn's
actual purchase price for the TF Holding Shares less a pro rata
amount of Lagerinn's costs incurred for its purchases of the
Shares (including advisor fees). TF Holding hereby disclaims
beneficial ownership of the remaining seventy-five percent (75%)
of the Shares owned by Lagerinn as of the close of business on
February 13, 2006 and excludes all such shares from this table.
See Item 3.
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.
7
(c) The information set forth, or incorporated by reference, in Item
3 is hereby incorporated by this reference in this Item 5(c). Other than the
transaction described in Item 3, no transactions in the class of securities
reported on were effected during the past sixty days.
(d) Dividends on the Shares will be paid to Lagerinn as the record
owner of the Shares.
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) On February 10, 2006 Kaupthing ceased to be the beneficial owner of
any of the Shares.
Item 7. Material to be Filed as Exhibits
Item 7 of the Schedule 13D is supplemented as follows:
Exhibit No. Description Location
A Agreement among Jacobsen, Lagerinn Previously filed*
and TF Holding, dated September 22,
2005 to file this Statement jointly
on behalf of each of them.
B Agreement Concerning Swap Agreement Previously filed*
On Equity, dated July 2005, by and
between Kaupthing and Lagerinn.
C Equity Swap Agreement, dated May 9, Previously filed*
2005, by and between Kaupthing and
Lagerinn.
D Equity Swap Agreement, dated April Previously filed*
5, 2005, by and between Kaupthing
and Lagerinn.
E Agreement among Jacobsen, Lagerinn, Previously filed**
TF Holding and Kaupthing, dated
September 27, 2005 to file this
Statement jointly on behalf of
each of them.
F Loan Agreement among Lagerinn and Filed herewith
Kaupthing, dated February 10, 2006.
* Previously filed with the Securities and Exchange Commission on September
22, 2005 as an exhibit to the Schedule 13D.
** Previously filed with the Securities and Exchange Commission on
September 27, 2005 as an exhibit to Amendment No. 1 to the Scheduled 13D.
8
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.
Dated: February 13, 2006
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
9
TF HOLDING P/F
/s/ Gunnar i Lida
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Name: Gunnar i Lida
Title: Managing Director
10
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/ Bjork Thorarinsdottir
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Name: Bjork Thorarinsdottir
Title: Deputy Managing Director, Corporate
Banking, Kaupthing Bank Iceland
11
Exhibit F
[GRAPHIC OMITTED]
Kaupthing bank
________________________________________________________________________________
Borgartun 19, 105 Reykjavik - simi 354 444 6000-Fax +354 444 7119
Committed Deposit Transaction Reference 221304/241279
Lagerinn ehf, Id: [Icelandic ID number]
And
Kaupthing bank hf., id: [Icelandic ID number]
Address: Borgartuni 19, Postal Code: 105
Trade Date: 10-02-2006
Kaupthing bank hf.
Loans: USD 161.317.544,00
Start Date: 10-02-2006
Commitment period 21-02-2006
Interest rate in: 5,85688%
Day Count ACT/360
Amount end of commitment period: USD 161.606.238,24
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Amount due at the end of commitment period: USD 161.606.238,24
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LAGERINN will pay Kaupthing bank hf., at: JPMORGAN CHASE BANK, NEW YORK
Account nr: [bank account number]
Kaupthing Bank hf., will pay LAGERINN at: [bank account number]
Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing the copy of this confirmation enclosed for that purpose
and returning it to us by sending a letter or telex substantially similar to
this letter, which letter or telex sets forth the material terms of the
Transactions to which this Confirmation relates and indicates agreement to those
terms.
In confirmation of the above, both parties sign this contract
LAGERINN Kaupthing bank hf.
/s/ Jakup A Dul Jacobsen /s/ Hannes Frimann Hrolfsson
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Please confirm the above trade with an authorized signature and send us by mail
or fax