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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
World Wrestling Entertainment, Inc.
Common Stock, par value $.01 per share
98156Q108
October 3, 2005
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1 (b)
þ 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.
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the notes).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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13G | ||||||
CUSIP No. 98156Q108 | 04-2693383 | |||||
1. | Name of Reporting Person: EagleRock Capital Management, LLC |
I.R.S. Identification Nos. of above persons (entities only): 04-2693383 |
||||
2. | Check the Appropriate Box if a Member of a Group: | |||||
(a) | o | |||||
(b) | o | |||||
3. | SEC Use Only: | |||||
4. | Citizenship or Place of Organization: Delaware |
|||||
Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
5. | Sole Voting Power: 1,036,891 | |||||
6. | Shared Voting Power: 0 | |||||
7. | Sole Dispositive Power: 1,036,891 | |||||
8. | Shared Dispositive Power: 0 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 1,036,891 |
|||||
10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares*: o |
|||||
11. | Percent of Class Represented by Amount in Row (9): 4.9%** | |||||
12. | Type of Reporting Person: OO | |||||
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13G | ||||||
CUSIP No. 98156Q108 | ||||||
1. | Name of Reporting Person: Nader Tavakoli |
I.R.S. Identification Nos. of above persons (entities only): |
||||
2. | Check the Appropriate Box if a Member of a Group: | |||||
(a) | o | |||||
(b) | o | |||||
3. | SEC Use Only: | |||||
4. | Citizenship or Place of Organization: U.S. Citizen |
|||||
Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
5. | Sole Voting
Power: 1,106,456 | |||||
6. | Shared Voting Power: 0 | |||||
7. |
Sole Dispositive Power: 1,106,456 | |||||
8. | Shared Dispositive Power: 0 | |||||
9. | Aggregate
Amount Beneficially Owned by Each Reporting Person: 1,106,456 |
|||||
10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares*: o |
|||||
11. | Percent
of Class Represented by Amount in Row (9): 5.2%** | |||||
12. | Type
of Reporting Person*: IN | |||||
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Item 1(a)
|
Name of Issuer. | |
World Wrestling Entertainment, Inc. | ||
Item 1(b)
|
Address of Issuers Principal Executive Offices. | |
1241 E Main Street | ||
Stamford, CT 06902 | ||
Item 2(a)
|
Name of Person Filing. | |
EagleRock Capital Management, LLC and Nader Tavakoli. | ||
Item 2(b)
|
Address of Principal Business Office, or, if none, Residence. | |
551 Fifth Avenue, 34th Floor | ||
New York, New York 10176 | ||
Item 2(c)
|
Citizenship or Place of Organization. | |
EagleRock Capital is a limited liability company organized under the laws of the state of Delaware. Nader Tavakoli is the Manager of EagleRock Capital and is a United States citizen. | ||
Item 2(d)
|
Title of Class of Securities. | |
Common Stock, par value $.01 per share (the Common Stock). |
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Item 2(e)
|
CUSIP Number. | |
98156Q108 | ||
Item 3
|
Reporting Person. | |
Inapplicable. | ||
Item 4
|
Ownership. |
(a) | EagleRock Capital is the beneficial owner of 1,036,891 shares of Common Stock and Mr. Tavakoli is the beneficial owner of 1,106,456 shares of Common Stock. | ||
(b) | EagleRock Capital is the beneficial owner of 4.9% and Mr. Tavakoli is the beneficial owner of 5.2% of the outstanding shares of Common Stock. This percentage is determined by dividing the number of shares beneficially held by each reporting person by 21,270,489, the number of shares of Common Stock issued and outstanding as of August 26, 2005, as reported in the Issuers quarterly report on Form 10-Q for the quarter ending July 29, 2005. | ||
(c) | EagleRock Capital, as the investment manager of EagleRock Master Fund, LP and EagleRock Institutional Partners LP, has the sole power to vote and dispose of the 1,036,891 shares of Common Stock held by EagleRock Master Fund and EagleRock Institutional Partners LP. As the Manager of EagleRock Capital, Mr. Tavakoli may direct the voting and disposition of the 1,106,456 shares of Common Stock held by EagleRock Master Fund, LP, EagleRock Institutional Partners LP and Nader Tavakoli. |
Item 5
|
Ownership of Five Percent or Less of a Class. | |
Inapplicable. | ||
Item 6
|
Ownership of More Than Five Percent on Behalf of Another Person. | |
Inapplicable. | ||
Item 7
|
Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company. | |
Inapplicable. | ||
Item 8
|
Identification and Classification of Members of the Group. | |
Inapplicable. | ||
Item 9
|
Notice of Dissolution of Group. | |
Inapplicable. |
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Item 10
|
Certification. | |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | ||
Exhibits
|
Exhibit 99.1 | |
Joint Filing Agreement dated October 19, 2005 between EagleRock Capital Management and Nader Tavakoli. |
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EagleRock Capital Management, LLC |
||||
By: | /s/ Nader Tavakoli | |||
Nader Tavakoli, Managing Member | ||||
/s/ Nader Tavakoli | ||||
Nader Tavakoli | ||||
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