Wattles
Capital Management, LLC (“WCM”), together with the other participants named
herein, is filing materials contained in this Schedule 14A with the Securities
and Exchange Commission (“SEC”) in connection with the solicitation of proxies
for the election of a slate of director nominees at the 2008 annual meeting of
shareholders (the “Annual Meeting”) of Circuit City Stores, Inc., a Virginia
corporation (“Circuit City”). WCM has not yet filed a proxy statement
with the SEC with regard to the Annual Meeting.
Item 1:
On February 25, 2008, WCM issued the following press release:
WATTLES
CAPITAL MANAGEMENT NOMINATES FIVE HIGHLY QUALIFIED
DIRECTOR
CANDIDATES FOR ELECTION TO THE CIRCUIT CITY BOARD AT
THE
2008 ANNUAL MEETING OF SHAREHOLDERS
LAS VEGAS, NV – FEBRUARY 25, 2008 –
Wattles Capital Management, LLC (“WCM”) announced today that it has
nominated a slate of five highly qualified director nominees for election to the
Board of Directors of Circuit City Stores, Inc. (“Circuit City”) (NYSE:CC) at
the Company’s 2008 Annual Meeting of Shareholders currently scheduled to be held
on June 24, 2008. WCM, which beneficially owns 11,000,000 shares of
common stock of the Company as of February 25, 2008, constituting approximately
6.5% of the Shares outstanding, detailed its intention in a written notice to
the Corporate Secretary of Circuit City.
WCM’s
director nominees include:
Elliott Wahle has over thirty
years of business leadership experience in both domestic and multinational
corporations that span the entertainment, consumer products and retail
industries. His early career covered a period of ten years with the New York
Yankees and the Toronto Blue Jays where he oversaw the development of the Player
Personnel organizations. He spent twelve years as the founding President of Toys
“R” Canada followed by a five year stint as C.E.O. of Dylex Limited. Mr. Wahle
returned to Toys “R” US to oversee the development of its International Flagship
Store in Times Square New York and then ran the Babies “R” Us organization until
the company initiated a sale to Private Equity interests. Mr. Wahle
currently serves as Chairman and Chief Executive Officer of Rustique Home
Furnishings, a Toronto based importer and distributor of quality wood furnishing
products. He is also Chairman and cofounder of Generation Capital
Inc. and President of Rycom Enterprises, a private investment
company.
Don R. Kornstein has been a
consultant specializing in strategic, financial and management advisory services
for the past 6 years. Since 2002, Mr. Kornstein has been the
founder and managing member of Alpine Advisors LLC, which provides
value-enhancing strategic management, operational and financial consulting
services to a wide range of companies with varying needs. In February
2006, Mr. Kornstein was elected as a director of Bally Total Fitness, Inc. and
was subsequently appointed interim Chairman and Chief Restructuring Officer for
his broad leadership skills and expertise to assist Bally in navigating through
its operational and financial restructuring. Mr. Kornstein was
appointed Chairman of Bally Total Fitness in October 2007. From 1994
through 2000, Mr. Kornstein was the President and Chief Executive Officer of
Jackpot Enterprises Inc., an NYSE-listed company engaged in the gaming industry
through the operation of over 5,000 gaming devices in a variety of retail
establishments and casinos. From 1977 through 1994,
Mr. Kornstein was an investment banker at Bear, Stearns & Co.
Inc., where he most recently served as a Senior Managing Director and head of
the firm’s gaming industry practice.
James A. Marcum is a seasoned
retail executive. From May 2001 to July 2003, he served in various
capacities, including as Executive Vice President and Chief Financial Officer
and Executive Vice President of Operations, of Hollywood Entertainment
Corporation, a video home entertainment specialty retailer. Prior to Hollywood
Entertainment Corporation, Mr. Marcum served in such roles, including Executive
Vice President and Chief Operating Officer, of Lids, Inc., a specialty retailer
of hats, and Vice Chairman and Chief Financial Officer of Stage Stores, Inc., a
specialty retailer bringing branded apparel to small town America. Mr. Marcum
has also served in senior executive capacities at Melville Corporation, a
conglomerate of specialty retail chains in the apparel, footwear, drug, health
and beauty aids and furniture and accessories sectors. Mr. Marcum
currently serves as a director of Iconix Brand Group, Inc., a brand management
company engaged in licensing, marketing and providing trend direction for a
portfolio of owned consumer brands, including Candie’s®, Joe
Boxer® and
Mossimo®. He
serves as an Operating Partner and has served as an Operating Executive of
Tri-Artisan Capital Partners, LLC, a merchant banking firm, since January
2004. In addition, since April 2007, Mr. Marcum has been a principal
shareholder and has served as the Chairman and Chief Strategic Officer of
Enabl-u Technologies Corp., an early stage interactive training and data
management solutions provider.
Anthony Bergamo is a seasoned
executive who served as a director and Chairman of the Audit Committee of Lone
Star Steakhouse & Saloon, Inc., an owner and operator of restaurants, from
2002 until its acquisition in 2006. He has held various positions with MB Real
Estate since April 1996, including the position of Vice Chairman since May 2003.
From April 1996 until July 2007, Mr. Bergamo served as Managing Director with
Milstein Hotel Group, a hotel operator. Additionally, since July
2007, Mr. Bergamo has served as a Director of SP Acquisition Holdings, Inc.,
where he serves as Audit Chairman on the Governance and Nominating Committee.
Mr. Bergamo is also the Founder and Chairman of the Federal Law Enforcement
Foundation, a foundation that provides economic assistance to both federal and
local law enforcement officers suffering from serious illness and to communities
recovering from natural disasters, and has served as its Chairman since
1988.
Alexander M. Bond is a
director and executive officer of Wattles Acquisition Corp., a special purpose
acquisition corporation which currently has a registration statement on file
with the Securities and Exchange Commission. Since January 1, 2008, he has been
a managing director of WCM. From October 2005 until January 2008, Mr. Bond was a
consultant to WCM and certain of its portfolio companies. From March 2003 until
July 2005, Mr. Bond was Senior Vice President of Finance and Business
Development for Hollywood Entertainment Corporation, where his primary
responsibilities included the evaluation of minority investment and acquisition
opportunities and overseeing the sale of the company, which occurred in April
2005. From September 2000 until October 2002, Mr. Bond was a Principal at the
investment banking firm of Thomas Weisel Partners, where he was head of the
semiconductor and semiconductor capital equipment investment banking group.
Prior to September 2000, Mr. Bond held investment banking positions at
Montgomery Securities (now Banc of America Securities) and senior executive
positions in the retail industry, including with Hollywood Entertainment
Corporation. Mr. Bond does not have and has never had an operating
role in Ultimate Acquisition Partners, LLP, an affiliate of WCM, which operates
consumer electronics stores under the name Ultimate Electronics.
About
Wattles Capital Management, LLC
Wattles
Capital Management, LLC (“WCM”) makes public and private investments primarily
in retail, entertainment and consumer products companies where it sees the
potential to increase value through growth or an operating
turnaround. WCM was founded and is managed by Mark Wattles, the
founder, Chairman and CEO responsible for building more than 2,000 Hollywood
Videos and 700 Game Crazy stores before selling the Company for approximately
$1.3 billion in April 2005. WCM has an operating group that has significant
expertise in managing rapid growth and turnaround situations. As such, WCM is
well-positioned to invest in companies that it believes require more active
involvement in order to realize value. In addition to its significant position
in Circuit City Stores, Inc., WCM, through its affiliate, Ultimate Acquisition
Partners, LLP, owns and operates a chain of consumer electronics superstores
operating under the name Ultimate Electronics.
CERTAIN
INFORMATION CONCERNING PARTICIPANTS
Wattles
Capital Management, LLC (“WCM”), together with the other Participants (as
defined below), intends to make a preliminary filing with the Securities and
Exchange Commission (“SEC”) of a proxy statement and accompanying proxy card to
be used to solicit votes for the election of its slate of director nominees at
the 2008 annual meeting of shareholders of Circuit City Stores, Inc.,
a Virginia corporation (the “Company”).
WCM
STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT
WHEN IT IS AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION. SUCH PROXY STATEMENT WILL BE AVAILABLE AT NO CHARGE ON
THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THE
SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE UPON
REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS'
PROXY SOLICITOR.
The
participants in the proxy solicitation are anticipated to be WCM, HKW Trust,
Mark J. Wattles, James A. Marcum, Elliott Wahle, Don R. Kornstein, Anthony
Bergamo and Alexander M. Bond (collectively, the “Participants”). As
of February 25, 2008, WCM beneficially owned 11,000,000 shares of common stock
of the Company (the “Shares”), consisting of 1,000,000 Shares owned by HKW
Trust. The 11,000,000 Shares beneficially owned by WCM
constitutes approximately 6.5% of the Shares
outstanding. Because Mr. Wattles owns all of the membership
interests of WCM and serves as sole trustee of HKW Trust, he may be deemed to
beneficially own the 11,000,000 Shares beneficially owned by WCM and HKW
Trust. Mr. Bond directly owns 16,000 Shares. Currently,
Messrs. Marcum, Wahle, Kornstein and Bergamo do not directly own any Shares of
the Company. As members of a “group” for the purposes of Rule 13d-5(b)(1) of the
Securities Exchange Act of 1934, as amended, each of Messrs. Marcum, Wahle,
Kornstein, Bergamo and Bond is deemed to beneficially own the 11,000,000 Shares
owned by WCM, constituting approximately 6.5% of the Shares
outstanding.
Contact:
Wattles
Capital Management, LLC
Mark
J. Wattles: (303) 801-4003
Alex
Bond: (503) 348-0933
Source:
Wattles Capital Management, LLC