UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
LINENS 'N THINGS, INC.
----------------------
(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
---------------------------------------
(Title of Class of Securities)
535679104
--------------
(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
--------------------------------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 12, 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 -----------------------------------------------------
PERSON WITH 8 SHARED VOTING POWER
4,483,700(1)
-----------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,483,700(1)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,483,700(1)
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
--------------------------------------------------------------------------------
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 -----------------------------------------------------
PERSON WITH 8 SHARED VOTING POWER
4,483,700(1)
-----------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,483,700(1)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,483,700(1)
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
--------------------------------------------------------------------------------
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 -----------------------------------------------------
PERSON WITH 8 SHARED VOTING POWER
1,120,925(1)
-----------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,120,925(1)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,120,925(1)
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [X]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5%
--------------------------------------------------------------------------------
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 September 22, 2005. 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 September 22, 2005 and excludes 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 -----------------------------------------------------
PERSON WITH 8 SHARED VOTING POWER
4,483,700(1)
-----------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,483,700(1)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,483,700(1)
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
--------------------------------------------------------------------------------
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.
Item 1. Security and Issuer
This statement on Schedule 13D, as amended by this Amendment No. 1 (this
"Statement"), relates to the common stock, $0.01 par value per share (the
"Common Stock"), of Linens 'n Things, Inc., a Delaware corporation (the
"Issuer"). This Amendment No. 1 is being filed to add Kaupthing Bank hf. as a
reporting person. According to the Issuer's most recent Form 10-Q filed with the
U.S. Securities and Exchange Commission on August 1, 2005, the principal
executive offices of the Issuer are located at 6 Brighton Road, Clifton, New
Jersey 07015.
Item 2. Identity and Background
(a) This statement on Schedule 13D is being filed by: (i) Jakup a Dul
Jacobsen ("Jacobsen"), a citizen of Denmark who engages in activities and
maintains holdings in a number of jurisdictions; (ii) Lagerinn ehf, a Republic
of Iceland corporation ("Lagerinn"); (iii) TF Holding P/F, a Faroe Islands
corporation ("TF Holding"); and (iv) Kaupthing Bank hf., a Republic of Iceland
Public Limited Company ("Kaupthing"). Jacobsen, Lagerinn, TF Holding and
Kaupthing are hereinafter sometimes collectively referred to as the "Reporting
Persons".
(b) The business address of Jacobsen is c/o Lagerinn at Sundaborg 7, 104
Reykjavik, Republic of Iceland.
The address of the principal office and principal business of Lagerinn is
Sundaborg 7, 104 Reykjavik, Republic of Iceland.
The address of the principal office and principal business of TF Holding is
Kongabrugvin, Post Box 329, FO 110 Torshavn.
The address of the principal office and principal business of Kaupthing is
Borgartun 19, IS-105 Reykjavik, Republic of Iceland.
(c) Jacobsen is an investor who engages in activities and maintains
holdings in a number of jurisdictions and is the Chairman of Lagerinn.
Lagerinn is wholly-owned by Jacobsen. Lagerinn is a holding company through
which Jacobsen holds investments.
TF Holding is a holding company that holds businesses and investments in
the Faroe Islands.
Kaupthing is a commercial bank, registered in the Republic of Iceland.
The attached Schedule A lists the executive officers and directors of
Lagerinn, TF Holding, and Kaupthing and contains the following information with
respect to each such person: (i) name; (ii) business address; (iii) present
principal occupation or employment and the name, principal business and address
of any corporation or other organization in which such employment is conducted;
and (iv) citizenship.
(d) During the past five years, neither Jacobsen, Lagerinn, TF Holding,
Kaupthing nor, to the best of Jacobsen's, Lagerinn's, TF Holding's, or
Kaupthing's knowledge, any
person named in Schedule A to this Statement, has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, neither Jacobsen, Lagerinn, TF Holding,
Kaupthing nor, to the best of Jacobsen's, Lagerinn's, TF Holding's, or
Kaupthing's knowledge, any person named in Schedule A to this statement, was a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activity subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Jacobsen is a citizen of Denmark. Lagerinn is a Republic of Iceland
corporation. TF Holding is a Faroe Islands corporation. Kaupthing is a Republic
of Iceland Public Limited Company.
Item 3. Source and Amount of Funds or Other Consideration
The aggregate purchase price of the 4,483,700 shares of the Common Stock
currently beneficially owned by Jacobsen, Lagerinn and Kaupthing (the "Shares")
was $114,696,043 (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 September 22, 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 September 22, 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 Krones ("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 September 22, 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 4. Purpose of Transaction
The purpose of the acquisition of the Common Stock by the Reporting Persons
is for investment related purposes. Depending on market conditions, their
continuing evaluation of the business and prospects of the Issuer and other
factors, the Reporting Persons may dispose of or acquire additional securities
of the Issuer. Additionally, if the Issuer determines to explore strategic
alternatives, the Reporting Persons may or may not participate in any process
established by the Issuer. Except as otherwise described herein or as expressly
stated below, no Reporting Person, and to the best knowledge of the Reporting
Persons, none of the persons set forth on Schedule A, has any present plan or
proposal that relates to or would result in:
(a) The acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer;
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of
the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(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 September 27,
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)
----------------------------------------------------------------------------------------------------------------------------------
Reporting Persons 0 4,483,700 4,483,700 9.9
Lagerinn ehf (2) 0 4,483,700 4,483,700 9.9
Jakup a Dul Jacobsen (2) 0 4,483,700 4,483,700 9.9
TF Holding P/F (3) 0 1,120,925 1,120,925 2.5
Kaupthing Bank hf. (2) 0 4,483,700 4,483,700 9.9
(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
September 22, 2005. TF Holding hereby disclaims beneficial ownership
of the remaining seventy-five percent (75%) of the Common Stock owned
by Lagerinn as of the close of business on September 22, 2005 and
excludes 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,
beneficially owns any securities of the Issuer.
(c) Information concerning transactions in the Common Stock effected by the
Reporting Persons during the past sixty (60) days 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.
Item 6. Contracts, Agreements, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
The information set forth, or incorporated by reference, in Item 3 is
hereby incorporated by this reference in this Item 6.
Other than as described in this Statement, to the best knowledge of the
Reporting Persons there are no contracts, arrangements, understandings or
relationships among the Reporting Persons or the persons set forth on Schedule
A, and between any such persons and any other person, with respect to any
securities of the Issuer, including but not limited to, transfer and voting of
any of the securities of the Issuer, joint ventures, loan or option
arrangements, put or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies or a pledge or contingency the
occurrence of which would give another person voting power or investment power
over the securities of the Issuer.
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 and TF Holding, dated September 22, Previously filed*
2005 to file this Statement jointly on behalf of each of them.
B Agreement Concerning Swap Agreement On Equity, dated July 2005, by Previously filed*
and between Kaupthing and Lagerinn.
C Equity Swap Agreement, dated May 9, 2005, by and between Kaupthing Previously filed*
and Lagerinn.
D Equity Swap Agreement, dated April 5, 2005, by and between Kaupthing Previously filed*
and Lagerinn.
E Agreement among Jacobsen, Lagerinn, TF Holding and Kaupthing, dated Filed herewith
September 27, 2005 to file this Statement jointly on behalf of each
of them.
* Previously filed with the Securities and Exchange Commission on September
22, 2005 as an exhibit to the Schedule 13D.
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: September 27, 2005
JAKUP A DUL JACOBSEN
/s/ Jakup a Dul Jacobsen
------------------------------------------
LAGERINN EHF
/s/ Sigurdur Berntsson
------------------------------------------
Name: Sigurdur Berntsson
Title: Chief Financial Officer
TF HOLDING P/F
/s/ Mortan Poulsen
------------------------------------------
Name: Mortan Poulsen
Title: Director
KAUPTHING BANK HF.
/s/ Hannes Frimann Hrolfsson
------------------------------------------
Name: Hannes Frimann Hrolfsson
Title: Head of FX and Derivatives Sales
Treasury of Kaupthing Bank Iceland
/s/ Gudmundur Thordur Gudmundsson
------------------------------------------
Name: Gudmundur Thordur Gudmundsson
Title: Managing Director Treasury
of Kaupthing Bank Iceland
SCHEDULE A
----------
Executive Officers and Directors of Lagerinn ehf, TF Holding P/F, and Kaupthing
Bank hf.
Name Citizenship Present Principal Business Address
Occupation or
Employment
------------------------------------------------------------------------------------------------------------------------
Lagerinn ehf Executive Officers
-------------------------------
Sigurdur Berntsson Republic of Iceland Chief Financial Officer of Sundaborg 7
Lagerinn ehf 104 Reykjavik
Republic of Iceland
Jakup a Dul Jacobsen Denmark Chairman of Lagerinn ehf Sundaborg 7
104 Reykjavik
Republic of Iceland
TF Holding P/F Executive Officers
---------------------------------
Gunnar i Lida Faroe Islands Managing Director of TF Holding P/F Kongabrugvin
Post Box 329
FO 110 Torshavn
Mortan Poulsen Faroe Islands Director of TF Holding P/F Kongabrugvin
Post Box 329
FO 110 Torshavn
Kaupthing Bank hf. Executive Officers
-------------------------------------
Hreidar Mar Sigurdsson Republic of Iceland Group Chief Executive Officer of Borgartun 19
Kaupthing Bank hf IS-105 Reykjavik
Republic of Iceland
Hannes Frimann Hrolfsson Republic of Iceland Head of FX and Derivatives Sales Borgartun 19
Treasury of Kaupthing Bank Iceland IS-105 Reykjavik
Republic of Iceland
Gudmundur Thordur Republic of Iceland Managing Director Treasury of Borgartun 19
Gudmundsson Kaupthing Bank Iceland IS-105 Reykjavik
Republic of Iceland
Sigurdur Einarsson Republic of Iceland Executive Chairman Borgartun 19
IS-105 Reykjavik
Republic of Iceland
Name Citizenship Present Principal Business Address
Occupation or
Employment
------------------------------------------------------------------------------------------------------------------------
TF Holding P/F Outside Directors
--------------------------------
Trygvi F. Guttesen Faroe Islands Chairman of the Board of Directors Kongabrugvin
of TF Holding P/F Post Box 329
FO 110 Torshavn
Birgir Mohr Faroe Islands Vice-Chairman of the Board of Kongabrugvin
Directors of TF Holding P/F Post Box 329
FO 110 Torshavn
Durita Bjellvag Faroe Islands Member of the Board of Directors Kongabrugvin
of TF Holding P/F Post Box 329
FO 110 Torshavn
Leif Ellingsgaard Faroe Islands Member of the Board of Directors Kongabrugvin
of TF Holding P/F Post Box 329
FO 110 Torshavn
Jogvan Lutzen Faroe Islands Member of the Board of Directors Kongabrugvin
of TF Holding P/F Post Box 329
FO 110 Torshavn
Jan Muller Faroe Islands Member of the Board of Directors Kongabrugvin
of TF Holding P/F Post Box 329
FO 110 Torshavn
Ronald Poulsen Faroe Islands Member of the Board of Directors Kongabrugvin
of TF Holding P/F Post Box 329
FO 110 Torshavn
Emil Simonsen Faroe Islands Member of the Board of Directors Kongabrugvin
of TF Holding P/F Post Box 329
FO 110 Torshavn
Jakup Solstein Faroe Islands Member of the Board of Directors Kongabrugvin
of TF Holding P/F Post Box 329
FO 110 Torshavn
Kaupthing Bank hf. Outside Directors
------------------------------------
Hjorleifur Thor Jakobsson Republic of Iceland CEO of Oliufelagid ehf Borgartun 19
IS-105 Reykjavik
Republic of Iceland
Finnur Ingolfsson Republic of Iceland CEO of Vatryggingafelag Islands hf. Borgartun 19
IS-105 Reykjavik
Republic of Iceland
Name Citizenship Present Principal Business Address
Occupation or
Employment
------------------------------------------------------------------------------------------------------------------------
Gunnar Pall Palsson Republic of Iceland President of Verzlunarmannafelag Borgartun 19
Reykjavikur IS-105 Reykjavik
Republic of Iceland
Brynja Halldorsdottir Republic of Iceland Chief Financial Officer Borgartun 19
of BYKO IS-105 Reykjavik
Republic of Iceland
Tommy Persson Kingdom of Sweden CEO of Lansforsakringar AB Borgartun 19
IS-105 Reykjavik
Republic of Iceland
Asgeir Thoroddsen Republic of Iceland Attorney to the Supreme Court of Borgartun 19
Iceland IS-105 Reykjavik
Republic of Iceland
Niels de Coninck-Smith Kingdom of Denmark CEO of Ferrosan A/S Borgartun 19
IS-105 Reykjavik
Republic of Iceland
Bjarnfredur H. Olafsson Republic of Iceland District Attorney Borgartun 19
IS-105 Reykjavik
Republic of Iceland
SCHEDULE B
----------
Transactions in the Shares by the Reporting Persons During the Past Sixty (60)
Days
Date of Average Price Per
Name Transaction Amount of Shares Share
-----------------------------------------------------------------------------------------------------
Kaupthing(1) 9/22/2005 151,600 $26.21
Kaupthing(1) 09/21/2005 118,300 $26.14
Kaupthing(1) 09/20/2005 120,000 $27.33
Kaupthing(1) 09/19/2005 218,500 $27.44
Kaupthing(1) 09/14/2005 692,500 $27.88
Kaupthing(1) 09/13/2005 650,000 $26.02
Kaupthing(1) 09/12/2005 287,400 $25.11
Kaupthing(1) 08/24/2005 100,000 $23.62
(1) Kaupthing purchased and holds the Shares pursuant to the Equity Swap Agreements.
EXHIBIT E
---------
JOINT FILING AGREEMENT
This will confirm the agreement among the undersigned that the Schedule 13D
filed on or about this date and any amendments thereto with respect to
beneficial ownership by the undersigned of shares of common stock, $0.01 par
value per share, of Linens 'n Things, Inc. is being filed on behalf of each of
the undersigned in accordance with Rule 13d-1(k)(1) under the Securities and
Exchange Act of 1934, as amended. This agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
Dated: September 27, 2005
JAKUP A DUL JACOBSEN
/s/ Jakup a Dul Jacobsen
------------------------------------------
LAGERINN EHF
/s/ Sigurdur Berntsson
------------------------------------------
Name: Sigurdur Berntsson
Title: Chief Financial Officer
TF HOLDING P/F
/s/ Mortan Poulsen
------------------------------------------
Name: Mortan Poulsen
Title: Director
KAUPTHING BANK HF.
/s/ Hannes Frimann Hrolfsson
------------------------------------------
Name: Hannes Frimann Hrolfsson
Title: Head of FX and Derivatives Sales
Treasury of Kaupthing Bank Iceland
/s/ Gudmundur Thordur Gudmundsson
------------------------------------------
Name: Gudmundur Thordur Gudmundsson
Title: Managing Director Treasury
of Kaupthing Bank Iceland