SCHEDULE 13G/A AMENDMENT #1

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MJQ5gQEkcTzDAiaWe1PR9kIr95DS/Lw+VDl/VZ9wOMBww2cwIG1HjFgcM9xiPG55 wnJQoVNt702PTrXmXGeyLw== 0001193125-04-024862.txt : 20040217 0001193125-04-024862.hdr.sgml : 20040216 20040217143751 ACCESSION NUMBER: 0001193125-04-024862 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040217 GROUP MEMBERS: HIGHFIELDS GP LLC GROUP MEMBERS: JONATHON S. JACOBSON GROUP MEMBERS: RICHARD L. GRUBMAN FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HIGHFIELDS CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0001079563 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET 51ST FLOOR CITY: BOSTON STATE: MA ZIP: 02117 BUSINESS PHONE: 6178507500 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CIRCUIT CITY STORES INC CENTRAL INDEX KEY: 0000104599 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RADIO TV & CONSUMER ELECTRONICS STORES [5731] IRS NUMBER: 540493875 STATE OF INCORPORATION: VA FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-19084 FILM NUMBER: 04607368 BUSINESS ADDRESS: STREET 1: 9950 MAYLAND DR CITY: RICHMOND STATE: VA ZIP: 23233 BUSINESS PHONE: 8045274000 MAIL ADDRESS: STREET 1: 9950 MAYLAND DRIVE CITY: RICHMOND STATE: VA ZIP: 23233 FORMER COMPANY: FORMER CONFORMED NAME: WARDS CO INC DATE OF NAME CHANGE: 19840620 SC 13G/A 1 dsc13ga.htm SCHEDULE 13G/A AMENDMENT #1 SCHEDULE 13G/A AMENDMENT #1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)

CIRCUIT CITY STORES, INC.

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.50 PER SHARE

(Title of Class of Securities)

172737108

(CUSIP Number)

December 31, 2003

(Date of Event Which Requires Filing of this Statement)


CUSIP No. 172737108		13G		Page 2 of 9 Pages



1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Highfields Capital Management LP

2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨

3.		SEC Use Only

4.		Citizenship or Place of Organization Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. Sole Voting Power

14,002,300

6. Shared Voting Power

-0-

7. Sole Dispositive Power

14,002,300

8. Shared Dispositive Power

-0-


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 14,002,300

10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

11.		Percent of Class Represented by Amount in Row 9 6.7%

12.		Type of Reporting Person (See Instructions) PN


CUSIP No. 172737108		13G/A		Page 3 of 9 Pages



1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Highfields GP LLC

2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨

3.		SEC Use Only

4.		Citizenship or Place of Organization Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. Sole Voting Power

14,002,300

6. Shared Voting Power

-0-

7. Sole Dispositive Power

14,002,300

8. Shared Dispositive Power

-0-


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 14,002,300

10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

11.		Percent of Class Represented by Amount in Row 9 6.7%

12.		Type of Reporting Person (See Instructions) OO


CUSIP No. 172737108		13G/A		Page 4 of 9 Pages



1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Jonathon S. Jacobson

2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨

3.		SEC Use Only

4.		Citizenship or Place of Organization United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. Sole Voting Power

14,002,300

6. Shared Voting Power

-0-

7. Sole Dispositive Power

14,002,300

8. Shared Dispositive Power

-0-


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 14,002,300

10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

11.		Percent of Class Represented by Amount in Row 9 6.7%

12.		Type of Reporting Person (See Instructions) IN


CUSIP No. 172737108		13G/A		Page 5 of 9 Pages



1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Richard L. Grubman

2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨

3.		SEC Use Only

4.		Citizenship or Place of Organization United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. Sole Voting Power

14,002,300

6. Shared Voting Power

-0-

7. Sole Dispositive Power

14,002,300

8. Shared Dispositive Power

-0-


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 14,002,300

10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

11.		Percent of Class Represented by Amount in Row 9 6.7%

12.		Type of Reporting Person (See Instructions) IN


CUSIP No. 172737108		13G/A		Page 6 of 9 Pages

Item 1.

(a)

Name of Issuer:

Circuit City Stores, Inc.

(b)

Address of Issuer’s Principal Executive Offices

9950 Mayland Drive, Richmond, Virginia 23233

Item 2.

(a)

Name of Person Filing:

This statement is being filed by the following persons with respect to the shares of Common Stock of the Issuer directly owned by Highfields Capital I LP, Highfields Capital II LP and Highfields Capital Ltd. (collectively, the “Funds”):

(i) Highfields Capital Management LP, a Delaware limited partnership (“Highfields Capital Management”) and investment manager to each of the Funds,

(ii) Highfields GP LLC, a Delaware limited liability company (“Highfields GP”) and the General Partner of Highfields Capital Management,

(iii) Jonathon S. Jacobson, a Managing Member of Highfields GP, and

(iv) Richard L. Grubman, a Managing Member of Highfields GP.

Highfields Capital Management, Highfields GP, Mr. Jacobson and Mr. Grubman are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.”

(b)

Address of Principal Business Office or, if none, Residence:

Address for Highfields Capital Management, Highfields GP,

Mr. Jacobson and Mr. Grubman:

c/o Highfields Capital Management

200 Clarendon Street, 51st Floor

Boston, Massachusetts 02116

(c)

Citizenship:

Highfields Capital Management - Delaware

Highfields GP - Delaware

Jonathon S. Jacobson - United States

Richard L. Grubman - United States

(d)

Title of Class of Securities:

Common Stock, par value $0.50 per share

(e)

CUSIP Number:

172737108


CUSIP No. 172737108		13G/A		Page 7 of 9 Pages

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with §240.13d-1(b)(ii)(G);

(h)

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

For Highfields Capital Management, Highfields GP, Mr. Jacobson and Mr. Grubman:

(a)

Amount beneficially owned: 14,002,300 shares of Common Stock

(b)

Percent of class: 6.7%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote: 14,002,300

(ii)

Shared power to vote or to direct the vote: -0-

(iii)

Sole power to dispose or to direct the disposition of: 14,002,300

(iv)

Shared power to dispose or to direct the disposition of: -0-


CUSIP No. 172737108		13G/A		Page 8 of 9 Pages



Item 5.		Ownership of Five Percent or Less of a Class. Not Applicable.

Item 6.		Ownership of More than Five Percent on Behalf of Another Person. The shares beneficially owned by Highfields Capital Management, Highfields GP, Mr. Jacobson and Mr. Grubman are beneficially owned by the Funds. Each of Highfields Capital I LP, Highfields Capital II LP and Highfields Capital Ltd. individually own less than 5% of the shares. Highfields Capital Management serves as the investment manager to each of the Funds. Each of Highfields Capital Management, Highfields GP, Mr. Jacobson and Mr. Grubman has the power to direct the dividends from or the proceeds of the sale of the shares owned by the Funds.

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. Not Applicable.

Item 8.		Identification and Classification of Members of the Group. Not Applicable.

Item 9.		Notice of Dissolution of Group. Not Applicable.

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.


CUSIP No. 172737108		13G/A		Page 9 of 9 Pages

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.




February 17, 2004

Date


HIGHFIELDS CAPITAL MANAGEMENT LP

By:		Highfields GP LLC, its General Partner

/s/ Kenneth H. Colburn

Signature

Kenneth H. Colburn, Authorized Signatory

Name/Title


HIGHFIELDS GP LLC

/s/ Kenneth H. Colburn

Signature

Kenneth H. Colburn, Authorized Signatory

Name/Title


JONATHON S. JACOBSON

/s/ Kenneth H. Colburn

Signature

Kenneth H. Colburn, Authorized Signatory

Name/Title


RICHARD L. GRUBMAN

/s/ Kenneth H. Colburn

Signature

Kenneth H. Colburn, Authorized Signatory

Name/Title

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