-----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, BIPzBqTvwaAYsgKGpMb2WE2brZdywsH+m5zhFSyrjcHqKbFOso7evHyN2EcNmPH9 W9VL424HGslZXRkl3l1JFw== 0001013594-07-000309.txt : 20070607 0001013594-07-000309.hdr.sgml : 20070607 20070607104516 ACCESSION NUMBER: 0001013594-07-000309 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070607 DATE AS OF CHANGE: 20070607 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PIER 1 IMPORTS INC/DE CENTRAL INDEX KEY: 0000278130 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-HOME FURNITURE, FURNISHINGS & EQUIPMENT STORES [5700] IRS NUMBER: 751729843 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-20038 FILM NUMBER: 07905680 BUSINESS ADDRESS: STREET 1: 100 PIER 1 PLACE CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8172526000 MAIL ADDRESS: STREET 1: 100 PIER 1 PLACE CITY: FORT WORTH STATE: TX ZIP: 76102 FORMER COMPANY: FORMER CONFORMED NAME: PIER 1 INC DATE OF NAME CHANGE: 19860921 FORMER COMPANY: FORMER CONFORMED NAME: PIER 1 IMPORTS INC/GA DATE OF NAME CHANGE: 19840729 FORMER COMPANY: FORMER CONFORMED NAME: NEWCORP INC DATE OF NAME CHANGE: 19800423 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ELLIOTT ASSOCIATES, L.P. CENTRAL INDEX KEY: 0000904495 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 222140975 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125062999 MAIL ADDRESS: STREET 1: 712 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: ELLIOTT ASSOCIATES LP DATE OF NAME CHANGE: 19930513 SC 13D/A 1 pier1_13da-060707.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1)* Pier 1 Imports, Inc. --------------------- (Name of Issuer) Common Stock -------------- (Title of Class of Securities) 720279108 -------------- (CUSIP Number) Stephen M. Schultz, Esq. Kleinberg, Kaplan, Wolff & Cohen, P.C. 551 Fifth Avenue, New York, New York 10176 Tel: (212) 986-6000 -------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 6, 2007 ---------------- (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 [x]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on 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). 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY Elliott Associates, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x] (b)[ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 2,368,901 8 SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 2,368,901 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,368,901 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.7% 14. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Elliott International, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x] (b)[ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, British West Indies NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 3,553,353 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 3,553,353 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,553,353 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.0% 14. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Elliott International Capital Advisors Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x] (b)[ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 3,553,353 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 3,553,353 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,553,353 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.0% 14. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! This statement is filed with respect to the shares of the common stock, $1.00 par value (the "Common Stock"), of Pier 1 Imports, Inc. (the "Issuer"), beneficially owned by Elliott Associates, L.P. and its wholly-owned subsidiaries ("Elliott"), Elliott International, L.P. ("Elliott International"), and Elliott International Capital Advisers Inc. ("EICA" and collectively, the "Reporting Persons") as of June 6, 2007 and amends and supplements the Schedule 13D filed on April 9, 2007 (collectively, the "Schedule 13D"). Except as set forth herein, the Schedule 13D is unmodified. ITEM 3. Source and Amount of Funds or Other Consideration. Elliott Working Capital $16,364,072 Elliott International Working Capital $24,546,119 ITEM 5. Interest in Securities of the Issuer. (a) Elliott owns 2,368,901 shares of Common Stock, constituting 2.7% of all of the outstanding shares of Common Stock. Elliott owns 525,589 of its 2,368,901 shares of Common Stock through its wholly-owned subsidiary, The Liverpool Limited Partnership, a Bermuda limited partnership. Elliott International and EICA beneficially own an aggregate of 3,553,353 shares of Common Stock, constituting 4.0% of all of the outstanding shares of Common Stock. Collectively, Elliott, Elliott International and EICA beneficially own 5,922,254 shares of Common Stock constituting 6.7% of all of the outstanding shares of Common Stock. (b) Elliott has the power to vote or direct the vote of, and to dispose or direct the disposition of, the shares of Common Stock beneficially owned by it. Elliott International has the shared power with EICA to vote or direct the vote of, and to dispose or direct the disposition of, the shares of Common Stock owned by Elliott International. Information regarding each of Elliott International and EICA is set forth in Item 2 of this Schedule 13D and is expressly incorporated by reference herein. (c) The transactions effected by the Reporting Persons during the past sixty (60) days are set forth on Schedule 1 attached hereto. All of the transactions set forth on Schedule 1 were effected on the New York Stock Exchange. No other transactions with respect to the Common Stock that are required to be reported on Schedule 13D were effected by any of the Reporting Persons during the past sixty (60) days. (d) No person other than Elliott has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by Elliott. No person other than Elliott International and EICA has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by Elliott International and EICA. (e) Not applicable. ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Elliott, through The Liverpool Limited Partnership, is short 1,300 listed put contracts at a strike price of $7.50 per share. Elliott International is short 1,950 listed put contracts at a strike price of $7.50 per share. SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, the undersigned each certifies that the information with respect to it set forth in this statement is true, complete and correct. Dated: June 7, 2007 ELLIOTT ASSOCIATES, L.P. By: Elliott Capital Advisors, L.P., as General Partner By: Braxton Associates, Inc., as General Partner By: /s/ Elliot Greenberg ------------------------ Elliot Greenberg Vice President ELLIOTT INTERNATIONAL, L.P. By: Elliott International Capital Advisors Inc., as Attorney-in-Fact By: /s/ Elliot Greenberg ------------------------ Elliot Greenberg Vice President ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC. By: /s/ Elliot Greenberg ------------------------ Elliot Greenberg Vice President SCHEDULE 1 Transactions of the Reporting Persons Effected During the Past 60 Days The following transactions were effected by Elliott Associates, L.P.* during the past sixty (60) days: Approx. Price per Amount of Shs. Share (excl. of Date Security Bought (Sold) commissions) - ---- -------- ------------- ------------------ 12-Apr-2007 Common 14,400 $7.711000 13-Apr-2007 Common 12,000 $7.548900 19-Apr-2007 Common 1,520 $7.740000 20-Apr-2007 Common 2,520 $7.709400 23-Apr-2007* Common 29,680 $7.828600 24-Apr-2007* Common 12,000 $7.761700 26-Apr-2007* Common 7,360 $7.708000 30-Apr-2007* Common 30,000 $7.623400 01-May-2007* Common 16,000 $7.404800 03-May-2007* Common 1,600 $7.429500 03-May-2007* Common 7,600 $7.386300 04-May-2007* Common 8,040 $7.380000 08-May-2007* Common 20,000 $7.393500 09-May-2007* Common 16,280 $7.560100 10-May-2007* Common 20,000 $7.589900 11-May-2007* Common 15,480 $7.510900 14-May-2007* Common 4,520 $7.479300 18-May-2007* Common 10,000 $7.390500 18-May-2007* Common 23,000 $7.387200 21-May-2007* Common 12,000 $7.411300 22-May-2007* Common 10,000 $7.338700 22-May-2007* Common 3,560 $7.410000 23-May-2007* Common 2,000 $7.360000 24-May-2007* Common 4,000 $7.330000 25-May-2007* Common 9,460 $7.336700 29-May-2007* Common 19,320 $7.304200 30-May-2007* Common 10,440 $7.389700 31-May-2007* Common 4,000 $7.510000 01-Jun-2007* Common 10,000 $7.362000 04-Jun-2007* Common 12,000 $7.432600 05-Jun-2007* Common 19,440 $7.380300 05-Jun-2007* Common 15,262 $7.354500 06-Jun-2007* Common 51,347 $7.391100
*Represent transactions of Elliott effected through its subsidiary, The Liverpool Limited Partnership. The following transactions were effected by Elliott International during the past sixty (60) days: Approx. Price per Amount of Shs. Share (excl. of Date Security Bought (Sold) commissions) - ---- -------- ------------- ------------------ 12-Apr-2007 Common 21,600 $7.711000 13-Apr-2007 Common 18,000 $7.548900 19-Apr-2007 Common 2,280 $7.740000 20-Apr-2007 Common 3,780 $7.709400 23-Apr-2007 Common 44,520 $7.828600 24-Apr-2007 Common 18,000 $7.761700 26-Apr-2007 Common 11,040 $7.708000 30-Apr-2007 Common 45,000 $7.623400 01-May-2007 Common 24,000 $7.404800 03-May-2007 Common 2,400 $7.429500 03-May-2007 Common 11,400 $7.386300 04-May-2007 Common 12,060 $7.380000 08-May-2007 Common 30,000 $7.393500 09-May-2007 Common 24,420 $7.560100 10-May-2007 Common 30,000 $7.589900 11-May-2007 Common 23,220 $7.510900 14-May-2007 Common 6,780 $7.479300 18-May-2007 Common 15,000 $7.390500 18-May-2007 Common 34,500 $7.387200 21-May-2007 Common 18,000 $7.411300 22-May-2007 Common 15,000 $7.338700 22-May-2007 Common 5,340 $7.410000 23-May-2007 Common 3,000 $7.360000 24-May-2007 Common 6,000 $7.330000 25-May-2007 Common 14,190 $7.336700 29-May-2007 Common 28,980 $7.304200 30-May-2007 Common 15,660 $7.389700 31-May-2007 Common 6,000 $7.510000 01-Jun-2007 Common 15,000 $7.362000 04-Jun-2007 Common 18,000 $7.432600 05-Jun-2007 Common 29,160 $7.380300 05-Jun-2007 Common 22,894 $7.354500 06-Jun-2007 Common 77,021 $7.391100
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