0000902664-13-000267.txt : 20130125 0000902664-13-000267.hdr.sgml : 20130125 20130125171843 ACCESSION NUMBER: 0000902664-13-000267 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130125 DATE AS OF CHANGE: 20130125 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HOT TOPIC INC /CA/ CENTRAL INDEX KEY: 0001017712 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-APPAREL & ACCESSORY STORES [5600] IRS NUMBER: 770198182 STATE OF INCORPORATION: CA FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48895 FILM NUMBER: 13549504 BUSINESS ADDRESS: STREET 1: 18305 EAST SAN JOSE AVENUE CITY: CITY OF INDUSTRY STATE: CA ZIP: 91748 BUSINESS PHONE: 6268394681 MAIL ADDRESS: STREET 1: 18305 EAST SAN JOSE AVENUE CITY: CITY OF INDUSTRY STATE: CA ZIP: 91768 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CARLSON CAPITAL L P CENTRAL INDEX KEY: 0001056973 IRS NUMBER: 752494317 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 2100 MCKINNEY AVE STREET 2: STE 1800 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2149329600 MAIL ADDRESS: STREET 1: 2100 MCKINNEY AVE STREET 2: STE 1800 CITY: DALLAS STATE: TX ZIP: 75201 SC 13G/A 1 p13-0232sc13ga.htm HOT TOPIC INC.

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G/A
 
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 1)*
 

Hot Topic, Inc.

(Name of Issuer)
 

Common Stock, no par value

(Title of Class of Securities)
 

441339108

(CUSIP Number)
 

December 31, 2012

(Date of Event Which Requires Filing of this Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
 
x Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 11 Pages)

 

______________________________

* 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 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 (the "Act") 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).

 
CUSIP No. 441339108 13G/APage 2 of 11 Pages

1

NAMES OF REPORTING PERSONS

Double Black Diamond Offshore Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

- 0 -

6

SHARED VOTING POWER

1,752,605 shares of Common Stock

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

1,752,605 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,752,605 shares of Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.1%

12

TYPE OF REPORTING PERSON

CO

             

 

 
CUSIP No. 441339108 13G/APage 3 of 11 Pages

1

NAMES OF REPORTING PERSONS

Black Diamond Offshore Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

- 0 -

6

SHARED VOTING POWER

95,395 shares of Common Stock

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

95,395 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

95,395 shares of Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.2%

12

TYPE OF REPORTING PERSON

CO

             

 

 
CUSIP No. 441339108 13G/APage 4 of 11 Pages

 

1

NAMES OF REPORTING PERSONS

Carlson Capital, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

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

- 0 -

6

SHARED VOTING POWER

1,848,000 shares of Common Stock

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

1,848,000 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,848,000 shares of Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.4%

12

TYPE OF REPORTING PERSON

PN; IA

             

 
CUSIP No. 441339108 13G/APage 5 of 11 Pages

 

1

NAMES OF REPORTING PERSONS

Asgard Investment Corp. II

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

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

- 0 -

6

SHARED VOTING POWER

1,848,000 shares of Common Stock

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

1,848,000 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,848,000 shares of Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.4%

12

TYPE OF REPORTING PERSON

CO

             

 

 
CUSIP No. 441339108 13G/APage 6 of 11 Pages

 

1

NAMES OF REPORTING PERSONS

Asgard Investment Corp.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

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

- 0 -

6

SHARED VOTING POWER

1,848,000 shares of Common Stock

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

1,848,000 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,848,000 shares of Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.4%

12

TYPE OF REPORTING PERSON

CO

             

 

 

 
CUSIP No. 441339108 13G/APage 7 of 11 Pages

 

1

NAMES OF REPORTING PERSONS

Clint D. Carlson

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

- 0 -

6

SHARED VOTING POWER

1,848,000 shares of Common Stock

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

1,848,000 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,848,000 shares of Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.4%

12

TYPE OF REPORTING PERSON

IN

             

 

 

 
CUSIP No. 441339108 13G/APage 8 of 11 Pages

This Amendment No. 1 ("Amendment No. 1") amends and supplements the statement on Schedule 13G filed with the Securities and Exchange Commission on February 14, 2012 (the "Original Schedule 13G" and together with this Amendment No. 1, the "Schedule 13G") with respect to the common stock, no par value (the "Common Stock"), of Hot Topic, Inc. (the "Company"). Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Original Schedule 13G. This Amendment No. 1 amends Items 2(a), 2(c), 4 and 5 as set forth below. This Amendment No. 1 constitutes an "exit filing" with respect to the Schedule 13G for the Reporting Persons.

 

Item 2(a). NAME OF PERSON FILING
 

 

This statement is filed by:

 

(i) Double Black Diamond Offshore Ltd., a Cayman Islands exempted company ("Double Offshore"), with respect to the Common Stock (as defined below) directly held by it;

 

(ii) Black Diamond Offshore Ltd., a Cayman Islands exempted company ("Offshore" and together with Double Offshore, the "Funds"), with respect to the Common Stock directly held by it;

 

(iii) Carlson Capital L.P., a Delaware limited partnership ("Carlson Capital"), which serves as the investment manager to the Funds, with respect to the Common Stock directly held by the Funds;

 

(iv) Asgard Investment Corp. II, a Delaware corporation ("Asgard II"), which serves as the general partner of Carlson Capital, with respect to the Common Stock directly held by the Funds;

 

(v) Asgard Investment Corp., a Delaware corporation ("Asgard"), which is the sole stockholder of Asgard II, with respect to the Common Stock directly held by the Funds; and

 

(vi) Mr. Clint D. Carlson, a United States citizen ("Mr. Carlson"), who serves as president of Asgard and Carlson Capital, with respect to the Common Stock directly held by the Funds.

 

The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons”.

 

The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Stock reported herein.

   

 

Item 2(c). CITIZENSHIP
 

 

Each of the Funds is a Cayman Islands exempted company. Carlson Capital is a Delaware limited partnership. Each of Asgard and Asgard II is a Delaware corporation. Mr. Carlson is a United States citizen.

   

 

 
CUSIP No. 441339108 13G/APage 9 of 11 Pages

Item 4. OWNERSHIP.

 

    A. Double Offshore:
      (a) Amount beneficially owned: 1,752,605 shares of Common Stock
      (b) Percent of class: 4.1%
      (c) (i) Sole power to vote or direct the vote: -0-
        (ii) Shared power to vote or direct the vote: 1,752,605 shares of Common Stock
        (iii) Sole power to dispose or direct the disposition: -0-
        (iv) Shared power to dispose or direct the disposition: 1,752,605 shares of Common Stock

 

    B. Offshore:
      (a) Amount beneficially owned: 95,395 shares of Common Stock
      (b) Percent of class: 0.2%
      (c) (i) Sole power to vote or direct the vote: -0-
        (ii) Shared power to vote or direct the vote: 95,395 shares of Common Stock
        (iii) Sole power to dispose or direct the disposition: -0-
        (iv) Shared power to dispose or direct the disposition: 95,395 shares of Common Stock

 

    C. Carlson Capital:
      (a) Amount beneficially owned: 1,848,000 shares of Common Stock
      (b) Percent of class: 4.4%
      (c) (i) Sole power to vote or direct the vote: -0-
        (ii) Shared power to vote or direct the vote: 1,848,000 shares of Common Stock
        (iii) Sole power to dispose or direct the disposition: -0-
        (iv) Shared power to dispose or direct the disposition: 1,848,000 shares of Common Stock

 

    D. Asgard II:
      (a) Amount beneficially owned: 1,848,000 shares of Common Stock
      (b) Percent of class: 4.4%
      (c) (i) Sole power to vote or direct the vote: -0-
        (ii) Shared power to vote or direct the vote: 1,848,000 shares of Common Stock
        (iii) Sole power to dispose or direct the disposition: -0-
        (iv) Shared power to dispose or direct the disposition: 1,848,000 shares of Common Stock

 

    E. Asgard:
      (a) Amount beneficially owned: 1,848,000 shares of Common Stock
      (b) Percent of class: 4.4%
      (c) (i) Sole power to vote or direct the vote: -0-
        (ii) Shared power to vote or direct the vote: 1,848,000 shares of Common Stock
        (iii) Sole power to dispose or direct the disposition: -0-
        (iv) Shared power to dispose or direct the disposition: 1,848,000 shares of Common Stock

 
CUSIP No. 441339108 13G/APage 10 of 11 Pages

 

    F. Mr. Carlson:
      (a) Amount beneficially owned: 1,848,000 shares of Common Stock
      (b) Percent of class: 4.4%
      (c) (i) Sole power to vote or direct the vote: -0-
        (ii) Shared power to vote or direct the vote: 1,848,000 shares of Common Stock
        (iii) Sole power to dispose or direct the disposition: -0-
        (iv) Shared power to dispose or direct the disposition: 1,848,000 shares of Common Stock

 

   

 

The Company's Quarterly Report on Form 10-Q filed on November 20, 2012, indicates that the total number of outstanding shares of Common Stock as of November 15, 2012 was 42,311,202. The percentages used herein and in the rest of the Schedule 13G are based upon such number of shares of Common Stock outstanding.

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
   
  If this statement is being filed to report the fact that as of the date hereof the reporting persons has ceased to be the beneficial owner of more than 5% of the class of securities, check the following [X].

 

 

 
CUSIP No. 441339108 13G/APage 11 of 11 Pages

 

 

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

DATED: January 25, 2013

 

  DOUBLE BLACK DIAMOND OFFSHORE LTD.
  By: Carlson Capital, L.P., its investment manager
   
 

/s/ Clint D. Carlson

  Name:  Clint D. Carlson
  Title:    President
   
   
  BLACK DIAMOND OFFSHORE LTD.
  By: Carlson Capital, L.P., its investment manager
   
  /s/ Clint D. Carlson
  Name:  Clint D. Carlson
  Title:    President
   
   
  CARLSON CAPITAL, L.P.
   
  /s/ Clint D. Carlson
  Name:  Clint D. Carlson
  Title:    President
   
   
  ASGARD INVESTMENT CORP. II
   
  /s/ Clint D. Carlson
  Name:  Clint D. Carlson
  Title:    President
   
   
  ASGARD INVESTMENT CORP.
   
  /s/ Clint D. Carlson
  Name:  Clint D. Carlson
  Title:    President
   
   
  /s/ Clint D. Carlson
  Name:  Clint D. Carlson