-----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, ObrzchIz5YMDH+nfoXYeP2BnFAMRwzISwGtaJx9p/9wI7hQoT+kjn+F7/wTIGO0w 5zufv85vsiSW1oYooHa/dQ== 0000950127-06-000105.txt : 20060214 0000950127-06-000105.hdr.sgml : 20060214 20060214170600 ACCESSION NUMBER: 0000950127-06-000105 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060210 FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Jacobsen Jakup a Dul CENTRAL INDEX KEY: 0001339251 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12381 FILM NUMBER: 06616851 BUSINESS ADDRESS: BUSINESS PHONE: 354-894-5910 MAIL ADDRESS: STREET 1: SUNDABORG 7 CITY: REYKJAVIK STATE: K6 ZIP: 104 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LINENS N THINGS INC CENTRAL INDEX KEY: 0001023052 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-HOME FURNITURE, FURNISHINGS & EQUIPMENT STORES [5700] IRS NUMBER: 223463939 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 BUSINESS ADDRESS: STREET 1: 6 BRIGHTON RD CITY: CLIFTON STATE: NJ ZIP: 07015 BUSINESS PHONE: 9737781300 MAIL ADDRESS: STREET 1: 6 BRIGHTON RD CITY: CLIFTON STATE: NJ ZIP: 07015 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lagerinn ehf CENTRAL INDEX KEY: 0001342422 STATE OF INCORPORATION: K6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12381 FILM NUMBER: 06616850 BUSINESS ADDRESS: STREET 1: SUNDABORG 7 CITY: 101 REYKJAVIK STATE: K6 ZIP: 104 BUSINESS PHONE: (354) 444 6526 MAIL ADDRESS: STREET 1: SUNDABORG 7 CITY: 101 REYKJAVIK STATE: K6 ZIP: 104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TF Holding P/F CENTRAL INDEX KEY: 0001342429 STATE OF INCORPORATION: H6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12381 FILM NUMBER: 06616849 BUSINESS ADDRESS: STREET 1: KONGABRUGVIN STREET 2: POST BOX 329 CITY: TORSHAVN STATE: H6 ZIP: FO 110 BUSINESS PHONE: 298 345600 MAIL ADDRESS: STREET 1: KONGABRUGVIN STREET 2: POST BOX 329 CITY: TORSHAVN STATE: H6 ZIP: FO 110 4 1 a6-39_ex.xml X0202 4 2006-02-10 0 0001023052 LINENS N THINGS INC LIN 0001339251 Jacobsen Jakup a Dul SMARATORGI 1 201 KOPAVOGI K6 104 ICELAND 0 0 1 0 0001342422 Lagerinn ehf SUNDABORG 7 101 REYKJAVIK K6 104 ICELAND 0 0 1 0 0001342429 TF Holding P/F KONGABRUGVIN POST BOX 329 TORSHAVN H6 FO 110 FAROE ISLANDS 0 0 1 0 Common Stock 2006-02-10 4 X 0 6149400 25.4576 A 6149400 I See footnotes Equity Swap (obligation to Purchase) 25.4576 2006-02-10 4 X 0 1 0 D 2006-02-10 2006-04-05 Common Stock 6149400 0 I See footnote Such shares of common stock (the "Shares") were purchased by Lagerinn ehf ("Lagerinn") from Kaupthing Bank hf. ("Kaupthing") pursuant to certain agreements, by and between Kaupthing and Lagerinn (the "Equity Swap Agreements"). Jacobsen may be deemed to beneficially own the Shares because of his direct ownership of all the shares of Lagerinn. Lagerinn had agreed in principle with TF Holding P/F ("TF Holding") that Lagerinn would sell and TF Holding would purchase twenty-five percent (25%) of the Shares (the "TF Holding Shares"). In lieu of such agreement, TF Holding and Lagerinn have agreed in principle that, upon the eventual disposition of all the Shares held by Lagerinn, Lagerinn will pay to TF Holding, with respect to the TF Holding Shares, the difference between the amount Lagerinn receives upon disposition of the TF Holding Shares and Lagerinn's actual purchase price for those shares less a pro rata amount of Lagerinn's costs incurred for its purchases of the Shares (including advisor fees) (the "TF Holding Agreement"). The TF Holding Agreement in principle has not yet been reduced to writing. TF Holding hereby disclaims beneficial ownership of the remaining seventy-five percent (75%) of the Shares owned by Lagerinn as of the close of business on February 14, 2006. This figure represents the average purchase price for each Share. Pursuant to the Equity Swap Agreements, Lagerinn shall pay to Kaupthing (i) a fee equal to $0.04 for each Share; (ii) a fee equal to 0.20% of the purchase price of the Shares; and (iii) interest on the purchase price of the Shares at 5.0863%. The Shares underlying the derivative security listed on Table II (the "Derivative Security") were purchased by Kaupthing in accordance with the Equity Swap Agreements. Jacobsen may be deemed to have beneficially owned the Derivative Security because of his direct ownership of all the shares of Lagerinn. TF Holding may be deemed to have beneficially owned twenty-five percent (25%) of the Shares underlying the Derivative Security because of the TF Holding Agreement. The number of Shares underlying the Derivative Security is listed in column 7 of Table II. This date represents the date on which the Shares underlying the Derivative Security were purchased by Lagerinn from Kaupthing pursuant to the Equity Swap Agreements. Lagerinn's right to purchase the Shares was exercisable immediately upon Kaupthing's purchase of the Shares. The Equity Swap Agreements were entered into on April 9, 2005, May 9, 2005 and July 7, 2005, respectively. Exhibit 99.1 - Joint Filer Information /s/ Jakup a Dul Jacobsen 2006-02-14 EX-99.1 2 ex_991.txt FORM 4 JOINT FILER INFORMATION Exhibit 99.1 Form 4 Joint Filer Information Name: Lagerinn ehf Address: Smaratorgi 1 201 Kopavogi Republic of Iceland 104 Designated Filer: Jakup a Dul Jacobsen Issuer & Ticker Symbol: Linens `n Things, Inc. (LIN) Date of Event Requiring Statement: 02/14/2006 Signature: By: /s/ Jakup a Dul Jacobsen -------------------------- Name: TF Holding P/F Address: Kongabrungvin Post Box 329 FO 110 Torshavn Designated Filer: Jakup a Dul Jacobsen Issuer & Ticker Symbol: Linens `n Things, Inc. (LIN) Date of Event Requiring Statement: 02/14/2006 Signature: By: /s/ Gunnar i Lida ------------------- -----END PRIVACY-ENHANCED MESSAGE-----