-----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, VQAwISCabN1G1MR+EmF/ew7fLaMZw1Nm/hA/9r8Hx2X8o/+4P2fW1rUSRrIRwdhn Kui2R4VoRfRhwTgooNl5kg== 0001104659-07-037851.txt : 20070510 0001104659-07-037851.hdr.sgml : 20070510 20070510080233 ACCESSION NUMBER: 0001104659-07-037851 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070504 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20070510 DATE AS OF CHANGE: 20070510 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Linens Holding Co. CENTRAL INDEX KEY: 0001366913 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-HOME FURNITURE, FURNISHINGS & EQUIPMENT STORES [5700] IRS NUMBER: 204192917 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-135646-12 FILM NUMBER: 07834882 BUSINESS ADDRESS: STREET 1: 6 BRIGHTON ROAD CITY: CLIFTON STATE: NJ ZIP: 07015 BUSINESS PHONE: 9737781300 MAIL ADDRESS: STREET 1: 6 BRIGHTON ROAD CITY: CLIFTON STATE: NJ ZIP: 07015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Linens 'N Things Center, Inc. CENTRAL INDEX KEY: 0001366909 IRS NUMBER: 592740308 STATE OF INCORPORATION: CA FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-135646-11 FILM NUMBER: 07834883 BUSINESS ADDRESS: STREET 1: 6 BRIGHTON ROAD CITY: CLIFTON STATE: NJ ZIP: 07015 BUSINESS PHONE: 9737781300 MAIL ADDRESS: STREET 1: 6 BRIGHTON ROAD CITY: CLIFTON STATE: NJ ZIP: 07015 FILER: 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 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12381 FILM NUMBER: 07834884 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 8-K 1 a07-13763_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  May 4, 2007

LINENS HOLDING CO.

LINENS ‘N THINGS, INC.

LINENS ‘N THINGS CENTER, INC.

(Exact names of registrants as specified in their charters)

Delaware

 

333-135646-12

 

20-4192917

Delaware

 

001-12381

 

22-3463939

California

 

333-135646-11

 

59-2740308

(States or other jurisdictions of
incorporation)

 

(Commission File Numbers)

 

(IRS Employer
Identification Nos.)

 

6 Brighton Road, Clifton, New Jersey  07015
(Address of principal executive offices)  (Zip Code)

(973) 778-1300
(Registrants’ telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrants under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



Item 5.02                                                 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)           Linens ‘n Things, Inc. (“LNT”) and its 100% parent, Linens Holding Co. (“Holding,”and, together with LNT and their direct and indirect subsidiaries, the “Company”), have entered into or modified certain compensatory arrangements with respect to the Company’s principal executive officer, principal financial officer, and other named executive officers, which are summarized in this report.

On May 4, 2007, the compensation committees of the boards of directors of Holding and LNT (the “Compensation Committees”) completed their annual compensation review with respect to key management personnel of the Company.  As part of the review process, the Compensation Committees approved an increase in annual base salary, effective as of the respective dates set forth below, for the following named executive officers to the indicated amounts:

Named Executive Officer

 

 

 

Title

 

New Base Salary

 

Effective Date

F. David Coder

 

Executive Vice President of
Store Operations

 

$425,000

 

April 1, 2007

 

 

 

 

 

 

 

Robert Homler

 

Executive Vice President,
Merchandising

 

$425,000

 

April 1, 2007

 

 

 

 

 

 

 

Francis M. Rowan

 

Senior Vice President and
Chief Financial Officer

 

$275,000

 

January 8, 2007

 

The Compensation Committees also approved a 2007 Bonus Plan for management incentive compensation, which includes incentive compensation potential for certain of the named executive officers at the following levels:

·                  Robert J. DiNicola, Chairman of the Board and Chief Executive Officer—target 100% of annual base salary, as set forth in Mr. DiNicola’s current employment agreement.

·                  Coder—target 50% of annual base salary, as set forth in Mr. Coder’s current employment agreement.

·                  Homler—target 50% of annual base salary, as set forth in Mr. Homler’s current employment agreement.

·                  Rowan—target 50% of annual base salary, which represents an increase from the 40% target set forth in Mr. Rowan’s current employment agreement.

For each of the named executive officers, the incentive compensation potential for 2007 is at the following levels:

·                  First threshold (Level I)—25% of target based on achieving budgeted total sales, budgeted comparable store sales, and approximately 83% of budgeted Adjusted EBITDA.

·                  Second threshold (Level II)—50% of target based on achieving budgeted total sales, budgeted comparable store sales, and 90% of budgeted Adjusted EBITDA.

·                  Third threshold (Level III)—75% of target based on achieving budgeted total sales, budgeted comparable store sales, and approximately 97% of budgeted Adjusted EBITDA.

·                  Target (Level IV)—100% of target based on achieving budgeted total sales, budgeted comparable store sales, and budgeted Adjusted EBITDA.

·                  Maximum (Level V)—150% of target based on achieving budgeted total sales, budgeted comparable store sales, and approximately 103% of budgeted Adjusted EBITDA.

2



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

Dated:  May 10, 2007

LINENS HOLDING CO.

 

LINENS ‘N THINGS, INC.

 

LINENS ‘N THINGS CENTER, INC.

 

(Registrants)

 

 

 

 

 

By:

/s/ FRANCIS M. ROWAN

 

 

Francis M. Rowan

 

 

Senior Vice President and Chief Financial Officer

 


 -----END PRIVACY-ENHANCED MESSAGE-----