0001104659-11-057621.txt : 20111025 0001104659-11-057621.hdr.sgml : 20111025 20111025123626 ACCESSION NUMBER: 0001104659-11-057621 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20111025 DATE AS OF CHANGE: 20111025 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PENCE DENNIS C CENTRAL INDEX KEY: 0001032603 FILING VALUES: FORM TYPE: SC 13D/A SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COLDWATER CREEK INC CENTRAL INDEX KEY: 0001018005 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-WOMEN'S CLOTHING STORES [5621] IRS NUMBER: 820419266 STATE OF INCORPORATION: DE FISCAL YEAR END: 0202 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48773 FILM NUMBER: 111156113 BUSINESS ADDRESS: STREET 1: ONE COLDWATER CREEK DRIVE CITY: SANDPOINT STATE: ID ZIP: 83864 BUSINESS PHONE: 2082632266 MAIL ADDRESS: STREET 1: ONE COLDWATER CREEK DRIVE CITY: SANDPOINT STATE: ID ZIP: 83864 SC 13D/A 1 a11-28512_2sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 4)

 

COLDWATER CREEK INC.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

193068 10 3

(CUSIP Number)

 

Dennis C. Pence

c/o Coldwater Creek Inc.

One Coldwater Creek Drive

Sandpoint, Idaho 83864

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

October 19, 2011

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-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 ("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).

 

(Continued on following pages)

 


 

SCHEDULE 13D

 

CUSIP No.   193068 10 3

 

 

1

Name of Reporting Persons
DENNIS C. PENCE

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
U.S.A.

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
22,066,773

 

8

Shared Voting Power
550,000

 

9

Sole Dispositive Power
22,066,773

 

10

Shared Dispositive Power
550,000

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person(1)
22,616,773

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   x

 

 

13

Percent of Class Represented by Amount in Row (11)
18.98%(1)

 

 

14

Type of Reporting Person
IN

 

(1)               The amount of Coldwater Common Stock beneficially owned by Mr. Pence includes (i) 21,788,710 shares owned of record by Mr. Pence, (ii) 278,063 shares owned of record by grantor retained annuity trusts and (iii) 550,000 shares owned of record by the Wild Rose Foundation.  It excludes 3,427,976 shares owned of record by the Aspenwood Supporting Foundation and 244,687 shares held by the JCP Irrevocable Trust.  Mr. Pence disclaims beneficial ownership of the shares set forth in (iii) pursuant to Rule 13d-4.  The calculation of the percent of the class represented by the amount in Row 11 is based on 119,188,600 shares of Coldwater Common Stock outstanding as of July 30, 2011, as adjusted for the sale of an additional 26,500,000 shares, as stated in the Issuer’s Prospectus Supplement (File No. 333-17449) filed with the Securities and Exchange Commission on October 20, 2011.

 

2


 

SCHEDULE 13D/A

 

This Amendment No. 4 (“Amendment No. 4”) amends the Statement on Schedule 13D filed on February 6, 2008, as amended by Amendment No. 1 filed on August 13, 2009, Amendment No. 2 filed on September 18, 2009 and Amendment No. 3 filed on September 16, 2011 (collectively, the “Schedule 13D”), by and on behalf of Dennis C. Pence.  Except as otherwise indicated, capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Schedule 13D.

 

Item 3.         Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is amended and supplemented by adding the following after the last paragraph thereof:

 

Mr. Pence acquired 8,235,000 shares of Coldwater Common Stock in an underwritten public offering by the Issuer on October 19, 2011 for aggregate consideration of $6,999,750.  The purchase was made with a combination of Mr. Pence’s personal funds and a draw on his line of credit with JP Morgan Private Banking.

 

 

Item 5.         Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is amended and restated in its entirety to read as follows:

 

(a)               As of the date hereof, Mr. Pence beneficially owns 22,616,773 shares of Coldwater Common Stock, representing 18.98% of the total outstanding Coldwater Common Stock.(2)

 

(b)              Mr. Pence has sole power to vote and direct the disposition of 22,066,773 shares of Coldwater Common Stock, and shared power to vote and direct the disposition of 550,000 shares of Coldwater Common Stock.

 

(c)               Mr. Pence has not engaged in any transaction in Coldwater Common Stock since the filing of Amendment No. 3 except as follows:

 

Date

 

Transaction

 

Number of Shares

 

Price Per Share

 

October 19, 2011

 

Purchase

 

8,235,000

 

$

0.85

 

 

(d)              No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities discussed above.

 

(e)               Not applicable.

 

Except as indicated above, the information set forth in the Schedule 13D remains unchanged.

 

(2)          The foregoing calculation is based on 119,188,600 shares of Coldwater Common Stock outstanding  as of July 30, 2011, as adjusted for the sale of an additional 26,500,000 shares, as stated in the Issuer’s Prospectus Supplement (File No. 333-17449) filed with the Securities and Exchange Commission on October 20, 2011.  The amount of Coldwater Common Stock beneficially owned by Mr. Pence includes (i) 21,788,710 shares owned of record by Mr. Pence, (ii) 278,063 shares owned of record by grantor retained annuity trusts and (iii) 550,000 shares owned of record by the Wild Rose Foundation. It excludes 3,427,976 shares owned of record by the Aspenwood Supporting Foundation and 244,687 shares held by the JCP Irrevocable Trust.  Mr. Pence disclaims beneficial ownership of the shares set forth in (iii) pursuant to Rule 13d-4.

 

3


 

SIGNATURES

 

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.

 

Dated:  October 24, 2011

 

 

 

/s/ Dennis C. Pence

 

Dennis C. Pence

 

4