-----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, FbSNoO5AXP4d31zdkcXBJB0GXS8BfCku784JBwUto8XVWEaWBvushLX8wrIxhV7r elBQnDST0Zfr5nD6jB+KHA== 0000950144-03-005624.txt : 20030428 0000950144-03-005624.hdr.sgml : 20030428 20030428133515 ACCESSION NUMBER: 0000950144-03-005624 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030428 GROUP MEMBERS: THE CARL T. KIRKLAND GRANTOR RETAINED ANNUITY TRUST 2001-1 GROUP MEMBERS: THE CARL T. KIRKLAND GRANTOR RETAINED ANNUITY TRUST 2002-1 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WALKER ROBERT/ CENTRAL INDEX KEY: 0001204977 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: C/O FIRST SOUTHERN BANCSHARES INC STREET 2: 102 SOUTH COURT STREET CITY: FLORENCE STATE: AL ZIP: 35631 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KIRKLANDS INC CENTRAL INDEX KEY: 0001056285 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 621287151 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-78385 FILM NUMBER: 03666339 BUSINESS ADDRESS: STREET 1: 805 NORTH PKWY CITY: JACKSON STATE: TN ZIP: 38305 BUSINESS PHONE: 9016882444 MAIL ADDRESS: STREET 1: 805 NORTH PKWY CITY: JACKSON STATE: TN ZIP: 38305 SC 13G 1 g82289sc13g.htm KIRKLAND'S, INC, - FORM SC 13G KIRKLAND'S, INC, - FORM SC 13G
 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. )1

Kirkland's, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

497498105

(CUSIP Number)

December 31, 2002

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

        o Rule 13d-1 (b)

        x Rule 13d-1 (c)

        o Rule 13d-1 (d)

1 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 (“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).

 

 

             
13G
CUSIP No. 497498105
  1. Name of Reporting Person:
Robert Walker		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) þ  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
U.S.A.
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
2,784,773
6. Shared Voting Power:
0
7. Sole Dispositive Power:
2,784,773
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
2,784,773
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
14.7%
  12.Type of Reporting Person:
IN

Page 2 of 8

 

             
13G
CUSIP No. 497498105
  1. Name of Reporting Person:
The Carl T. Kirkland Grantor Retained Annuity Trust 2001-1		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) þ  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Tennessee
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
1,472,253
6. Shared Voting Power:
0
7. Sole Dispositive Power:
1,472,253
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,472,253
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
7.8%
  12.Type of Reporting Person:
OO

Page 3 of 8

 

             
13G
CUSIP No. 497498105
  1. Name of Reporting Person:
The Carl T. Kirkland Grantor Retained Annuity Trust 2002-1		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) þ  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Tennessee
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
1,312,520
6. Shared Voting Power:
0
7. Sole Dispositive Power:
1,312,520
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,312,520
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
6.9%
  12.Type of Reporting Person:
OO

Page 4 of 8

 

     
Item
1(a)
   Name of Issuer:
Kirkland’s, Inc.
     
Item
1(b)
   Address of Issuer’s Principal Executive Offices:
 805 N. Parkway
Jackson, Tennessee 38305
     
Item 2 (a)
   Name of Person Filing:
 This Schedule 13G is filed on behalf of Robert Walker, The Carl T. Kirkland Grantor Retained Annuity Trust 2001-1 and The Carl T. Kirkland Grantor Retained Annuity Trust 2002-1 (the “Reporting Persons”).
     
Item
2(b)
   Address of Principal Business Offices:
 The address of the principal business for each of the Reporting Persons is:
Baker, Donelson, Bearman & Caldwell, PC
20th Floor
2000 First Tennessee Building
165 Madison Avenue
Memphis, Tennessee 38103
     
Item
2(c)
   Citizenship:
 Robert Walker is a citizen of the U.S.A. The place of organization for The Carl T. Kirkland Grantor Retained Annuity Trust 2001-1 and The Carl T. Kirkland Grantor Retained Annuity Trust 2002-1 is Tennessee.
     
Item
2(d)		   Title of Class of Securities:
 Common Stock
     
Item
2(e)
   CUSIP Number:
 497498105
     
Item 3   If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
 (a) [_] Broker or dealer registered under Section 15 of the Exchange Act
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act
(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act
(d) [_] Investment company registered under Section 8 of the Investment Company Act

PAGE 5 of 8

 

     
    (e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)
(f) [_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F)
(g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)
(h) [_] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act
(i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment
           Company Act
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J)
     
Item 4   Ownership.
 Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
     
    (a) Amount beneficially owned:
     
    The total number of shares of Kirkland’s, Inc. common stock beneficially owned by Mr. Walker as of December 31, 2002 was 2,784,773, which includes 1,312,520 shares held by The Carl T. Kirkland Grantor Retained Annuity Trust 2002-1 and 1,472,253 shares held by The Carl T. Kirkland Grantor Retained Annuity Trust 2001-1. Both trusts are for the benefit of Mr. Kirkland’s family members. Mr. Walker is the sole Trustee for both of these trusts. While Mr. Walker has sole voting and dispositive power over the shares held by the trusts, he has no pecuniary interest in the shares held by the trusts.
     
    (b) Percent of class:
     
    See the Cover Pages for each of the Reporting Persons.
     
    (c) Number of shares as to which the person has:
     
           (i) Sole power to vote or to direct the vote:
     
           (ii) Shared power to vote or to direct the vote:
     
           (iii) Sole power to dispose or to direct the disposition of:
     
           (iv) Shared power to dispose or to direct the disposition of:
     
    See the Cover Pages for each of the Reporting Persons.

PAGE 6 of 8

 

     
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 person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [  ]
     
Item 6   Ownership of More than Five Percent on Behalf of Another Person.
    Not applicable
     
Item 7   Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
    Not applicable
     
Item 8   Identification and Classification of Members of the Group.
    Not applicable
     
Item 9   Notice of Dissolution of Group.
    Not applicable
     
Item 10   Certifications.
    By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

PAGE 7 of 8

 

SIGNATURE

     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: April 17, 2003   By: /s/ Robert Walker
     
      Name: Robert Walker, an individual
       
    The Carl T. Kirkland Grantor Retained Annuity Trust 2001-1
       
    By: /s/ Robert Walker
     
      Robert Walker, Trustee
       
    The Carl T. Kirkland Grantor Retained Annuity Trust 2002-1
       
    By: /s/ Robert Walker
     
      Robert Walker, Trustee

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