sc13g

0000950134-07-015645.txt : 20070723 0000950134-07-015645.hdr.sgml : 20070723 20070723164701 ACCESSION NUMBER: 0000950134-07-015645 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070723 DATE AS OF CHANGE: 20070723 GROUP MEMBERS: H LEE S HOBSON GROUP MEMBERS: HIGHSIDE MANAGEMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DSW Inc. CENTRAL INDEX KEY: 0001319947 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-SHOE STORES [5661] IRS NUMBER: 310746639 STATE OF INCORPORATION: OH FISCAL YEAR END: 0129 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80829 FILM NUMBER: 07994116 BUSINESS ADDRESS: STREET 1: 4150 EAST 5TH AVENUE CITY: COLUMBUS STATE: OH ZIP: 43219 BUSINESS PHONE: (614) 237-7100 MAIL ADDRESS: STREET 1: 4150 EAST 5TH AVENUE CITY: COLUMBUS STATE: OH ZIP: 43219 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HIGHSIDE CAPITAL MANAGEMENT L P CENTRAL INDEX KEY: 0001276845 IRS NUMBER: 743091871 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 100 CRESCENT COURT SUITE 860 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2148552300 MAIL ADDRESS: STREET 1: 100 CRESCENT COURT SUITE 860 CITY: DALLAS STATE: TX ZIP: 75201 SC 13G 1 d48364sc13g.htm SCHEDULE 13G sc13g


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

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

DSW Inc.

(Name of Issuer)

Class A Common Shares

(Title of Class of Securities)

23334L102

(CUSIP Number)

July 12, 2007

(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)

þ Rule 13d-1(c)

o Rule 13d-1(d)

* 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).


CUSIP No.		23334L102


1	NAMES OF REPORTING PERSONS: Highside Capital Management, L.P.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		5	SOLE VOTING POWER:

NUMBER OF			1,100,000

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			1,100,000

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,100,000

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	6.8%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN/IA


CUSIP No.		23334L102


1	NAMES OF REPORTING PERSONS: Highside Management, LLC

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		5	SOLE VOTING POWER:

NUMBER OF			1,100,000

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			1,100,000

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,100,000

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	6.8%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	OO


CUSIP No.		23334L102


1	NAMES OF REPORTING PERSONS: H. Lee S. Hobson

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	United States

		5	SOLE VOTING POWER:

NUMBER OF			1,100,000

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			1,100,000

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,100,000

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	6.8%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN

Item 1.

	(a)		Name of Issuer

			DSW Inc.

	(b)		Address of Issuer’s Principal Executive Offices

			810 DSW Drive, Columbus, Ohio 43219

Item 2.

(a)

Name of Person Filing

This statement is jointly filed by and on behalf of Highside Capital Management, L.P., Highside Management, LLC, and H. Lee S. Hobson. Highside Capital serves as an investment adviser and/or manager to other persons. Highside Capital may be deemed to beneficially own securities owned and/or held by and/or for the account and/or benefit of other persons. Highside Management is the general partner of Highside Capital. Highside Management may be deemed to beneficially own securities owned and/or held by and/or for the account and/or benefit of Highside Capital. Mr. Hobson is the President and managing member of Highside Management. Mr. Hobson may be deemed to beneficially own securities owned and/or held by and/or for the account and/or benefit of Highside Management.

Each of the reporting persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

Each of the reporting persons may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purposes of Section 13(d) or 13(g) of the Act. Each of the reporting persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any group with respect to the issuer or any securities of the issuer.

(b)

Address of Principal Business Office or, if none, Residence

The address of the principal business office of each of the reporting persons is 100 Crescent Court, Suite 860, Dallas, Texas 75201.

	(c)		Citizenship

			See Item 4 on the cover page(s) hereto.

	(d)		Title of Class of Securities

			Class A Common Shares

	(e)		CUSIP Number

			23334L102


Item 3.		If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is:

	(a)		o A Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).

	(b)		o A Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).

	(c)		o An insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).

	(d)		o An investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

	(e)		o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

	(f)		o An employee benefit plan or endowment fund in accordance with §240.13d- 1(b)(1)(ii)(F);

	(g)		o A parent holding company or control person in accordance with §240.13d- 1(b)(1)(ii)(G);

	(h)		o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

	(i)		o A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

	(j)		o A group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4. Ownership.

	(a)		Amount beneficially owned:

			See Item 9 on the cover page(s) hereto.

	(b)		Percent of class:

			See Item 11 on the cover page(s) hereto.

	(c)		Number of shares as to which such person has:

	(i)		Sole power to vote or to direct the vote:

			See Item 5 on the cover page(s) hereto.

	(ii)		Shared power to vote or to direct the vote:

			See Item 6 on the cover page(s) hereto.

	(iii)		Sole power to dispose or to direct the disposition of:

			See Item 7 on the cover page(s) hereto.

	(iv)		Shared power to dispose or to direct the disposition of:

			See Item 8 on the cover page(s) hereto.

Item 5. Ownership of 5% 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 o.


Item 6.		Ownership of More than 5 Percent on Behalf of Another Person

Other persons are 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 covered by this statement that may be deemed to be beneficially owned by the reporting persons.


Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable


Item 8.		Identification and Classification of Members of the Group

Item 9. Notice of Dissolution of Group

Item 10. Certifications

(a) Not Applicable

(b) 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.

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.


		Highside Capital Management, L.P.

		By: Highside Management, LLC, its General Partner

		By:		/s/ H. Michael Reese

		Name: H. Michael Reese
		Title: Vice President
		Date: July 23, 2007

		Highside Management, LLC

		By:		/s/ H. Michael Reese

		Name: H. Michael Reese
		Title: Vice President
		Date: July 23, 2007

		H. Lee S. Hobson

		By:		/s/ H. Lee S. Hobson

		Name: H. Lee S. Hobson
		Date: July 23, 2007

EXHIBIT INDEX


Exhibit No.		Description of Exhibit
99.1		Joint Filing Agreement dated July 23, 2007 among Highside Capital Management, L.P., Highside Management, LLC, and H. Lee S. Hobson

EX-99.1 2 d48364exv99w1.htm JOINT FILING AGREEMENT exv99w1

EXHIBIT 99.1

JOINT FILING AGREEMENT

July 23, 2007

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this Joint Filing Agreement as an exhibit thereto. This Joint Filing Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this Joint Filing Agreement to be executed and effective as of the date first written above.


		Highside Capital Management, L.P.

		By: Highside Management, LLC, its General Partner

		By:		/s/ H. Michael Reese

		Name: H. Michael Reese
		Title: Vice President
		Date: July 23, 2007

		Highside Management, LLC

		By:		/s/ H. Michael Reese

		Name: H. Michael Reese
		Title: Vice President
		Date: July 23, 2007

		H. Lee S. Hobson

		By:		/s/ H. Lee S. Hobson

		Name: H. Lee S. Hobson
		Date: July 23, 2007