Schedule 13D Amendment No. 1

-----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, AA0zgtSZf6xQoYYosIb1CjrSFsZ9UGQvklDh3W7wh8ebPi5YmZJjBdaZrFJuK5FN TxLvvuCs3qfuW9M9iN7sAA== 0001193125-10-078454.txt : 20100407 0001193125-10-078454.hdr.sgml : 20100407 20100407163000 ACCESSION NUMBER: 0001193125-10-078454 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100407 DATE AS OF CHANGE: 20100407 GROUP MEMBERS: LAGERINN EHF GROUP MEMBERS: LANDSBANKI ISLANDS HF FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Jacobsen Jakup a Dul CENTRAL INDEX KEY: 0001339251 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: SUNDABORG 7 CITY: REYKJAVIK STATE: K6 ZIP: 104 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COST PLUS INC/CA/ CENTRAL INDEX KEY: 0000798955 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-HOME FURNITURE, FURNISHINGS & EQUIPMENT STORES [5700] IRS NUMBER: 941067973 STATE OF INCORPORATION: CA FISCAL YEAR END: 0203 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45833 FILM NUMBER: 10737285 BUSINESS ADDRESS: STREET 1: 200 FOURTH STREET OAKLAND STREET 2: SEE ADDRESS LISTED ABOVE CITY: OAKLAND STATE: CA ZIP: 94607 BUSINESS PHONE: 5108937300 MAIL ADDRESS: STREET 1: 200 FOURTH STREET OAKLAND STREET 2: SEE ADDRESS LISTED ABOVE CITY: OAKLAND STATE: CA ZIP: 94607 SC 13D/A 1 dsc13da.htm SCHEDULE 13D AMENDMENT NO. 1 Schedule 13D Amendment No. 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Cost Plus, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

221485105

(CUSIP Number)

María Rúnarsdóttir

Smáratorgi 3

200 Kópavogi

Iceland

+ 354 522 7824

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

December 17, 2009

(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 249.13d-1(g), check the following box. ¨

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).

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


CUSIP NO. 221485105
1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Jakup a Dul Jacobsen
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use only
4.	Source of funds (See Instructions) BK
5.	Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)			¨
6.	Citizenship or Place of Organization Denmark
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power
		8.	Shared Voting Power 1,095,587
		9.	Sole Dispositive Power
		10.	Shared Dispositive Power 1,095,587
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,095,587
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)				¨
13.	Percent of Class Represented by Amount in Row (11) 4.96%
14.	Type of Reporting Person (See Instructions) IN


CUSIP NO. 221485105
1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Lagerinn ehf
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use only
4.	Source of funds (See Instructions) BK
5.	Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)			¨
6.	Citizenship or Place of Organization Republic of Iceland
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power
		8.	Shared Voting Power 1,095,587
		9.	Sole Dispositive Power
		10.	Shared Dispositive Power 1,095,587
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,095,587
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)			¨
13.	Percent of Class Represented by Amount in Row (11) 4.96%
14.	Type of Reporting Person (See Instructions) CO


CUSIP NO. 221485105
	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Landsbanki Islands hf
	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
	SEC Use only
	Source of funds (See Instructions) WC
	Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)			¨
	Citizenship or Place of Organization Republic of Iceland
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power
		10.	Shared Dispositive Power 0
	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)			¨
	Percent of Class Represented by Amount in Row (11) 0%
	Type of Reporting Person (See Instructions) BK

Item 1.

Security and Issuer

This Amendment No. 1 (“Amendment No. 1”) to the statement on Schedule 13D amends and supplements the Schedule 13D originally filed on December 14, 2007, with respect to the Common Stock, par value $0.01 per share (the “Common Stock”) of Cost Plus, Inc., a California corporation (the “Issuer”). The address of the executive offices of the Issuer is 200 4th Street, Oakland, California.

Certain terms used but not defined in this Amendment No. 1 have the meanings assigned thereto in the Schedule 13D. The Schedule 13D is hereby amended and supplemented by this Amendment No. 1 as follows:

Item 2.

Identity and Background

(a-f) This Amendment No. 1 is being filed by: (i) Jakup a Dul Jacobsen (“Jacobsen”), from the Faroe Islands and a citizen of Denmark who engages in activities and maintains holdings in a number of jurisdictions; (ii) Lagerinn ehf, a Republic of Iceland corporation (“Lagerinn”); and (iii) Landsbanki Islands hf, a Republic of Iceland Public Limited Company (“Landsbanki” and together with Jacobsen and Lagerinn, the “Reporting Persons”).

The business address of Jacobsen is c/o Lagerinn at Smáratorgi 3, 200 Kópavogi, Republic of Iceland. The address of the principal office and principal business of Lagerinn is Smáratorgi 3, 200 Kópavogi, Republic of Iceland. The address of the principal office and principal business of Landsbanki is Austurstraeti 16, 155 Reykjavik, Republic of Iceland.

Jacobsen is from the Faroe Islands and is a citizen of Denmark, and is an investor who engages in activities and maintains holdings in a number of jurisdictions and is the Chairman of Lagerinn. Lagerinn is a Republic of Iceland corporation and is wholly-owned by Jacobsen. Lagerinn is a holding company through which Jacobsen holds investments. Landsbanki is a Republic of Iceland Public Limited Company and a commercial bank, registered in the Republic of Iceland.

During the past five years, none of the Reporting Persons have been: (i) convicted in any criminal proceeding, or (ii) a party to any civil proceeding commenced before a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is now subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 4.

Purpose of Transaction

As of the date of this Amendment No. 1, Jacobsen and Lagerinn beneficially own 1,095,587 shares of Common Stock of the Issuer (the “Shares”). The purchase of 1,095,987 of the Shares was financed with working capital and the purchase of 2,202,400 shares of Common Stock previously held by Jacobsen and Lagerinn (the “Pledged Shares”) was financed with funds borrowed from Landsbanki pursuant to a committed revolving credit facility, dated October 1, 2007, between Lagerinn and Landsbanki (the “Credit Facility”). The Credit Facility was secured by a pledge of the Pledged Shares. The foregoing summary of the Credit Facility is qualified in its entirety by reference to the summary of that certain Loan Agreement filed as Exhibit B to the Schedule 13D. On December 17, 2009 (the “Agreement Date”), Landsbanki and Lagerinn reached an agreement pursuant to which Landsbanki was granted the power to direct the disposition of the Pledged Shares in satisfaction of the outstanding liabilities under the Credit Facility of Lagerinn and Jacobsen.

Since the Agreement Date, Landsbanki, which has acquired the Pledged Shares in the ordinary course of its business and not with the purpose nor with the effect of changing or influencing the control of the Issuer, nor in connection with or as a participant in any transaction having such purpose or effect, has shared the power to vote, or to direct the voting of, the Pledged Shares, and the power to dispose, or to direct the disposition of, the Pledged Shares.

While the foregoing is subject to change at any time, and there can be no assurance that the Reporting Persons will take any further actions regarding the Shares, except as otherwise described in this Item 4, the Reporting Persons currently have no plan or proposal which relates to, or would result, in any of the events or transactions described in Item 4(a) through (j) of Schedule 13D, although the Reporting Persons reserve the right to formulate such plans or proposals in the future.

Item 5.

Interest in Securities of the Issuer

(a and b) As of the date of this Amendment No. 1, Jacobsen and Lagerinn beneficially own an aggregate of 1,095,587 shares of Common Stock, representing 4.96% of Issuer’s total outstanding Common Stock. Landsbanki, which may have been deemed to beneficially own the Pledged Shares, does not beneficially own any of the remaining Shares. By virtue of the relationship between Jacobsen and Lagerinn, Jacobsen and Lagerinn share voting and dispositive power over the Shares.


Date	Price		Number of Shares Sold
3/10/2010	$	2.8860	236,941
3/11/2010	$	2.5739	194,394
3/12/2010	$	2.4111	80,629
3/15/2010	$	2.4118	185,071
3/16/2010	$	2.3523	13,837
3/17/2010	$	2.2792	144,720
3/18/2010	$	2.3265	24,925
3/23/2010	$	2.1609	223,845
3/24/2010	$	2.2381	150,000
3/25/2010	$	2.2041	313,463
3/26/2010	$	2.4370	384,575
3/29/2010	$	2.2707	15,000
3/30/2010	$	2.2529	700
4/1/2010	$	2.1519	234,300

(d) The Shares have been pledged by Lagerinn and Jacobsen to a third party that is not a Reporting Person. Under certain circumstances, such third party may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares. Other than this, no person other than the Reporting Persons 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 Shares.

(e) Landsbanki ceased to be the beneficial owner of more than 5% of the outstanding Common Stock on March 23, 2010. Jacobsen and Lagerinn ceased to be the beneficial owner of more than 5% of the outstanding Common Stock on April 1, 2010.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

By virtue of the relationship between the Reporting Persons, as described in Items 2 and 5, the Reporting Persons may have been deemed to be a “group” under the Federal securities laws, and Jacobsen and Lagerinn may still be deemed to be a “group” under such laws. Except as otherwise set forth in this Schedule 13D, each of the Reporting Persons expressly disclaims beneficial ownership of any of the shares of Common Stock and the filing of this Statement shall not be construed as an admission, for the purposes of Sections 13(d) and 13(g) or under any provision of the Exchange Act or the rules promulgated thereunder or for any other purpose, that any of the Reporting Persons is a beneficial owner of any such shares.

Item 7.

Material to Be Filed as Exhibits

1. Joint Filing Agreement.

2. Committed Revolving Credit Facility, dated October 1, 2007 between Lagerinn and Landsbanki (incorporated by reference to Exhibit B to Schedule 13D filed by Jacobsen and Lagerinn on December 14, 2007).

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.

Date: April 6, 2010


/S/ JAKUP A DUL JACOBSEN
Jakup a Dul Jacobsen

LAGERINN EHF

/S/ JAKUP A DUL JACOBSEN
Name:		Jakup a Dul Jacobsen
Title:		Chairman of the Board

LANDSBANKI ISLANDS HF

/S/ LARENTSINUS KRISTJANSSON
Name:		Larentsinus Kristjansson
Title:		Chairman of the Resolution Committee

EXHIBIT 1

JOINT FILING AGREEMENT

Jakup a Dul Jacobsen, Lagerinn ehf and Landsbanki Islands hf, in compliance with Rule 13d-1(k) of the Securities and Exchange Commission, hereby agree that the statement on Schedule 13D to which this Agreement is attached as an exhibit is, and any amendments thereto filed by any of us will be, filed on behalf of each such person or entity, that each such person or entity is responsible for the timely filing of the Schedule 13D and any amendments thereto and for the completeness and accuracy of the information concerning such person or entity contained therein.

Date: April 6, 2010


/S/ JAKUP A DUL JACOBSEN
Jakup a Dul Jacobsen

LAGERINN EHF

/S/ JAKUP A DUL JACOBSEN
Name:		Jakup a Dul Jacobsen
Title:		Chairman of the Board

LANDSBANKI ISLANDS HF

/S/ LARENTSINUS KRISTJANSSON
Name:		Larentsinus Kristjansson
Title:		Chairman of the Resolution Committee

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