-----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, ItbvRX7dg6t537lcR8RMx2dBVJchIsMEx/Erchw20H/MdA8HiwPjTD6/cnfbvIVW c8+oxQ2Ft1C42Bp+fTJL+Q== 0001013594-07-000579.txt : 20071228 0001013594-07-000579.hdr.sgml : 20071228 20071228110711 ACCESSION NUMBER: 0001013594-07-000579 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071228 DATE AS OF CHANGE: 20071228 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PIER 1 IMPORTS INC/DE CENTRAL INDEX KEY: 0000278130 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-HOME FURNITURE, FURNISHINGS & EQUIPMENT STORES [5700] IRS NUMBER: 751729843 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-20038 FILM NUMBER: 071330602 BUSINESS ADDRESS: STREET 1: 100 PIER 1 PLACE CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8172526000 MAIL ADDRESS: STREET 1: 100 PIER 1 PLACE CITY: FORT WORTH STATE: TX ZIP: 76102 FORMER COMPANY: FORMER CONFORMED NAME: PIER 1 INC DATE OF NAME CHANGE: 19860921 FORMER COMPANY: FORMER CONFORMED NAME: PIER 1 IMPORTS INC/GA DATE OF NAME CHANGE: 19840729 FORMER COMPANY: FORMER CONFORMED NAME: NEWCORP INC DATE OF NAME CHANGE: 19800423 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ELLIOTT ASSOCIATES, L.P. CENTRAL INDEX KEY: 0000904495 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 222140975 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125062999 MAIL ADDRESS: STREET 1: 712 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: ELLIOTT ASSOCIATES LP DATE OF NAME CHANGE: 19930513 SC 13D/A 1 pier113da-122807.htm DECEMBER 28, 2007

 


SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(Amendment No. 2)*

Pier 1 Imports, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

720279108

(CUSIP Number)

Stephen M. Schultz, Esq.

Kleinberg, Kaplan, Wolff & Cohen, P.C.

551 Fifth Avenue, New York, New York 10176

Tel: (212) 986-6000

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

December 20, 2007

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 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 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)

 


 


1.

NAMES OF REPORTING PERSONS

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

Elliott Associates, L.P.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)

x

 

(b)

o

3.

SEC USE ONLY

4.

SOURCE OF FUNDS*

WC

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     o

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7.

SOLE VOTING POWER

307,504

8

SHARED VOTING POWER

0

9.

SOLE DISPOSITIVE POWER

307,504

10.

SHARED DISPOSITIVE POWER

0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

307,504

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)

 

EXCLUDES CERTAIN SHARES*  

o

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.3%

14.

TYPE OF REPORTING PERSON*

PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 


1.

NAMES OF REPORTING PERSONS

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

Elliott International, L.P.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)

x

 

(b)

o

3.

SEC USE ONLY

4.

SOURCE OF FUNDS*

WC

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)               o

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands, British West Indies

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7.

SOLE VOTING POWER

0

8

SHARED VOTING POWER

461,256

9.

SOLE DISPOSITIVE POWER

0

10.

SHARED DISPOSITIVE POWER

461,256

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

461,256

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)

 

EXCLUDES CERTAIN SHARES*  

o

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0,5%

14.

TYPE OF REPORTING PERSON*

PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 


1.

NAMES OF REPORTING PERSONS

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

Elliott International Capital Advisors Inc.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)

x

 

(b)

o

3.

SEC USE ONLY

4.

SOURCE OF FUNDS*

OO

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     o

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7.

SOLE VOTING POWER

0

8

SHARED VOTING POWER

461,256

9.

SOLE DISPOSITIVE POWER

0

10.

SHARED DISPOSITIVE POWER

461,256

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

461,256

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)

 

EXCLUDES CERTAIN SHARES*  

o

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.5%

14.

TYPE OF REPORTING PERSON*

CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 


This statement is filed with respect to the shares of the common stock, $1.00 par value (the “Common Stock”), of Pier 1 Imports, Inc. (the “Issuer”), beneficially owned by Elliott Associates, L.P. and its wholly-owned subsidiaries (“Elliott”), Elliott International, L.P. (“Elliott International”), and Elliott International Capital Advisers Inc. (“EICA” and collectively, the “Reporting Persons”) as of December 27, 2007 and amends and supplements the Schedule 13D filed on April 9, 2007, as amended (collectively, the “Schedule 13D”). Except as set forth herein, the Schedule 13D is unmodified.

ITEM 3.

Source and Amount of Funds or Other Consideration.

Elliott Working Capital

$1,857,773

Elliott International Working Capital

$1,780,984

ITEM 5.

Interest in Securities of the Issuer.

(a)        Elliott owns 307,504 shares of Common Stock, constituting 0.3% of all of the outstanding shares of Common Stock. Elliott owns its 307,504 shares of Common Stock through its wholly-owned subsidiary, The Liverpool Limited Partnership, a Bermuda limited partnership.

Elliott International and EICA beneficially own an aggregate of 461,256 shares of Common Stock, constituting 0.5% of all of the outstanding shares of Common Stock.

Collectively, Elliott, Elliott International and EICA beneficially own 768,760 shares of Common Stock constituting 0.9% of all of the outstanding shares of Common Stock.

(b)        Elliott has the power to vote or direct the vote of, and to dispose or direct the disposition of, the shares of Common Stock beneficially owned by it.

Elliott International has the shared power with EICA to vote or direct the vote of, and to dispose or direct the disposition of, the shares of Common Stock owned by Elliott International. Information regarding each of Elliott International and EICA is set forth in Item 2 of this Schedule 13D and is expressly incorporated by reference herein.

(c)        The transactions effected by the Reporting Persons during the past sixty (60) days are set forth on Schedule 1 attached hereto. All of the transactions set forth on Schedule 1 were effected on the New York Stock Exchange. No other transactions with respect to the Common Stock that are required to be reported on Schedule 13D were effected by any of the Reporting Persons during the past sixty (60) days.

 


(d)        No person other than Elliott has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by Elliott.

No person other than Elliott International and EICA has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by Elliott International and EICA.

(e)        The Reporting Persons ceased to be beneficial owners of 5% of the Common Stock on December 20, 2007.

ITEM 6.

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

Elliott, through The Liverpool Limited Partnership, is short 1,600 listed put contracts at a strike price of $5.00 per share. Elliott International is short 2,400 listed put contracts at a strike price of $5.00 per share.

Elliott, through The Liverpool Limited Partnership, is short 1,600 listed call contracts at a strike price of $5.00 per share. Elliott International is short 2,400 listed call contracts at a strike price of $5.00 per share.

 


SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned each certifies that the information with respect to it set forth in this statement is true, complete and correct.

 

Dated:  

December 28, 2007

 

ELLIOTT ASSOCIATES, L.P.

By:        Elliott Capital Advisors, L.P., as General Partner

By:        Braxton Associates, Inc., as General Partner

 

By:   /s/  Elliot Greenberg

Elliot Greenberg,

Vice President

 

 

ELLIOTT INTERNATIONAL, L.P.

By:        Elliott International Capital Advisors, Inc.,

as Attorney-in-Fact

 

By:   /s/  Elliot Greenberg

Elliot Greenberg,

Vice President

 

 

ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC.

 

By:   /s/  Elliot Greenberg

 

Elliot Greenberg,

Vice President

 

 

 

 


 

Date

Security

Amount of Shs. Bought (Sold)

Approx. Price per Share (excl. of commissions)

 

 

 

 

29-Oct-2007

Common

(1,622)

$5.060000

31-Oct-2007

Common

(20,000)

$5.143800

07-Nov-2007

Common

5,760

$4.250000

07-Nov-2007

Common

10,000

$4.297800

07-Nov-2007

Common

30,000

$4.300000

08-Nov-2007

Common

14,240

$4.300000

16-Nov-2007

Common

17,200

$3.932000

16-Nov-2007

Common

10,000

$3.889800

16-Nov-2007

Common

16,000

$3.988000

16-Nov-2007

Common

36,800

$3.961300

19-Nov-2007

Common

20,000

$3.920800

19-Nov-2007

Common

60,000

$3.895500

20-Nov-2007

Common

20,000

$3.880000

20-Nov-2007

Common

26,196

$3.672500

21-Nov-2007

Common

36,000

$3.724600

26-Nov-2007

Common

9,336

$3.777900

27-Nov-2007

Common

13,114

$3.841000

28-Nov-2007

Common

10,000

$3.994400

29-Nov-2007

Common

10,000

$3.941200

30-Nov-2007

Common

10,000

$3.936900

04-Dec-2007

Common

14,040

$3.831100

05-Dec-2007

Common

40,000

$3.900000

06-Dec-2007

Common

10,000

$3.943700

06-Dec-2007

Common

12,960

$3.937600

10-Dec-2007

Common

(7,600)

$4.469400

14-Dec-2007

Common

10,000

$3.362000

18-Dec-2007

Common

(1,451)

$3.984800

19-Dec-2007

Common

(8,000)

$3.989400

20-Dec-2007

Common

(1,385,774)

$5.386700

21-Dec-2007

Common

(158,848)

$5.270400

21-Dec-2007

Common

(96,524)

$5.164700

*21-Dec-2007

Common

(427,028)

$5.164700

*24-Dec-2007

Common

(24,360)

$5.449700

*26-Dec-2007

Common

(20,000)

$5.508400

*26-Dec-2007

Common

(20,000)

$5.452700

*26-Dec-2007

Common

(20,000)

$5.511600

*26-Dec-2007

Common

(20,000)

$5.419600

*26-Dec-2007

Common

(20,000)

$5.500000

*27-Dec-2007

Common

(93,160)

$5.262000

*27-Dec-2007

Common

(20,000)

$5.387500

 

*Represent transactions of Elliott effected through its subsidiary, The Liverpool Limited Partnership.

 


The following transactions were effected by Elliott International during the past sixty (60) days:

 

 

Date

Security

Amount of Shs. Bought (Sold)

Approx. Price per Share (excl. of commissions)

 

 

 

 

29-Oct-2007

Common

(2,432)

$5.060000

31-Oct-2007

Common

(30,000)

$5.143800

07-Nov-2007

Common

45,000

$4.300000

07-Nov-2007

Common

15,000

$4.297800

07-Nov-2007

Common

8,640

$4.250000

08-Nov-2007

Common

21,360

$4.300000

16-Nov-2007

Common

25,800

$3.932000

16-Nov-2007

Common

15,000

$3.889800

16-Nov-2007

Common

24,000

$3.988000

16-Nov-2007

Common

55,200

$3.961300

19-Nov-2007

Common

30,000

$3.920800

19-Nov-2007

Common

90,000

$3.895500

20-Nov-2007

Common

30,000

$3.880000

20-Nov-2007

Common

39,295

$3.672500

21-Nov-2007

Common

54,000

$3.724600

26-Nov-2007

Common

14,003

$3.777900

27-Nov-2007

Common

19,671

$3.841000

28-Nov-2007

Common

15,000

$3.994400

29-Nov-2007

Common

15,000

$3.941200

30-Nov-2007

Common

15,000

$3.936900

04-Dec-2007

Common

21,060

$3.831100

05-Dec-2007

Common

60,000

$3.900000

06-Dec-2007

Common

15,000

$3.943700

06-Dec-2007

Common

19,440

$3.937600

10-Dec-2007

Common

(11,400)

$4.469400

14-Dec-2007

Common

15,000

$3.362000

18-Dec-2007

Common

(2,178)

$3.984800

19-Dec-2007

Common

(12,000)

$3.989400

20-Dec-2007

Common

(2,078,660)

$5.386700

21-Dec-2007

Common

(785,328)

$5.164700

21-Dec-2007

Common

(238,272)

$5.270400

24-Dec-2007

Common

(36,540)

$5.449700

26-Dec-2007

Common

(30,000)

$5.508400

26-Dec-2007

Common

(30,000)

$5.452700

26-Dec-2007

Common

(30,000)

$5.500000

26-Dec-2007

Common

(30,000)

$5.511600

26-Dec-2007

Common

(30,000)

$5.419600

27-Dec-2007

Common

(139,740)

$5.262000

27-Dec-2007

Common

(30,000)

$5.387500

 

 

 

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