-----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, OYD54EmwRUKIS9QDzoyd9WzWPfXU2nbz+SCGhiRWHsS+MhlsVKX2Ek20yx84gIp7 m+G9cMii1pMZSilHeqoHMQ== 0000919574-09-003283.txt : 20090217 0000919574-09-003283.hdr.sgml : 20090216 20090217084712 ACCESSION NUMBER: 0000919574-09-003283 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090217 DATE AS OF CHANGE: 20090217 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GOTTSCHALKS INC CENTRAL INDEX KEY: 0000790414 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 770159791 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38092 FILM NUMBER: 09607250 BUSINESS ADDRESS: STREET 1: 7 RIVER PARK PL E STREET 2: P O BOX 28920 CITY: FRESNO STATE: CA ZIP: 93720 BUSINESS PHONE: 2094348000 MAIL ADDRESS: STREET 1: 7 RIVER PARK PLACE EAST STREET 2: P O BOX 28920 CITY: FRESNO STATE: CA ZIP: 93720 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DEFIANCE ASSET MANAGEMENT LLC CENTRAL INDEX KEY: 0001349926 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 100 FRONT STREET STREET 2: SUITE 920 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 BUSINESS PHONE: 610-940-5300 MAIL ADDRESS: STREET 1: 100 FRONT STREET STREET 2: SUITE 920 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 SC 13G/A 1 d959279_13g-a.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3) Gottschalks Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 383485109 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2008 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [X] Rule 13d-1(c) [_] Rule 13d-1(d) CUSIP No. 383485109 - --------------------- 1. NAME OF REPORTING PERSONS Defiance Asset Management, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.00% 12. TYPE OF REPORTING PERSON IA; OO CUSIP No. 383485109 - --------------------- 1. NAME OF REPORTING PERSONS Robert J. Marcin 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.00% 12. TYPE OF REPORTING PERSON IN CUSIP No. 383485109 - --------------------- 1. NAME OF REPORTING PERSONS Steve Epstein 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.00% 12. TYPE OF REPORTING PERSON IN CUSIP No. 383485109 - --------------------- Item 1(a). Name of Issuer: Gottschalks Inc. -------------------------------------------------------------------- (b). Address of Issuer's Principal Executive Offices: 7 River Park Place East Fresno, California 93720 -------------------------------------------------------------------- Item 2(a). Name of Persons Filing: Defiance Asset Management, LLC Robert J. Marcin Steve Epstein -------------------------------------------------------------------- (b). Principal Business Address, or if None, Residence: 100 Front Street, Suite 920 West Conshohocken, PA 19428 United States of America -------------------------------------------------------------------- (c). Citizenship: Defiance Asset Management, LLC: Delaware Robert J. Marcin: United States of America Steve Epstein: United States of America -------------------------------------------------------------------- (d). Title of Class of Securities: Common Stock -------------------------------------------------------------------- (e). CUSIP Number: 383485109 -------------------------------------------------------------------- Item 3. If this statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a: (a) [_] Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c). (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c). (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). (d) [_] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [_] An investment adviser in accordance with s.240.13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with s.240.13d-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 association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813); (i) [_] 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) [_] Group, in accordance with s.240.13d-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: Defiance Asset Management, LLC: 0 Robert J. Marcin: 0 Steve Epstein: 0 ---------------------------------------------------------------------- (b) Percent of class: Defiance Asset Management, LLC: 0.00% Robert J. Marcin: 0.00% Steve Epstein: 0.00% ---------------------------------------------------------------------- (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: Defiance Asset Management, LLC: 0 Robert J. Marcin: 0 Steve Epstein: 0 (ii) Shared power to vote or to direct the vote: Defiance Asset Management, LLC: 0 Robert J. Marcin: 0 Steve Epstein: 0 (iii) Sole power to dispose or to direct the disposition of: Defiance Asset Management, LLC: 0 Robert J. Marcin: 0 Steve Epstein: 0 (iv) Shared power to dispose or to direct the disposition of: Defiance Asset Management, LLC: 0 Robert J. Marcin: 0 Steve Epstein: 0 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 [X]. ----------------------------------------------------------------------- Item 6. Ownership of More Than Five Percent on Behalf of Another Person. If any 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, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. N/A ----------------------------------------------------------------------- Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. N/A ----------------------------------------------------------------------- Item 8. Identification and Classification of Members of the Group. If a group has filed this schedule pursuant to s.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to s.240.13d-1(c) or s.240.13d-1(d), attach an exhibit stating the identity of each member of the group. N/A ----------------------------------------------------------------------- Item 9. Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. N/A ----------------------------------------------------------------------- Item 10. Certification. 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 such 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. February 17, 2009 -------------------------------------- Date DEFIANCE ASSET MANAGEMENT, LLC* /s/ ROBERT J. MARCIN* -------------------------------------- By: Robert J. Marcin /S/ ROBERT J. MARCIN* -------------------------------------- By: Robert J. Marcin /S/ STEVE EPSTEIN* -------------------------------------- By: Steve Epstein *The Reporting Persons disclaim beneficial ownership except to the extent of their pecuniary interest therein. Exhibit A AGREEMENT The undersigned agree that this Schedule 13G dated February 17, 2009 relating to the Common Stock of Gottschalks Inc. shall be filed on behalf of the undersigned. DEFIANCE ASSET MANAGEMENT, LLC* /s/ ROBERT J. MARCIN* -------------------------------------- By: Robert J. Marcin /S/ ROBERT J. MARCIN* -------------------------------------- By: Robert J. Marcin /S/ STEVE EPSTEIN* -------------------------------------- By: Steve Epstein *The Reporting Persons disclaim beneficial ownership except to the extent of their pecuniary interest therein. SK 23245 0003 959279 -----END PRIVACY-ENHANCED MESSAGE-----