sc13dza

0000950134-09-000208.txt : 20090107 0000950134-09-000208.hdr.sgml : 20090107 20090107172915 ACCESSION NUMBER: 0000950134-09-000208 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20090107 DATE AS OF CHANGE: 20090107 GROUP MEMBERS: WARREN A. STEPHENS 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: 09514008 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Stephens Investments Holdings LLC CENTRAL INDEX KEY: 0001421836 IRS NUMBER: 205128904 STATE OF INCORPORATION: AR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 111 CENTER STREET CITY: LITTLE ROCK STATE: AR ZIP: 72201 BUSINESS PHONE: 501-377-2368 MAIL ADDRESS: STREET 1: 111 CENTER STREET CITY: LITTLE ROCK STATE: AR ZIP: 72201 SC 13D/A 1 d65803sc13dza.htm AMENDMENT TO SCHEDULE 13D sc13dza

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Cost Plus, Inc.

(Name of Issuer)

Common Stock, par value $.01 per share
(Title of Class of Securities)

221485105
(CUSIP Number)

David A. Knight
Stephens Investments Holdings LLC
111 Center Street
Little Rock, AR 72201
(501) 377-2000

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

January 2, 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 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(b) 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 the 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).


CUSIP No.		208242107


1	NAMES OF REPORTING PERSONS I.R.S. Identification No. of Above Persons (entities only) Stephens Investments Holdings LLC


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

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	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

	Arkansas

		7	SOLE VOTING POWER

NUMBER OF			2,705,638

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			2,705,638

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,705,638

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	12.3%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO


CUSIP No.		221485105

NAMES OF REPORTING PERSONS
I.R.S. Identification No. of Above Persons (entities only)

Warren A. Stephens

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

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

CITIZENSHIP OR PLACE OF ORGANIZATION

Arkansas

SOLE VOTING POWER

NUMBER OF

2,705,638*

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

2,705,638*

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,705,638*

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

12.3* %

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

*Represents shares beneficially owned by Stephens Investments Holdings LLC, of which Mr. Stephens is President.

CUSIP No. 221485105

Introductory Statement

This Amendment No. 3 to Schedule 13D amends the Initial Report filed by the reporting persons on October 10, 2008, Amendment No. 1 to Schedule 13D filed by the reporting persons on October 27, 2008, and Amendment No. 2 to Schedule 13D filed by the reporting persons on December 5, 2008 (collectively, the “Prior Filings”) relating to the common stock, par value $.01 per share (“Common Stock”), of Cost Plus, Inc., a California corporation (the “Company”). This Amendment No. 3 is being filed to report the entry into a confidentiality and standstill agreement between the reporting persons and the Company (the “Agreement”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed thereto in the Prior Filings which, together with this Amendment No. 3, are referred to herein as the “Statement”. Except as set forth below, there are no changes to the Prior Filings.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Item 3 of the Statement is hereby amended by adding the following:

Since the filing of Amendment No. 2 to Schedule 13D on December 5, 2008, SIH has purchased on the open market an aggregate of 16,952 shares of Common Stock at an aggregate purchase price of $17,736.85. The source of the funds used by SIH to purchase such shares is working capital of SIH.

ITEM 4. PURPOSE OF TRANSACTION

Item 4 of the Statement is hereby amended by adding the following:

On January 2, 2009, the reporting persons executed and delivered to the Company the Agreement, which was accepted and signed by the Company effective as of January 7, 2009. The Agreement is described in response to Item 6 below, and a copy of the Agreement is attached to this Amendment No. 3 as Exhibit 2. The Agreement was entered into after the reporting persons expressed to representatives of the Company the reporting persons’ interest in possibly increasing their investment in the Company. A copy of a press release issued by the Company relating to the Agreement and certain amendments to the Company’s Rights Agreement (as such term is defined in response to Item 6 below) is attached to this Amendment No. 3 as Exhibit 3.

Except as noted herein and in the Prior Filings, the reporting persons, at this time, do not have any plans or proposals which relate to or would result in (i) any extraordinary corporate transactions involving the Company or (ii) any of the other actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D. The reporting persons reserve the right to change their intent at any time and to formulate plans and/or make proposals, and take such actions with respect to their investment in the Company, including any or all of the actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a, b) SIH beneficially owns 2,705,638 shares of Common Stock, which represents approximately 12.3% of the outstanding Common Stock.¹ SIH has the sole power to vote and to dispose of all such


¹		All calculations of percentage ownership in this Schedule 13D are based on 22,087,113 shares of Common Stock reported by the Company as outstanding as of December 5, 2008, as reported in the Quarterly Report on Form 10-Q for the Quarterly Period ended November 1, 2008, which was filed by the Company with the SEC on December 5, 2008.

CUSIP No. 221485105

shares. Because Warren A. Stephens may be deemed to control SIH, Mr. Stephens may be deemed to beneficially own, and to have the sole power to vote or direct the vote, and sole power to dispose or to direct the disposition, of all of the Common Stock beneficially owned by SIH. Douglas H. Martin, Executive Vice President of SIH, beneficially owns 8,000 shares of the Common Stock and has sole power to vote and to dispose of such shares. Mr. Martin disclaims beneficial ownership of any shares owned by the reporting persons and disclaims membership in a group with the reporting persons.

(c) The following table lists all transactions in the Common Stock effected since the filing of Amendment No. 2 to Schedule 13D on December 5, 2008. All such transactions were effected in the open market.


Shares of Common Stock Purchased	Price Per Share		Date of Purchase
7,257		1.0401		12/05/2008
9,095		1.051		12/08/2008
600		1.05		12/29/2008

Except as disclosed above and in the Prior Filings, none of the reporting persons have effected any transactions in the Common Stock during the past sixty days.

ITEM 6 . CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Item 6 of the Statement is hereby amended by adding the following:

The Company and the reporting persons entered into the Agreement effective as of January 7, 2009. A copy of the Agreement is attached to this Amendment No. 3 as Exhibit 2. The principal terms of the Agreement are described below.

Subject to the approval of the Company’s board of directors (“Board of Directors”), as well as the terms and conditions of the Amended and Restated Preferred Shares Rights Agreement, dated as of June 24, 2008, by and between the Company and Computershare Trust Company, N.A. (the “Rights Agreement”), the Company agreed to exempt the reporting persons from the definition of “Acquiring Person” as such term is defined in the Rights Agreement such that the reporting persons’ beneficial ownership of up to and including 19.9% of the amount of the issued and outstanding Common Stock would not constitute a “Triggering Event” as defined in the Rights Agreement. The Board of Directors approved the form of the Agreement on January 2, 2009. The Agreement provides that the Company may disclose to the reporting persons certain non-public information concerning the Company, and that the reporting persons shall maintain the confidentiality of all such information in accordance with the terms of the Agreement.

(a) make, or in any way participate, directly or indirectly, in any “solicitation” of “proxies” to vote (as such terms are used in the rules of the Securities and Exchange Commission (“SEC”)), or seek to advise or influence any person or entity with respect to the voting of any voting securities of the Company;

CUSIP No. 221485105

(b) nominate or seek to nominate, directly or indirectly, any person to the Board of Directors;

(d) take any action that could reasonably be expected to require the Company to make a public announcement regarding the possibility of any of the events described in clauses (a) through (c) above; or

(e) request the Company or any of its representatives, directly or indirectly, to amend or waive any provision of this paragraph.

The Agreement further provides that during any time period that the reporting persons beneficially own, directly or indirectly, for purposes of Section 13(d) of the Exchange Act and Rule 13d-3 thereunder (or any comparable or successor law or regulation) in excess of 14.9% of the amount of the issued and outstanding Common Stock (the Common Stock owned by the reporting persons above 14.9%, the “Excess Shares”), the reporting persons and any other person affiliated with the reporting persons shall vote any and all Excess Shares in the same proportion as the votes cast by all other voting shareholders of the Company.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by the full text of the Agreement which is attached hereto as Exhibit 2 and incorporated herein by reference.

Except as described herein and in the Prior Filings, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 above and between such persons and any person with respect to any securities of the Company.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

1. Agreement to File Joint Schedule 13D
2. Confidentiality and Standstill Agreement
3. Press Release issued by Cost Plus, Inc.

CUSIP No. 221485105

SIGNATURES

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.

January 7, 2009
Date



	/s/ David A. Knight
	David A. Knight, as Sr. Vice President of Stephens Investments Holdings LLC and as attorney in fact for Warren A. Stephens

EX-99.1 2 d65803exv99w1.htm EX-99.1 exv99w1

Exhibit 1

CUSIP No. 221485105

AGREEMENT TO FILE JOINT SCHEDULE 13D

Each of the undersigned, being a record owner or “beneficial owner” of the common stock of Conn’s, Inc. (“Common Stock”), hereby agrees to jointly file a Schedule 13D with respect to their respective holdings of the Common Stock and to include this agreement as an exhibit to such Schedule 13D.

IN WITNESS WHEREOF, each of the undersigned has executed and delivered this agreement as of the 7th day of January, 2009.



	/s/ David A. Knight
	David A. Knight, as Sr. Vice President of Stephens Investments Holdings LLC and as attorney in fact for Warren A. Stephens

EX-99.2 3 d65803exv99w2.htm EX-99.2 exv99w2

Exhibit 2

CUSIP No. 221485105

Confidentiality and Standstill Agreement

COST PLUS WORLD MARKET
Cost Plus, Inc.
200 4^th Street
Oakland, CA 94607
Tel: (510) 893-7900
www.costplusworldmarket.com

Mr. Warren A. Stephens
Stephens Investments Holdings LLC
111 Center Street
Little Rock, AR 72201

Stephens Investments Holdings LLC
111 Center Street
Little Rock, AR 72201

January 7, 2009

Gentlemen:

As you know, Stephens Investments Holdings LLC (“SIH”) filed a second Amendment to Schedule 13D with the Securities and Exchange Commission on December 5, 2008, concerning the beneficial ownership by Warren A. Stephens and SIH (collectively, the “Receiving Party”) of shares of common stock, par value $0.01 per share (the “Common Stock”), of Cost Plus, Inc., a California corporation (the “Disclosing Party”). As you also know, the Disclosing Party has entered into an Amended and Restated Preferred Shares Rights Agreement, dated as of June 24, 2008, by and between the Disclosing Party and Computershare Trust Company, N.A. (the “Rights Agreement”). In response to the Receiving Party’s request, the Disclosing Party has agreed to and expects to deliver to the Receiving Party, following the execution and delivery of this letter agreement by the Receiving Party, certain information about its properties, employees, finances, businesses and operations that has previously been prepared, in the ordinary course.

In consideration of the mutual promises and covenants herein contained, and other consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:

Subject to the approval by the Disclosing Party’s Board of Directors (“Board of Directors”), as well as the terms and conditions of the Rights Agreement, the Disclosing Party agrees to exempt the Receiving Party from the definition of Acquiring Person (as such term is defined in Section 1(a) of the Rights Agreement) in the Rights Agreement such that the Receiving Party’s beneficial ownership of up to and including 19.9% of the amount of the issued and outstanding Common Stock shall not constitute a Triggering Event (as such term is defined in Section 1(qq) of the Rights Agreement) in the Rights Agreement.

All information (i) about the Disclosing Party and (ii) about any third party (which information was provided to the Disclosing Party subject to an applicable confidentiality obligation to such third party), furnished by the Disclosing Party or its Representatives (as defined below) to the Receiving Party, whether furnished before or after the date hereof, and regardless of the manner in which it is furnished, is referred to in this letter agreement as “Proprietary Information.” Proprietary Information

CUSIP No. 221485105

shall not include, however, information which (i) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party in violation of this letter agreement; (ii) was available to the Receiving Party on a nonconfidential basis prior to its disclosure by the Disclosing Party or its Representatives; (iii) becomes available to the Receiving Party on a nonconfidential basis from a person other than the Disclosing Party or its Representatives who is, to the Receiving Party’s knowledge, not otherwise bound by a confidentiality agreement with the Disclosing Party or any or its Representatives, or is otherwise not under an obligation to the Disclosing Party or any of its Representatives not to transmit the information to the Receiving Party; or (iv) was independently developed by the Receiving Party without reference to or use of the Proprietary Information. For purposes of this letter agreement, (i) “Representative” shall mean, as to any person, its directors, officers, employees, agents and advisors (including, without limitation, financial advisors, attorneys and accountants); and (ii) “person” shall be broadly interpreted to include, without limitation, any corporation, company, partnership, other entity or individual.

Subject to the immediately succeeding paragraph, unless otherwise agreed to in writing by the Disclosing Party, the Receiving Party (i) except as required by law, shall keep all Proprietary Information confidential and shall not disclose or reveal any Proprietary Information to any person (other than to any Representative of any Affiliate, provided that such Representative shall keep confidential all Proprietary Information that is so disclosed or revealed to him or her in accordance with the Receiving Party’s confidentiality obligations hereunder with respect to such Proprietary Information); (ii) shall not use Proprietary Information for any purpose other than in connection with its evaluation of the Disclosing Party; and (iii) except as required by law, shall not disclose to any person the fact that Proprietary Information has been made available to the Receiving Party. The Receiving Party and the Affiliates shall be responsible for any breach of the terms of this letter agreement by the Receiving Party or any Representative of any Affiliate.

In the event that the Receiving Party or any Affiliate is requested pursuant to, or required by, applicable law or regulation (including, without limitation, any rule, regulation or policy statement of any national securities exchange, market or automated quotation system on which any of the Receiving Party’s securities are listed or quoted) or by legal process to disclose any Proprietary Information, the Receiving Party shall provide the Disclosing Party with prompt notice of such request or requirement in order to enable the Disclosing Party (i) to seek an appropriate protective order or other remedy, (ii) to consult with the Receiving Party with respect to the Disclosing Party’s taking steps to resist or narrow the scope of such request or legal process or (iii) to waive compliance, in whole or in part, with the terms of this letter agreement. In the event that such protective order or other remedy is not timely sought or obtained, or the Disclosing Party waives compliance, in whole or in part, with the terms of this letter agreement, the Receiving Party shall use commercially reasonable efforts to disclose only that portion of the Proprietary Information which is legally required to be disclosed and to ensure that all Proprietary Information that is so disclosed will be accorded confidential treatment. In the event that the Receiving Party shall have complied, in all material respects, with the provisions of this paragraph, such disclosure may be made by the Receiving Party without any liability hereunder.

Further, the Receiving Party agrees that during any time period that the Receiving Party beneficially owns, directly or indirectly, for purposes of Section 13(d) of the Exchange Act and Rule 13d-3 thereunder (or any comparable or successor law or regulation) in excess of 14.9% of the amount of the issued and outstanding Common Stock, neither the Receiving Party nor any other person affiliated with the Receiving Party shall:

(a) make, or in any way participate, directly or indirectly, in any “solicitation” of “proxies” to vote (as such terms are used in the rules of the Securities and Exchange Commission

CUSIP No. 221485105

(“SEC”)), or seek to advise or influence any person or entity with respect to the voting of any voting securities of the Disclosing Party;

(b) nominate or seek to nominate, directly or indirectly, any person to the Board of Directors;

(c) otherwise act or seek to control or influence the management, Board of Directors or policies of the Disclosing Party;

(d) take any action that could reasonably be expected to require the Disclosing Party to make a public announcement regarding the possibility of any of the events described in clauses (a) through (c) above; or

(e) request the Disclosing Party or any of its representatives, directly or indirectly, to amend or waive any provision of this paragraph.

The Receiving Party also agrees that during any time period that the Receiving Party beneficially owns, directly or indirectly, for purposes of Section 13(d) of the Exchange Act and Rule 13d-3 thereunder (or any comparable or successor law or regulation) in excess of 14.9% of the amount of the issued and outstanding Common Stock (the Common Stock owned by the Receiving Party above 14.9%, the “Excess Shares”), the Receiving Party and any other person affiliated with the Receiving Party shall vote any and all Excess Shares in the same proportion as the votes cast by all other voting shareholders of the Disclosing Party.

To the extent that any Proprietary Information may include material subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All Proprietary Information provided by the Disclosing Party that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this letter agreement, and under the joint defense doctrine. Nothing in this letter agreement obligates the Disclosing Party to reveal material subject to the attorney-client privilege, work product doctrine or any other applicable privilege.

In the event that the Disclosing Party, in its sole discretion, requests, the Receiving Party shall, upon the Disclosing Party’s written request, promptly deliver to the Disclosing Party all Proprietary Information, and, at the Receiving Party’s election, return or destroy (provided that any such destruction shall be certified by the Receiving Party) all copies, reproductions, summaries, analyses or extracts thereof or based thereon (whether in hard-copy form or on intangible media, such as electronic mail or computer files) (collectively, “Notes”) in the Receiving Party’s possession or in the possession of any Representative of the Receiving Party or any Affiliate. Upon the return or the destruction of the Proprietary Information, the Receiving Party, if the Receiving Party so desires, may retain in the files of the Receiving Party’s general counsel, for archival purposes only, one copy of all materials returned or destroyed as a record of the materials disclosed. Notwithstanding the foregoing, the Receiving Party and its Representatives (i) may retain copies of the Proprietary Information and/or Notes to the extent that such retention is required to demonstrate compliance with applicable law, rule, regulation or professional standards, or to comply with a bona fide document retention policy, provided, however, that any such information so retained shall be held in compliance with the terms of this letter agreement and (ii) shall,

CUSIP No. 221485105

to the extent that (i) above is inapplicable to Proprietary Information and/or Notes that are electronically stored, destroy such electronically stored Proprietary Information and/or Notes only to the extent that it is reasonably practical to do so.

The Receiving Party acknowledges that neither the Disclosing Party nor its Representatives nor any of the officers, directors, employees, agents or controlling persons of such Representatives makes any express or implied representation or warranty as to the Proprietary Information.

The Receiving Party is aware of the restrictions imposed by the United States securities laws on the purchase or sale of securities by any person who has received material, non-public information from the issuer of such securities and on the communication of such information to any other person when it is reasonably foreseeable that such other person is likely to purchase or sell such securities in reliance upon such information. Notwithstanding the foregoing, the Disclosing Party acknowledges that certain of the Receiving Party’s Representatives trade securities and nothing in this letter agreement shall restrict the ability of such Representatives to trade securities, other than applicable securities laws and, with respect to those of the Receiving Party’s Representatives who are also the Receiving Party’s affiliates who the Receiving Party has made aware of this letter agreement or who have otherwise received Proprietary Information, the standstill provision as described above. The Disclosing Party acknowledges that the Receiving Party is affiliated with a registered securities broker-dealer and that registered representatives of the Receiving Party’s affiliated broker-dealer who have not been informed of, or provided with, the Proprietary Information or of any material non-public information of the Disclosing Party may trade in the securities of the Disclosing Party for their own accounts or the accounts of their customers in the ordinary course of business.

Without prejudice to the rights and remedies otherwise available to either party hereto, the Disclosing Party shall be entitled to equitable relief by way of injunction or otherwise if the Receiving Party or any of the Affiliates or any other affiliates of the Receiving Party breach or threaten to breach any of the provisions of this letter agreement.

It is further understood and agreed that no failure or delay by any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

This letter agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its principles or rules regarding conflicts of laws, other than such principles directing application of California law. Each party hereby consents to the institution and resolution of any action or proceeding of any kind or nature with respect to or arising out of this agreement brought by any party hereto in the federal or state courts located within the State of California.

This letter agreement contains the entire agreement between the parties hereto concerning confidentiality of the Proprietary Information, and no modification of this letter agreement or waiver of the terms and conditions hereof shall be binding upon any party hereto, unless approved in writing by each such party.

CUSIP No. 221485105

Please confirm your agreement with the foregoing by signing and returning to the undersigned the duplicate copy of this letter agreement enclosed herewith.


	COST PLUS, INC.
	By:	/s/ Barry J. Feld
		Barry J. Feld, Chief Executive Officer

ACCEPTED AND AGREED as of the date first written above:

WARREN A. STEPHENS, on behalf of himself and as President and owner of Stephens Investments Holdings LLC


By:		/s/ Warren A. Stephens
		Warren A. Stephens, President

EX-99.3 4 d65803exv99w3.htm EX-99.3 exv99w3

Exhibit 3

CUSIP No. 221485105

Press Release issued by Cost Plus, Inc.

FOR IMMEDIATE RELEASE

Cost Plus, Inc. Grants Approval to Allow Shareholder to Increase Position to 19.9%

Oakland, CA – January 7, 2009 – Cost Plus, Inc. (NASDAQ:CPWM) today announced that it has entered into a confidentiality and standstill agreement with Warren A. Stephens and Stephens Investments Holdings LLC that will permit Stephens to acquire beneficial ownership of up to 19.9% of the Company’s common stock. Pursuant to the agreement, the Company agreed to grant Stephens’ request for confidential information conditioned upon Stephens’ acceptance of certain provisions that, among other things, prohibit Stephens from taking certain specified actions that would attempt to direct or influence the management of the Company for as long as Stephens beneficially owns more than 14.9% of the Company’s common stock. Stephens currently owns 12.2% of the Company’s common stock, and has expressed an interest in increasing its investment in the Company. “The Board of Directors is pleased that Stephens has shown an interest in the Company and in possibly increasing its investment in the Company,” said Barry Feld, Cost Plus’ President and Chief Executive Officer. “Stephens understands and believes in the value of our products and business plan and is supportive, even in this difficult retail environment, of our ability to realize that value.” In connection with the confidentiality and standstill agreement, the Company confirmed that its Board of Directors has approved an amendment to its Preferred Shares Rights Agreement permitting any person who enters into a written agreement with the Company, which agreement has been approved by the Company’s Board of Directors and contains certain standstill provisions, to acquire beneficial ownership of up to 19.9% of the Company’s common stock.

About Cost Plus, Inc.:

Cost Plus, Inc. is a leading specialty retailer of casual home living and entertaining products. As of today, the Company operates 296 stores in 33 states.

Some of the above statements are “forward-looking statements” that are based on current expectations and are not guarantees of future performance. Such forward-looking statements involve risks and uncertainties, and actual results may differ materially from those projected in the forward-looking statements. Such risks and uncertainties include, but are not limited to, the successful marketing of existing and new products; changes in economic conditions that affect consumer spending; changes in the competitive environment; and other risks and uncertainties that may be detailed, from time to time, in the Company’s reports filed with the Securities and Exchange Commission. The Company does not undertake any obligation to update its forward-looking statements.

Contact:
Jane Baughman
Cost Plus, Inc.
(510) 808-9119