Schedule 13G

-----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, QwxM9Jkw3oNvOf2qTvNU35F7ErJXArkwmE9VsnqFmEMnJ3kOfFd47MKRIfAMGN6g 8mKqG2cZjbenIZA27bMdYA== 0001193125-05-231018.txt : 20051122 0001193125-05-231018.hdr.sgml : 20051122 20051122161610 ACCESSION NUMBER: 0001193125-05-231018 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051122 DATE AS OF CHANGE: 20051122 GROUP MEMBERS: WHITEBOX INTERMARKET ADVISORS, LLC GROUP MEMBERS: WHITEBOX INTERMARKET FUND, L.P. GROUP MEMBERS: WHITEBOX INTERMARKET FUND, LTD. GROUP MEMBERS: WHITEBOX INTERMARKET PARTNERS, L.P. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WHITEBOX ADVISORS LLC CENTRAL INDEX KEY: 0001257391 IRS NUMBER: 411957584 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 3033 EXCELSIOR BLVD. CITY: MINNEAPOLIS STATE: MN ZIP: 55416 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COST U LESS INC CENTRAL INDEX KEY: 0000851368 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 911615590 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-55977 FILM NUMBER: 051221504 BUSINESS ADDRESS: STREET 1: 3633 136TH PLACE SE, SUITE 110 CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-945-0213 MAIL ADDRESS: STREET 1: 3633 136TH PLACE SE, SUITE 110 CITY: BELLEVUE STATE: WA ZIP: 98006 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Cost-U-Less, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

221492101

(CUSIP Number)

October 11, 2005

(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)

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. 221492101		13G


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Whitebox Advisors, 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

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

5 SOLE VOTING POWER

6 SHARED VOTING POWER

248,219

7 SOLE DISPOSITIVE POWER

8 SHARED DISPOSITIVE POWER

248,219


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 248,219
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.22%
12		TYPE OF REPORTING PERSON* IA

Page 2 of 9


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Whitebox Intermarket Advisors, 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

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

5 SOLE VOTING POWER

6 SHARED VOTING POWER

248,219

7 SOLE DISPOSITIVE POWER

8 SHARED DISPOSITIVE POWER

248,219


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 248,219
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.22%
12		TYPE OF REPORTING PERSON* IA

Page 3 of 9


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Whitebox Intermarket Partners, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

5 SOLE VOTING POWER

6 SHARED VOTING POWER

248,219

7 SOLE DISPOSITIVE POWER

8 SHARED DISPOSITIVE POWER

248,219


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 248,219
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.22%
12		TYPE OF REPORTING PERSON* PN

Page 4 of 9


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Whitebox Intermarket Fund, L.P.
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

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

5 SOLE VOTING POWER

6 SHARED VOTING POWER

248,219

7 SOLE DISPOSITIVE POWER

8 SHARED DISPOSITIVE POWER

248,219


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 248,219
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.22%
12		TYPE OF REPORTING PERSON* PN

Page 5 of 9


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Whitebox Intermarket Fund, Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

5 SOLE VOTING POWER

6 SHARED VOTING POWER

248,219

7 SOLE DISPOSITIVE POWER

8 SHARED DISPOSITIVE POWER

248,219


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 248,219
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.22%
12		TYPE OF REPORTING PERSON* CO

*	SEE INSTRUCTION BEFORE FILLING OUT!

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Item 1.

(a)

Name of Issuer

Cost-U-Less, Inc.

(b)

Address of Issuer’s Principal Executive Offices

3633 136^th Place SE, Suite 110

Bellevue, WA 98006

Item 2.

(a)

Name of Person Filing

This statement is filed by:

(i)

Whitebox Advisors, LLC, a Delaware limited liability company (“WA”), with respect to the Common Stock beneficially owned by it;

(ii)

Whitebox Intermarket Advisors, LLC, a Delaware limited liability company (“WIA”), with respect to the Common Stock beneficially owned by it;

(iii)

Whitebox Intermarket Partners, L.P., a British Virgin Islands limited partnership (“WIP”), with respect to the Common Stock directly owned by it;

(iv)

Whitebox Intermarket Fund, L.P., a Delaware limited partnership (“WIFLP”), with respect to the Common Stock indirectly owned by it; and

(v)

Whitebox Intermarket Fund, Ltd., a British Virgin Islands international business company (“WIFLTD”), with respect to the Common Stock indirectly owned by it.

(b)

Address of Principal Business Office or, if none, Residence

The address of the business office of WA, WIA and WIFLP is:

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

The address of the business office of WIP and WIFLTD is:

Trident Chambers, P.O. Box 146

Waterfront Drive, Wickhams Cay

Road Town, Tortola, British Virgin Islands

(c)

Citizenship

WA, WIA are WIFLP are organized under the laws of the State of Delaware; WIP and WIFLTD are organized under the laws of the British Virgin Islands.

(d)

Title of Class of Securities

Common Stock

(e)

CUSIP Number

221492101

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:

(a)

Broker or dealer registered under section 15 of the Act.

(b)

Bank as defined in section 3(a)(6) of the Act.

(c)

Insurance company as defined in section 3(a)(19) of the Act.

(d)

Investment company registered under section 8 of the Investment Company Act of 1940.

(e)

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

(f)

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

(g)

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

(h)

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

(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.

(j)

Group, in accordance with § 240.13d-1(b)(1)(ii)(J).

Page 7 of 9


Item 4.	Ownership

	(a)	Amount Beneficially Owned

		WA, pursuant to acting as an investment adviser to its client, HFR RVA Combined Master Trust, is deemed to be the beneficial owner of 26,656 shares of Common Stock.

		WIP beneficially owns 221,563 shares of Common Stock of the Company.

		As a result of the relationship described in this statement, each of WA, WIA, WIFLP and WIFLTD may be deemed to possess indirect beneficial ownership of the shares of Common Stock held by WIP. WA, WIA, WIFLP and WIFLTD each disclaim indirect beneficial ownership of the shares of Common Stock except to the extent of their pecuniary interest in such shares.

		Based on the relationships described herein, these entities may be deemed to constitute a “group” within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934. The filing of this statement shall not be construed as an admission that WA, WIA, WIP, WIFLP and WIFLTD are a group, or have agreed to act as a group.

	(b)	Percent of Class

		As of November 7, 2005, WA, beneficially owned 6.22% of the Company’s Common Stock.

		As of November 7, 2005, WIA beneficially owned 6.22% of the Company’s Common Stock.

		As of November 7, 2005, WIP beneficially owned 6.22% of the Company’s Common Stock.

		As of November 7, 2005, WIFLP and WIFLTD each beneficialy owned 6.22% of the Company’s Common Stock.

		The percentage of Common Stock reportedly owned by each entity herein is based on 3,989,876 shares of outstanding Common Stock of the Company, which is the total number of shares issued and outstanding on August 5, 2005.

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

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

			0

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

			WA, WIA, WIP, WIFLP and WIFLTD have shared voting power with respect to 248,219 shares of the Company’s Common Stock.

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

			0

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

			WA, WIA, WIP, WIFLP and WIFLTD have shared power to direct the disposition of 248,219 shares of the Company’s Common Stock.

	Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d3(d)(1).

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 ¨.

	Not Applicable

	Instruction. Dissolution of a group requires a response to this item.

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

	WA, the managing member and sole owner of WIA, has the power to direct the affairs of WIA which manages accounts for the benefit of its clients WIP, WIFLP and WIFLTD. WIA has the power to direct the affairs of WIP including decision making power with respect to the disposition of the proceeds from the sale of the Common Stock.

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

	See Item 2

Item 9.	Notice of Dissolution of Group

	Not Applicable

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 that purpose or effect.

Page 8 of 9

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.

November 21, 2005

Date

/s/ Jonathan D. Wood

Signature

Jonathan D. Wood as Chief Financial Officer of Whitebox Advisors, LLC, Whitebox Intermarket Advisors, LLC, Whitebox Intermarket Partners, L.P., Whitebox Intermarket Fund, LP, Whitebox Intermarket Fund, Ltd.

Name/Title

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

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 for whom copies are to be sent.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

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