-----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, CxrCQ8+G0hRth+PZcFtNQyAt5ytPjgFHADvBtuCZqW5nNwPB63uOJs1XTCO9vkRP k9X0FRm9YvKjBxLvvnTdrw== 0001295984-04-000005.txt : 20040805 0001295984-04-000005.hdr.sgml : 20040805 20040805131138 ACCESSION NUMBER: 0001295984-04-000005 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040805 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CUTTER & BUCK INC CENTRAL INDEX KEY: 0000948069 STANDARD INDUSTRIAL CLASSIFICATION: MEN'S & BOYS' FURNISHINGS, WORK CLOTHING, AND ALLIED GARMENTS [2320] IRS NUMBER: 911474587 STATE OF INCORPORATION: WA FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48939 FILM NUMBER: 04954117 BUSINESS ADDRESS: STREET 1: 701 N. 34TH ST. STREET 2: SUITE 400 CITY: SEATTLE STATE: WA ZIP: 98103 BUSINESS PHONE: 2066224191 MAIL ADDRESS: STREET 1: 701 N. 34TH ST STREET 2: SUITE 400 CITY: SEATTLE STATE: WA ZIP: 98103 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Pirate Capital LLC CENTRAL INDEX KEY: 0001295984 IRS NUMBER: 030445177 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 200 CONNECTICUT AVENUE STREET 2: 4TH FLOOR CITY: NORWALK STATE: CT ZIP: 06854 BUSINESS PHONE: 203 854 1100 MAIL ADDRESS: STREET 1: 200 CONNECTICUT AVENUE STREET 2: 4TH FLOOR CITY: NORWALK STATE: CT ZIP: 06854 SC 13D/A 1 sc13da_cbuk.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 Cutter & Buck, INC. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 232217109 (CUSIP Number) Thomas R. Hudson Jr., Pirate Capital LLC 200 Connecticut Avenue, 4th Floor Norwalk, CT 06854 (203) 854-1100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 27, 2004 (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 object of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ] *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). CUSIP: 232217109 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Pirate Capital LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) * See Item 2 (b) X 3 SEC USE ONLY 4 SOURCE OF FUNDS Not Applicable (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Washington NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 479,215 (See Item 5) 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 889,501 (See Item 5) 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 889,501 (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.2% (See Item 4) 14 TYPE OF REPORTING PERSON* 00 (See Item 2) CUSIP: 232217109 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Thomas R. Hudson Jr. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) * See Item 2 (b) X 3 SEC USE ONLY 4 SOURCE OF FUNDS Not Applicable (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 410,286 (See Item 5) 8 SHARED VOTING POWER 479,215 (See Item 5) 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 889,501 (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 889,501 (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.2% (See Item 4) 14 TYPE OF REPORTING PERSON* IN CUSIP: 232217109 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gabrielle Katz Hudson 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) __X__ * See Item 2 3 SEC USE ONLY 4 SOURCE OF FUNDS Not Applicable (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0 (See Item 5) 8 SHARED VOTING POWER 479,215 (See Item 5) 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 889,501 (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 889,501 (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.2% (See Item 4) 14 TYPE OF REPORTING PERSON* IN Item 1. Security and Issuer The class of equity securities to which this Schedule 13D relates is shares of common stock, no par value, of Cutter & Buck, Inc. whose principal executive offices are located at 701 North 34th Street, Suite 400,Seattle Washington 98103. Item 2. Identity and Background (a), (b), (c) and (f) This Amendment No. 1 amends the Schedule 13D filed by Pirate Capital LLC, Thomas R. Hudson Jr. and Gabrielle Katz Hudson on July 21, 2004. Pirate Capital LLC is a limited liability company, organized under the laws of Delaware, whose principal executive office is 200 Connecticut Avenue, 4th Floor, Norwalk, Connecticut 06854. The principal business of Pirate Capital LLC is providing investment management services to investment partnerships and other entities. Thomas R. Hudson Jr. and Gabrielle Katz Hudson are the controlling Members of Pirate Capital LLC. Each of them is a citizen of the United States. Thomas R. Hudson Jr. is the Managing Member of Pirate Capital LLC, which is his principal occupation. Gabrielle Katz Hudson is the Chief Operating Officer of Pirate Capital LLC, which is her principal occupation. Each of the aforesaid reporting persons is deemed to be the beneficial owner of an aggregate of 889,501 shares of the Common Stock of the Issuer (the Shares), which Shares are owned of record, in part, by each of Jolly Roger Fund LP, Jolly Roger Offshore Fund Ltd and Mint Master Fund Ltd (the "Holders"). The persons filing this report disclaim that they and/or the Holders are members of a group as defined in Regulation 13D-G. (d) and (e) Within the last five years, none of Pirate Capital LLC, Thomas R. Hudson Jr., or Gabrielle Katz Hudson has been i) convicted in a criminal proceeding, or ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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 3. Source and Amount of Funds or Other Consideration Funds for the purchase of the Shares were derived from available capital of the Holders. A total of $9,211,307.65 was paid to acquire the Shares as detailed in Item 5. Item 4. Purpose of Transaction The securities covered by this Schedule 13D/A were acquired by each of the Holders for investment purposes. However, Pirate Capital LLC has proposed that the Board of Directors nominate two members of Pirate Capital LLC for election to the Board of Directors of Cutter & Buck Inc. Pirate Capital LLC is also considering alternative ways of furthering such nominations in the event that the Board of Directors of Cutter & Buck Inc. proposes other nominees, including without limitation, soliciting proxies from shareholders. Except for the actions referred to in the preceding paragraph, none of the persons on behalf of whom this Schedule 13D is filed currently has other plans or proposals that relate to or would result in any of the consequences listed in paragraphs (a) through (j) of Item 4 of the Special Instructions for Complying with Schedule 13D. Pirate Capital LLC intends to review on a continuing basis the investments by the Holders in the Issuer on behalf of which it has dispositive power. Based on such continuing review, and all other factors deemed relevant, Pirate Capital LLC may exercise its authority on behalf of one or more of the Holders to sell or seek the sale of all or part of the Shares or to increase a Holder's holdings of Common Stock of the Issuer. Item 5. Interest in Securities of the Issuer (a) and (b) By virtue of its position as general partner of Jolly Roger Fund LP and an agreement between it and the sole owner of Mint Master Fund, Ltd., Pirate Capital LLC has sole power to vote or direct the voting, and to dispose or direct the disposition of, all of the Shares owned by Jolly Roger Fund LP and Mint Master Fund Ltd. By virtue of an agreement between it and Jolly Roger Offshore Fund, Ltd. Pirate Capital LLC has sole disposition power with respect to all of the Shares owned by Jolly Roger Offshore Fund Ltd. By virtue of his position as sole Managing Director of Jolly Roger Offshore Fund Ltd, Thomas R. Hudson Jr. has sole voting power with respect to the Shares owned by Jolly Roger Offshore Fund Ltd. By virtue of their shared control of Pirate Capital LLC, each of Thomas R. Hudson Jr. and Gabrielle Katz Hudson is deemed to have shared voting power and shared disposition power with respect to all Shares as to which Pirate Capital, LLC has voting power or disposition power. Based on the foregoing, Pirate Capital, LLC has sole voting power with respect to 479,215 of the Shares and sole disposition power with respect to 889,501 of the Shares; Thomas R. Hudson Jr. has sole voting power with respect to 410,286 of the Shares and shared voting power with respect to 889,501 of the Shares disposition power with respect to 889,501 of the Shares; and Gabrielle Katz Hudson has shared voting power with respect to 479,215 of the Shares and shared disposition power with respect to 889,501 of the Shares. (b) All of the Shares were purchased by the Holders in open market transactions. The following sets forth all purchases made by each of the Holders in the last sixty days: JOLLY ROGER FUND LP Trade Date Number of Shares Price 2004-06-09 800 10.24 2004-06-09 200 10.25 2004-06-09 10,000 10.25 2004-06-09 3,400 10.20 2004-06-16 20,000 10.20 2004-06-18 200 10.30 2004-06-18 800 10.24 2004-06-18 700 10.29 2004-06-22 2,500 10.35 2004-06-23 8,900 10.35 2004-06-24 5,000 10.34 2004-06-28 20,000 10.30 2004-07-02 9,756 10.30 2004-07-07 9,728 10.59 2004-07-09 2,100 10.65 2004-07-12 28,855 10.46 2004-07-14 10,000 10.46 2004-07-16 3,200 10.59 2004-07-20 10,000 10.67 2004-07-21 700 10.74 2004-07-21 100 10.73 2004-07-21 9,000 10.75 2004-07-21 8,200 10.75 2004-07-27 34,250 10.70 2004-07-28 12,000 10.70 2004-08-02 3,000 10.80 2004-08-02 3,000 10.80 2004-08-02 3,000 10.80 JOLLY ROGER OFFSHORE FUND LTD Trade Date Number of Shares Price 2004-06-09 5,000 10.21 2004-06-16 5,100 10.20 2004-06-16 700 10.20 2004-06-16 20,000 10.20 2004-06-16 7,100 10.20 2004-06-18 700 10.34 2004-06-22 2,500 10.35 2004-06-24 5,000 10.34 2004-06-28 20,595 10.30 2004-06-29 1,070 10.25 2004-06-30 14,430 10.28 2004-07-06 6,450 10.50 2004-07-07 20,000 10.59 2004-07-08 2,000 10.50 2004-07-08 17,822 10.58 2004-07-13 15,045 10.41 2004-07-14 10,000 10.46 2004-07-15 4,310 10.60 2004-07-20 10,000 10.67 2004-07-21 9,000 10.75 2004-07-21 5,600 10.73 2004-07-21 3,400 10.75 2004-07-22 5,900 10.61 2004-07-27 34,250 10.70 2004-07-27 400 10.60 2004-07-28 30,000 10.70 2004-07-30 1,982 10.65 2004-08-02 3,000 10.80 2004-08-02 3,000 10.80 2004-08-02 3,000 10.80 2004-08-02 3,000 10.80 2004-08-02 5,000 10.80 2004-08-02 5,000 10.80 2004-08-02 3,700 10.80 2004-08-04 3,700 10.89 2004-08-04 1,100 10.90 2004-08-04 200 10.80 2004-08-04 100 10.75 MINT MASTER FUND LTD Trade Date Number of Shares Price 2004-05-28 800 10.29 2004-05-28 690 10.30 2004-05-28 900 10.28 2004-06-16 11,730 10.20 2004-06-21 400 10.35 2004-06-28 5,000 10.30 2004-07-01 20,175 10.27 2004-07-14 11,200 10.46 2004-07-19 7,000 10.60 2004-07-20 35,430 10.67 2004-07-21 8,125 10.74 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer None Item 7. Material to Be Filed as Exhibits Exhibit 1. Joint Filing Agreement Signature After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated August 5, 2004. Pirate Capital LLC By: Thomas R. Hudson Jr. Portfolio Manager Thomas R. Hudson Jr. Gabrielle Katz Hudson EXHIBIT 1 AGREEMENT OF JOINT FILING The undersigned hereby agree that the attached Schedule 13D, together with any and all amendments thereto, is filed on behalf of each of us, pursuant to Rule 13d-1 of the General Rules and Regulations of the Securities and Exchange Commission. This Agreement may be executed in several counterparts, each of which may be deemed to be an original, but all of which together will constitute one and the same Agreement. Dated: August 5, 2004 Thomas R. Hudson Jr. Gabrielle Katz Hudson PIRATE CAPITAL, LLC -----END PRIVACY-ENHANCED MESSAGE-----