-----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, OS7StwkmC/tVMohWLE7f/fs01s2+YGvtLUgKSI3gfhcDxoMMb0pw/dewyiYkeqH1 CrD0YxHfXC7mlTOa5BEdVg== 0001209191-08-042860.txt : 20080717 0001209191-08-042860.hdr.sgml : 20080717 20080717172943 ACCESSION NUMBER: 0001209191-08-042860 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080418 FILED AS OF DATE: 20080717 DATE AS OF CHANGE: 20080717 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: OVERSTOCK.COM, INC CENTRAL INDEX KEY: 0001130713 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 870634302 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6350 SOUTH 3000 EAST CITY: SALT LAKE CITY STATE: UT ZIP: 84121 BUSINESS PHONE: 8019473100 MAIL ADDRESS: STREET 1: 6350 SOUTH 3000 EAST CITY: SALT LAKE CITY STATE: UT ZIP: 84121 FORMER COMPANY: FORMER CONFORMED NAME: OVERSTOCK COM INC DATE OF NAME CHANGE: 20001227 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Chou Francis S M CENTRAL INDEX KEY: 0001389288 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-49799 FILM NUMBER: 08957859 BUSINESS ADDRESS: BUSINESS PHONE: 416.214.0675 MAIL ADDRESS: STREET 1: 95 WELLINGTON STREET WEST, SUITE 710 STREET 2: P.O. BOX 27 CITY: TORONTO STATE: A6 ZIP: M5J 2N7 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Chou Associates Management Inc. CENTRAL INDEX KEY: 0001389403 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-49799 FILM NUMBER: 08957860 BUSINESS ADDRESS: STREET 1: 95 WELLINGTON STREET WEST, SUITE 710 STREET 2: P.O. BOX 27 CITY: TORONTO STATE: A6 ZIP: M5J 2N7 BUSINESS PHONE: 416.214.0675 MAIL ADDRESS: STREET 1: 95 WELLINGTON STREET WEST, SUITE 710 STREET 2: P.O. BOX 27 CITY: TORONTO STATE: A6 ZIP: M5J 2N7 4 1 bod58452_bod1aa.xml MAIN DOCUMENT DESCRIPTION X0303 4 2008-04-18 0001130713 OVERSTOCK.COM, INC OSTK 0001389403 Chou Associates Management Inc. 110 SHEPPARD AVENUE EAST SUITE 301, BOX 18 TORONTO A6 M2N 6Y8 ONTARIO, CANADA 0 0 1 0 0001389288 Chou Francis S M 110 SHEPPARD AVENUE EAST SUITE 301, BOX 18 TORONTO A6 M2N 6Y8 ONTARIO, CANADA 0 0 1 0 3.75% Convertible Senior Notes Due December 1, 2011 76.23 2008-04-18 4 P 0 1100000 786270.83 A Common Stock 14430 9050000 I See Footnotes This statement is jointly filed by and on behalf of each of Chou Associates Management Inc. and Francis S. M. Chou. Chou Associates Management acts as an investment adviser to, and manages investment and trading accounts of, other persons. Chou Associates Management may be deemed, through investment advisory contracts or otherwise, to beneficially own securities owned by other persons. Mr. Chou is the Chief Executive Officer and Portfolio Manager of Chou Associates Management and may be deemed to control Chou Associates Management and beneficially own securities owned by Chou Associates Management. Mr. Chou does not own directly or indirectly any securities covered by this statement for his own account. Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person hereby disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities. Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purposes of Section 13(d) or 13(g) of the Act. Each reporting person hereby declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any syndicate or group with respect to the issuer or any securities of the issuer. Beneficial ownership is reported herein as of April 18, 2008. As of July 16, 2008, each reporting person may be deemed to beneficially own 2,352,465 shares of the issuer's common stock, including 132,756 shares of common stock issuable upon conversion of the issuer's 3.75% Convertible Senior Notes due December 1, 2011. The issuer's 3.75% Convertible Senior Notes due December 1, 2011 are convertible at any time prior to maturity into shares of the issuer's common stock at the option of the note holders at a conversion price of $76.23 per share (subject to adjustment in certain events, including stock splits, dividends and other distributions and certain repurchases of the issuer's stock, as well as certain fundamental changes in the ownership of the issuer). Beginning December 1, 2009, the issuer has the right to redeem the Convertible Senior Notes, in whole or in part, for cash at 100% of the principal amount plus accrued and unpaid interest. Upon the occurrence of a fundamental change (including the acquisition of a majority interest in the issuer, certain changes in the issuer's board of directors or the termination of trading of the issuer's stock) meeting certain conditions, holders of the Convertible Senior Notes may require the issuer to repurchase for cash all or part of their notes at 100% of the principal amount plus accrued and unpaid interest. Exhibit 99.1 - Joint Filer Information (furnished herewith) Exhibit 99.2 - Joint Filer Agreement (incorporated by reference from Exhibit 99.2 to Form 3 filed July 16, 2008 by the reporting persons relating to the issuer) Chou Associates Management Inc. By: /s/ Francis S. M. Chou Title: CEO and Portfolio Manager 2008-07-16 /s/ Francis S. M. Chou 2008-07-16 EX-99 2 d58452aa.txt ADDITIONAL EXHIBITS EXHIBIT 99.1 JOINT FILER INFORMATION OTHER REPORTING PERSON(s) 1. FRANCIS S. M. CHOU
ITEM INFORMATION Name: Francis S. M. Chou Address: 110 Sheppard Avenue East, Suite 301, Box 18, Toronto ON M2N 6Y8. Designated Filer: Chou Associates Management Inc. Date of Event Requiring Statement April 18, 2008 (Month/Day/Year): Issuer Name and Ticker or Trading OVERSTOCK.COM, INC. Symbol: Relationship of Reporting 10% Owner Person(s) to Issuer: If Amendment, Date Original Filed Not Applicable (Month/Day/Year): Individual or Joint/Group Filing: Form filed by More than One Reporting Person Signature: Francis S. M. Chou /s/ Francis S. M. Chou -------------------------------------------- Name: Francis S. M. Chou Date: July 16, 2008
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