0000929638-13-000182.txt : 20130214 0000929638-13-000182.hdr.sgml : 20130214 20130214165239 ACCESSION NUMBER: 0000929638-13-000182 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130214 DATE AS OF CHANGE: 20130214 GROUP MEMBERS: REMY TRAFELET GROUP MEMBERS: TRAFELET & CO LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHRISTOPHER & BANKS CORP CENTRAL INDEX KEY: 0000883943 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-WOMEN'S CLOTHING STORES [5621] IRS NUMBER: 061195422 STATE OF INCORPORATION: DE FISCAL YEAR END: 0128 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43828 FILM NUMBER: 13615341 BUSINESS ADDRESS: STREET 1: 2400 XENIUM LANE NORTH CITY: PLYMOUTH STATE: MN ZIP: 55441-3626 BUSINESS PHONE: 6125515000 MAIL ADDRESS: STREET 1: 2400 XENIUM LN NORTH CITY: PLYMOUTH STATE: MN ZIP: 55441-3626 FORMER COMPANY: FORMER CONFORMED NAME: BRAUNS FASHIONS CORP DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRAFELET CAPITAL MANAGEMENT, L.P. CENTRAL INDEX KEY: 0001387672 IRS NUMBER: 205985013 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-201-7800 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 trafelet_chrisbanks-sch13g.htm AMENDMENT NO.1 TO SCHEDULE 13G trafelet_chrisbanks-sch13g.htm
`
                                         UNITED STATES
                                  SECURITIES AND EXCHANGE COMMISSION
                                       Washington, D.C. 20549
OMB APPROVAL
OMB Number:3235-0145
Expires: February 28, 2009
Estimated average burden
hours per response… 10.4
 

 
SCHEDULE 13G
 
 
 
Under the Securities Exchange Act of 1934
 
 
 
(Amendment No. 1)*
 

 
Christopher & Banks Corporation
 
 
(Name of Issuer)
 

 
Common Stock
 
 
(Title of Class of Securities)
 

 
171046105 
 
 
(CUSIP Number)
 

 
December 31, 2012
 
 
(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).
 
 
 

 
 
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Trafelet Capital Management, L.P.
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(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 shares
6    Shared Voting Power
 
2,589,917 shares (2,909,917 shares as of the Filing Date)
 
Refer to Item 4 below.
7    Sole Dispositive Power
 
0 shares
8    Shared Dispositive Power
 
2,589,917 shares (2,909,917 shares as of the Filing Date)
 
Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,589,917 shares (2,909,917 shares as of the Filing Date)
Refer to Item 4 below.
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
11
Percent of Class Represented by Amount in Row (9)*
 
7.00% (7.87% as of the Filing Date)
 
Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
 
PN (Limited Partnership)

 
 
 

 

1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Trafelet & Company, LLC
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(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 shares
6    Shared Voting Power
 
2,589,917 shares (2,909,917 shares as of the Filing Date)
 
Refer to Item 4 below.
7    Sole Dispositive Power
 
0 shares
 
8    Shared Dispositive Power
 
2,589,917 shares (2,909,917 shares as of the Filing Date)
Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,589,917 shares (2,909,917 shares as of the Filing Date)
 
Refer to Item 4 below.
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
11
Percent of Class Represented by Amount in Row (9)*
 
7.00% (7.87% as of the Filing Date)
 
Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
 
OO (Limited Liability Company)


 
 

 
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Remy Trafelet
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [x]
3
SEC Use Only
4
Citizenship or Place of Organization.
 
United States
 
 
 
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 
0 shares
6    Shared Voting Power
 
2,589,917 shares (2,909,917 shares as of the Filing Date)
 
Refer to Item 4 below.
7    Sole Dispositive Power
 
0 shares
8    Shared Dispositive Power
 
2,589,917 shares (2,909,917 shares as of the Filing Date)
 
Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,589,917 shares (2,909,917 shares as of the Filing Date)
 
Refer to Item 4 below.
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
11
Percent of Class Represented by Amount in Row (9)*
 
7.00% (7.87% as of the Filing Date)
 
Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
 
IN
 
 
 

 
 
Item 1.
 

(a)
Name of Issuer
 
Christopher & Banks Corporation
 
(b)
Address of Issuer’s Principal Executive Offices
 
 
2400 Xenium Lane North
Plymouth, MN 55441

Item 2.
 

(a)
Name of Person Filing
 
Trafelet Capital Management, L.P.
Trafelet & Company, LLC
Remy Trafelet
 
(b)
Address of Principal Business Office or, if none, Residence
 
590 Madison Ave
26th Floor
New York, NY 10022
 
(c)
Citizenship
 
Trafelet Capital Management, L.P.  - Delaware
Trafelet & Company, LLC  - Delaware
Remy Trafelet  - United States
 
(d)
Title of Class of Securities
 
Common Stock
(e)
CUSIP Number
 
171046105 

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 (15 U.S.C. 78o).
(b)
[ ]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(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 (15 U.S.C 80a-8).
(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 associations 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)
[ ]
A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
(k)
[ ]
Group, in accordance with §240.13d-1(b)(1)(ii)(K).

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.

As of December 31, 2012, Trafelet Capital Management, L.P. owned 2,589,917 shares of Common Stock, which is 7.00% of the Issuer’s outstanding Common Stock.  As of February 14, 2013, Trafelet Capital Management, L.P. owned 2,909,917 shares of Common Stock, which is 7.87% of the Issuer’s outstanding Common Stock.  The percentages herein are calculated based upon the aggregate total of the 36,983,679 shares of Common Stock issued and outstanding as of November 16, 2012, as reported on the Issuer’s Form 10-Q filed with the SEC on December 6, 2012.
 
 

 

(a)
Amount Beneficially Owned**
 
 
Trafelet Capital Management, L.P. - 2,589,917 shares (2,909,917 shares as of the Filing Date)
Trafelet & Company, LLC  - 2,589,917 shares (2,909,917 shares as of the Filing Date)
Remy Trafelet  - 2,589,917 shares (2,909,917 shares as of the Filing Date)
 
(b)
Percent of Class
 
Trafelet Capital Management, L.P.  - 7.00% (7.87% as of the Filing Date)
Trafelet & Company, LLC  - 7.00% (7.87% as of the Filing Date)
Remy Trafelet  - 7.00% (7.87% as of the Filing Date)
 
(c)
Number of shares as to which such person has:
 
 
(i)
sole power to vote or to direct the vote
   
Trafelet Capital Management, L.P.  - 0 shares
Trafelet & Company, LLC  - 0 shares
Remy Trafelet  - 0 shares
 
 
(ii)
shared power to vote or to direct the vote
   
 
Trafelet Capital Management, L.P.  - 2,589,917 shares (2,909,917 shares as of the Filing Date)
Trafelet & Company, LLC  - 2,589,917 shares (2,909,917 shares as of the Filing Date)
Remy Trafelet  - 2,589,917 shares (2,909,917 shares as of the Filing Date)
 
 
(iii)
sole power to dispose or to direct the disposition of
   
Trafelet Capital Management, L.P.  - 0 shares
Trafelet & Company, LLC  - 0 shares
Remy Trafelet  - 0 shares
 
 
(iv)
shared power to dispose or to direct the disposition of
   
 
Trafelet Capital Management, L.P.  - 2,589,917 shares (2,909,917 shares as of the Filing Date)
Trafelet & Company, LLC  - 2,589,917 shares (2,909,917 shares as of the Filing Date)
Remy Trafelet  - 2,589,917 shares (2,909,917 shares as of the Filing Date)
 
 
**Shares reported herein are held by several private investment funds for which Trafelet Capital Management, L.P. serves as the investment manager.  Trafelet & Company, LLC serves as the general partner of Trafelet Capital Management, L.P. and Remy Trafelet serves as managing member of Trafelet & Company, LLC.  Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.
 
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 [ ].

Item 6.
Ownership of More than Five Percent on Behalf of Another Person
 
Not applicable.

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
 
Not applicable.

Item 8.
Identification and Classification of Members of the Group
 
Not applicable.

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.

 
 

 

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 14, 2013
 

 
TRAFELET CAPITAL MANAGEMENT, L.P.
 
By: Trafelet & Company, LLC,
 
its General Partner
   
 
By: /s/ Remy Trafelet
 
Remy Trafelet, Managing Member
   
   
 
TRAFELET & COMPANY, LLC
   
 
By: /s/ Remy Trafelet
 
Remy Trafelet, Managing Member
   
   
 
REMY TRAFELET
   
 
By: /s/ Remy Trafelet
 
Remy Trafelet, Individually
   
EX-99.1 2 trafelet_chrisbanks-ex99.htm JOINT FILER AGREEMENT trafelet_chrisbanks-ex99.htm
Exhibit 99.1
 
JOINT FILING AGREEMENT
 
This Joint Filing Agreement, dated as of February 14, 2013, is by and among Trafelet Capital Management, L.P., Trafelet & Company, LLC, and Remy Trafelet (collectively, the "Filers").
 
Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D and/or 13G with respect to shares of Common Stock of Christopher & Banks Corporation beneficially owned by them from time to time.

Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13D and/or 13G (and any amendments thereto) on behalf of each of the Filers, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.

This Joint Filing Agreement may be terminated by any of the Filers upon written notice or such lesser period of notice as the Filers may mutually agree.

Executed and delivered as of the date first above written.


 
TRAFELET CAPITAL MANAGEMENT, L.P.
 
By: Trafelet & Company, LLC,
 
its General Partner
   
 
By: /s/ Remy Trafelet
 
Remy Trafelet, Managing Member
   
   
 
TRAFELET & COMPANY, LLC
   
 
By: /s/ Remy Trafelet
 
Remy Trafelet, Managing Member
   
   
 
REMY TRAFELET
   
 
By: /s/ Remy Trafelet
 
Remy Trafelet, Individually