0000929638-14-000044.txt : 20140122 0000929638-14-000044.hdr.sgml : 20140122 20140122132840 ACCESSION NUMBER: 0000929638-14-000044 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140122 DATE AS OF CHANGE: 20140122 GROUP MEMBERS: CRISPEN ODEY GROUP MEMBERS: ODEY ASSET MANAGEMENT LLP GROUP MEMBERS: ODEY HOLDINGS AG SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ETHAN ALLEN INTERIORS INC CENTRAL INDEX KEY: 0000896156 STANDARD INDUSTRIAL CLASSIFICATION: WOOD HOUSEHOLD FURNITURE, (NO UPHOLSTERED) [2511] IRS NUMBER: 061275288 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-45041 FILM NUMBER: 14539862 BUSINESS ADDRESS: STREET 1: ETHAN ALLEN DR STREET 2: PO BOX 1966 CITY: DANBURY STATE: CT ZIP: 06811 BUSINESS PHONE: 2037438000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Odey Asset Management Group Ltd CENTRAL INDEX KEY: 0001512596 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 0405 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 12 UPPER GROSVENOR STREET CITY: LONDON, UNITED KINGDOM STATE: X0 ZIP: W1K 2ND BUSINESS PHONE: 44 020 7208 1400 MAIL ADDRESS: STREET 1: 12 UPPER GROSVENOR STREET CITY: LONDON, UNITED KINGDOM STATE: X0 ZIP: W1K 2ND SC 13G 1 odey_ethanallen-sch13g.htm SCHEDULE 13G (JANUARY 2014) odey_ethanallen-sch13g.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 

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

Ethan Allen Interiors Inc.
(Name of Issuer)

Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)

 
297602104
 
(CUSIP Number)

December 31, 2013
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
 [x]           Rule 13d-1(b)
 
 [  ]           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.  Beneficial ownership information contained herein is given as of the date listed above.
 
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.
 
Odey Asset Management Group Ltd
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [ ]
 
3
SEC Use Only
 
4
Citizenship or Place of Organization.
 
England
 
 
 
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 
0 shares
 
6    Shared Voting Power
 
2,045,632 shares
 
Refer to Item 4 below.
 
7    Sole Dispositive Power
 
0 shares
 
8    Shared Dispositive Power
 
2,045,632 shares
 
Refer to Item 4 below.
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,045,632 shares
 
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)
 
7.1%
 
Refer to Item 4 below.
 
12
Type of Reporting Person (See Instructions)
 
CO, HC
 
 
 

 
 
1
Names of Reporting Persons.
 
Odey Asset Management LLP
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [ ]
 
3
SEC Use Only
 
4
Citizenship or Place of Organization.
 
England
 
 
 
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 
0 shares
 
6    Shared Voting Power
 
2,045,632 shares
 
Refer to Item 4 below.
 
7    Sole Dispositive Power
 
0 shares
 
8    Shared Dispositive Power
 
2,045,632 shares
 
Refer to Item 4 below.
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,045,632 shares
 
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)
 
7.1%
 
Refer to Item 4 below.
 
12
Type of Reporting Person (See Instructions)
 
PN, IA
 
 
 

 
 
1
Names of Reporting Persons.
 
Odey Holdings AG
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [ ]
 
3
SEC Use Only
 
4
Citizenship or Place of Organization.
 
Switzerland
 
 
 
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 
0 shares
 
6    Shared Voting Power
 
2,045,632 shares
 
Refer to Item 4 below.
 
7    Sole Dispositive Power
 
0 shares
 
8    Shared Dispositive Power
 
2,045,632 shares
 
Refer to Item 4 below.
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,045,632 shares
 
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)
 
7.1%
 
Refer to Item 4 below.
 
12
Type of Reporting Person (See Instructions)
 
CO, HC
 
 
 

 

1
Names of Reporting Persons.
 
Robin Crispin William Odey (“Crispin Odey”)
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [ ]
 
3
SEC Use Only
 
4
Citizenship or Place of Organization.
 
England
 
 
 
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 
0 shares
6    Shared Voting Power
 
2,045,632 shares
 
Refer to Item 4 below.
 
7    Sole Dispositive Power
 
0 shares
 
8    Shared Dispositive Power
 
2,045,632 shares
 
Refer to Item 4 below.
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,045,632 shares
 
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)
 
7.1%
 
Refer to Item 4 below.
 
12
Type of Reporting Person (See Instructions)
 
IN, HC
 
 
 

 
 
SCHEDULE 13G
 
Item 1
 

(a)
Name of Issuer
 
 
Ethan Allen Interiors Inc.
 
(b)
Address of Issuer’s Principal Executive Offices
 
 
Ethan Allen Drive, Danbury, CT 06811

Item 2
 

(a)
Name of Person Filing
 
 
Odey Asset Management Group Ltd
Odey Asset Management LLP
Odey Holdings AG
Crispin Odey
 
(b)
Address of Principal Business Office or, if none, Residence
 
 
Odey Asset Management Group Ltd
Odey Asset Management LLP
Odey Holdings AG
Crispin Odey
c/o Odey Asset Management Group Ltd
12 Upper Grosvenor Street
London, United Kingdom  W1K 2ND
 
(c)
Citizenship
 
 
Odey Asset Management Group Ltd – England
Odey Asset Management LLP – England
Odey Holdings AG – Switzerland
Crispin Odey – England
 
(d)
Title of Class of Securities
 
 
Class A Common Stock, par value $0.01 per share
 
(e)
CUSIP Number
 
 
297602104

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)
[x]
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)
[x]
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).
 
       If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
 
Item 4
Ownership
 
 
Shares reported herein for Odey Asset Management LLP (“OAM LLP”) represent shares held for the benefit of investment advisory clients of OAM LLP.  Odey Asset Management Group Ltd (“OAM Ltd”) is the managing member of OAM LLP, Odey Holdings AG (“Odey Holdings”) is the sole stockholder of OAM Ltd, and Mr. Odey is the sole stockholder of Odey Holdings.  For all purposes other than the filing of this Schedule 13G, 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 4(a)
Amount Beneficially Owned
 
 
Odey Asset Management Group Ltd – 2,045,632 shares
Odey Asset Management LLP – 2,045,632 shares
Odey Holdings AG – 2,045,632 shares
Crispin Odey – 2,045,632 shares

Item 4(b)
Percent of Class
 
 
Odey Asset Management Group Ltd – 7.1%
Odey Asset Management LLP – 7.1%
Odey Holdings AG – 7.1%
Crispin Odey – 7.1%
 
 
 

 
 
Item 4(c)
Number of shares as to which each such person has voting and dispositive power:
 
(i)
sole power to vote or to direct the vote
 
 
Odey Asset Management Group Ltd – 0 shares
Odey Asset Management LLP – 0 shares
Odey Holdings AG – 0 shares
Crispin Odey – 0 shares
 
(ii)
shared power to vote or to direct the vote
 
 
Odey Asset Management Group Ltd – 2,045,632 shares
Odey Asset Management LLP – 2,045,632 shares
Odey Holdings AG – 2,045,632 shares
Crispin Odey – 2,045,632 shares
 
(iii)
sole power to dispose or to direct the disposition of
 
 
Odey Asset Management Group Ltd – 0 shares
Odey Asset Management LLP – 0 shares
Odey Holdings AG – 0 shares
Crispin Odey – 0 shares
 
(iv)
shared power to dispose or to direct the disposition of
 
 
Odey Asset Management Group Ltd – 2,045,632 shares
Odey Asset Management LLP – 2,045,632 shares
Odey Holdings AG – 2,045,632 shares
Crispin Odey – 2,045,632 shares

Item 5
Ownership of Five Percent or Less of a Class
 
 
Not applicable.
 
Item 6
Ownership of More than Five Percent on Behalf of Another Person
 
 
Dividends received from, and proceeds from the sale of, the shares reported herein, if any, are allocated by Odey Asset Management LLP to the applicable accounts of its clients and are distributed or retained in accordance with its investment advisory agreements with those clients.
 
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 acquired and are held in the ordinary course of business and 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, other than activities solely in connection with a nomination under §240.14a-11.
 
Exhibits
Exhibit
 
99.1
Joint Filing Agreement by and among the Reporting Persons.
   

 
 

 

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.
 
Date: January 22, 2014

 
ODEY ASSET MANAGEMENT GROUP LTD
   
 
By: /s/ Fergus B. Lee
 
Fergus B. Lee, Chief Compliance Officer
   
   
 
ODEY ASSET MANAGEMENT LLP
   
 
By: /s/ Fergus B. Lee
 
Fergus B. Lee, Chief Compliance Officer
   
   
 
ODEY HOLDINGS AG
   
 
By: /s/ Fergus B. Lee
 
Fergus B. Lee, Chief Compliance Officer
   
   
 
ROBIN CRISPIN WILLIAM ODEY
   
 
/s/ Fergus B. Lee
 
Fergus B. Lee, as attorney-in-fact for Robin Crispin William Odey*
 
*The Power of Attorney executed by Mr. Odey authorizing the signatory to sign and file this Schedule 13G on Mr. Odey’s behalf, filed as Exhibit 99.2 to the Schedule 13G filed with the Securities and Exchange Commission on May 8, 2013 by Mr. Odey and other reporting persons with respect to the common stock of Quanex Building Products Corporation, is incorporated herein by reference.


 
EX-99.1 2 odey_ethanallen-ex99.htm JOINT FILER AGREEMENT odey_ethanallen-ex99.htm
Exhibit 99.1

JOINT FILING AGREEMENT
 
This Joint Filing Agreement, dated as of January 22, 2014, is by and among Odey Asset Management Group Ltd, Odey Asset Management LLP, Odey Holdings AG and Robin Crispin William Odey (collectively, the "Filers").
 
Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G and/or 13D with respect to shares of Class A Common Stock, par value $0.01 per share, of Ethan Allen Interiors Inc. 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 13G and/or 13D (and any amendments thereto) on behalf of each of such parties, 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 one week's prior written notice (or such lesser period of notice as the Filers may mutually agree) to the other party.
 
Executed and delivered as of the date first above written.

 
ODEY ASSET MANAGEMENT GROUP LTD
   
 
By: /s/ Fergus B. Lee
 
Fergus B. Lee, Chief Compliance Officer
   
   
 
ODEY ASSET MANAGEMENT LLP
   
 
By: /s/ Fergus B. Lee
 
Fergus B. Lee, Chief Compliance Officer
   
   
 
ODEY HOLDINGS AG
   
 
By: /s/ Fergus B. Lee
 
Fergus B. Lee, Chief Compliance Officer
   
   
 
ROBIN CRISPIN WILLIAM ODEY
   
 
/s/ Fergus B. Lee
 
Fergus B. Lee, as attorney-in-fact for Robin Crispin William Odey*
 
*The Power of Attorney executed by Mr. Odey authorizing the signatory to sign and file this Schedule 13G on Mr. Odey’s behalf, filed as Exhibit 99.2 to the Schedule 13G filed with the Securities and Exchange Commission on May 8, 2013 by Mr. Odey and other reporting persons with respect to the common stock of Quanex Building Products Corporation, is incorporated herein by reference.