SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 1)*
Pier 1 Imports, Inc.
---------------------
(Name of Issuer)
Common Stock
--------------
(Title of Class of Securities)
720279108
--------------
(CUSIP Number)
Stephen M. Schultz, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
Tel: (212) 986-6000
--------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 6, 2007
----------------
(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 subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[x].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*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 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
Elliott Associates, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
2,368,901
8 SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
2,368,901
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,368,901
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Elliott International, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
3,553,353
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
3,553,353
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,553,353
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Elliott International Capital Advisors Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
3,553,353
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
3,553,353
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,553,353
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This statement is filed with respect to the shares of the common stock, $1.00
par value (the "Common Stock"), of Pier 1 Imports, Inc. (the "Issuer"),
beneficially owned by Elliott Associates, L.P. and its wholly-owned subsidiaries
("Elliott"), Elliott International, L.P. ("Elliott International"), and Elliott
International Capital Advisers Inc. ("EICA" and collectively, the "Reporting
Persons") as of June 6, 2007 and amends and supplements the Schedule 13D filed
on April 9, 2007 (collectively, the "Schedule 13D"). Except as set forth herein,
the Schedule 13D is unmodified.
ITEM 3. Source and Amount of Funds or Other Consideration.
Elliott Working Capital $16,364,072
Elliott International Working Capital $24,546,119
ITEM 5. Interest in Securities of the Issuer.
(a) Elliott owns 2,368,901 shares of Common Stock, constituting 2.7% of all
of the outstanding shares of Common Stock. Elliott owns 525,589 of its 2,368,901
shares of Common Stock through its wholly-owned subsidiary, The Liverpool
Limited Partnership, a Bermuda limited partnership.
Elliott International and EICA beneficially own an aggregate of 3,553,353
shares of Common Stock, constituting 4.0% of all of the outstanding shares of
Common Stock.
Collectively, Elliott, Elliott International and EICA beneficially own
5,922,254 shares of Common Stock constituting 6.7% of all of the outstanding
shares of Common Stock.
(b) Elliott has the power to vote or direct the vote of, and to dispose or
direct the disposition of, the shares of Common Stock beneficially owned by it.
Elliott International has the shared power with EICA to vote or direct the
vote of, and to dispose or direct the disposition of, the shares of Common Stock
owned by Elliott International. Information regarding each of Elliott
International and EICA is set forth in Item 2 of this Schedule 13D and is
expressly incorporated by reference herein.
(c) The transactions effected by the Reporting Persons during the past
sixty (60) days are set forth on Schedule 1 attached hereto. All of the
transactions set forth on Schedule 1 were effected on the New York Stock
Exchange. No other transactions with respect to the Common Stock that are
required to be reported on Schedule 13D were effected by any of the Reporting
Persons during the past sixty (60) days.
(d) No person other than Elliott has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
shares of Common Stock beneficially owned by Elliott.
No person other than Elliott International and EICA has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Common Stock beneficially owned by Elliott
International and EICA.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Elliott, through The Liverpool Limited Partnership, is short 1,300 listed
put contracts at a strike price of $7.50 per share. Elliott International is
short 1,950 listed put contracts at a strike price of $7.50 per share.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned each certifies that the information with respect to it set forth in
this statement is true, complete and correct.
Dated: June 7, 2007
ELLIOTT ASSOCIATES, L.P.
By: Elliott Capital Advisors, L.P., as General Partner
By: Braxton Associates, Inc., as General Partner
By: /s/ Elliot Greenberg
------------------------
Elliot Greenberg
Vice President
ELLIOTT INTERNATIONAL, L.P.
By: Elliott International Capital Advisors Inc.,
as Attorney-in-Fact
By: /s/ Elliot Greenberg
------------------------
Elliot Greenberg
Vice President
ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC.
By: /s/ Elliot Greenberg
------------------------
Elliot Greenberg
Vice President
SCHEDULE 1
Transactions of the Reporting Persons Effected During the Past 60 Days
The following transactions were effected by Elliott Associates, L.P.*
during the past sixty (60) days:
Approx. Price per
Amount of Shs. Share (excl. of
Date Security Bought (Sold) commissions)
---- -------- ------------- ------------------
12-Apr-2007 Common 14,400 $7.711000
13-Apr-2007 Common 12,000 $7.548900
19-Apr-2007 Common 1,520 $7.740000
20-Apr-2007 Common 2,520 $7.709400
23-Apr-2007* Common 29,680 $7.828600
24-Apr-2007* Common 12,000 $7.761700
26-Apr-2007* Common 7,360 $7.708000
30-Apr-2007* Common 30,000 $7.623400
01-May-2007* Common 16,000 $7.404800
03-May-2007* Common 1,600 $7.429500
03-May-2007* Common 7,600 $7.386300
04-May-2007* Common 8,040 $7.380000
08-May-2007* Common 20,000 $7.393500
09-May-2007* Common 16,280 $7.560100
10-May-2007* Common 20,000 $7.589900
11-May-2007* Common 15,480 $7.510900
14-May-2007* Common 4,520 $7.479300
18-May-2007* Common 10,000 $7.390500
18-May-2007* Common 23,000 $7.387200
21-May-2007* Common 12,000 $7.411300
22-May-2007* Common 10,000 $7.338700
22-May-2007* Common 3,560 $7.410000
23-May-2007* Common 2,000 $7.360000
24-May-2007* Common 4,000 $7.330000
25-May-2007* Common 9,460 $7.336700
29-May-2007* Common 19,320 $7.304200
30-May-2007* Common 10,440 $7.389700
31-May-2007* Common 4,000 $7.510000
01-Jun-2007* Common 10,000 $7.362000
04-Jun-2007* Common 12,000 $7.432600
05-Jun-2007* Common 19,440 $7.380300
05-Jun-2007* Common 15,262 $7.354500
06-Jun-2007* Common 51,347 $7.391100
*Represent transactions of Elliott effected through its subsidiary, The
Liverpool Limited Partnership.
The following transactions were effected by Elliott International during
the past sixty (60) days:
Approx. Price per
Amount of Shs. Share (excl. of
Date Security Bought (Sold) commissions)
---- -------- ------------- ------------------
12-Apr-2007 Common 21,600 $7.711000
13-Apr-2007 Common 18,000 $7.548900
19-Apr-2007 Common 2,280 $7.740000
20-Apr-2007 Common 3,780 $7.709400
23-Apr-2007 Common 44,520 $7.828600
24-Apr-2007 Common 18,000 $7.761700
26-Apr-2007 Common 11,040 $7.708000
30-Apr-2007 Common 45,000 $7.623400
01-May-2007 Common 24,000 $7.404800
03-May-2007 Common 2,400 $7.429500
03-May-2007 Common 11,400 $7.386300
04-May-2007 Common 12,060 $7.380000
08-May-2007 Common 30,000 $7.393500
09-May-2007 Common 24,420 $7.560100
10-May-2007 Common 30,000 $7.589900
11-May-2007 Common 23,220 $7.510900
14-May-2007 Common 6,780 $7.479300
18-May-2007 Common 15,000 $7.390500
18-May-2007 Common 34,500 $7.387200
21-May-2007 Common 18,000 $7.411300
22-May-2007 Common 15,000 $7.338700
22-May-2007 Common 5,340 $7.410000
23-May-2007 Common 3,000 $7.360000
24-May-2007 Common 6,000 $7.330000
25-May-2007 Common 14,190 $7.336700
29-May-2007 Common 28,980 $7.304200
30-May-2007 Common 15,660 $7.389700
31-May-2007 Common 6,000 $7.510000
01-Jun-2007 Common 15,000 $7.362000
04-Jun-2007 Common 18,000 $7.432600
05-Jun-2007 Common 29,160 $7.380300
05-Jun-2007 Common 22,894 $7.354500
06-Jun-2007 Common 77,021 $7.391100