As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 1/22/08  Wattles Mark J                    SC 13D                 2:123  Circuit City Stores Inc           Merrill Corp-MD/FA
          HKW Trust
          Wattles Capital Management/LLC

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership           HTML    563K 
 2: EX-99.1     Exhibit 1                                           HTML     13K 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

Mark J. Wattles

321 W. 84th Avenue, Suite A

Thornton, CO 80260

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(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 that is the subject of this Schedule 13D, and is filing this schedule because of  Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.     o

 

Note:  Schedules filed in paper format shall include a signed original and five copies of this 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 (“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).

 

 

 

 

 

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Item 1.                    Security and Issuer.

 

This Statement on Schedule 13D (this “Schedule”) relates to the common stock, par value $0.50 per share (“Common Stock”), of Circuit City Stores, Inc., a Virginia corporation (the “Issuer”).  The principal executive offices of the Issuer are located at 9950 Mayland Drive, Richmond, Virginia 23233.

 

Item 2.                    Identity and Background.

 

(a)           This Schedule is being filed by Wattles Capital Management, LLC, a Delaware limited liability company (“WCM”), HKW Trust, a trust organized under the laws of the State of Nevada (the “Trust”), and Mark J. Wattles (collectively, the “Reporting Persons”).  Mr. Wattles is the sole member and manager of WCM and owns 100% of its membership interests.  Mr. Wattles is the settler and sole trustee of the Trust and exercises sole discretion over the Trust pursuant to the terms and conditions set forth in the Trust instrument.

 

                (b)           The business address of Mr. Wattles is 321 W. 84th Avenue, Suite A, Thornton, CO 80260, 303-801-4003.  The business address of WCM and the Trust is 7945 W. Sahara Ave., Suite 205, Las Vegas, NV 89117.

 

(c)           Mr. Wattles’ principal occupation is serving as President of WCM, which is primarily engaged in investing in public and private companies in the consumer products and retail sectors.  WCM indirectly owns a majority interest in Ultimate Acquisition Partners, LP, a Delaware limited partnership (“UAP”), which owns 32 consumer electronics retail stores under the name Ultimate Electronics.  Mr. Wattles also serves as Chief Executive Officer of UAP.  The Trust acquires, holds, manages and disposes of assets for the benefit of a member of Mr. Wattles’ family and The Wattles Family Foundation.

 

(d)           During the last five years, neither Mr. Wattles (individually or as trustee of the Trust) nor WCM has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)           During the last five years, neither Mr. Wattles (individually or as trustee of the Trust) nor WCM has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction making him or it 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.

 

(f)            Mr. Wattles is a citizen of the United States of America.

 

Item 3.                    Source and Amount of Funds or Other Consideration.

 

WCM acquired the shares of Common Stock described in this Schedule (the “Shares”) in a margin account pursuant to a standard brokerage agreement.  The Trust acquired the Shares with cash on hand.

 

 

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Item 4.                    Purpose of Transaction.

 

The Reporting Persons acquired the Shares for investment purposes.  Prior to the acquisition of the Shares, the Reporting Persons met with management of the Issuer and have had discussions with shareholders of the Issuer.  The Reporting Persons intend to continually evaluate and review the Issuer’s business affairs, financial position, future prospects and management, as well as conditions in the securities markets (including but not limited to the price of and market for the Shares) and general economic and industry conditions.  Based on such evaluation and review and other factors, the Reporting Persons will continue to consider various alternative courses of action and will in the future take such actions with respect to their investment in the Issuer as they deem appropriate in light of the circumstances existing from time to time.  Such actions may include, among other things: (i) communicating with shareholders of the Issuer or other persons who may desire to become shareholders of the Issuer,  regarding matters including the composition of the Issuer’s  board of  directors  and  management;  (ii)  soliciting  proxies or consents,  to be  used  at  either  the  Issuer’s regular  annual  meeting  of shareholders,  or at a special  meeting  of  shareholders,  or  otherwise,  with respect to the matters described in clause (i) above, including possibly the election of one or more nominees of the Reporting Persons and/or other shareholders to the board of directors of the Issuer, and other matters related thereto; (iii) communicating with management and members of the board of directors; (iv) seeking to cause the Issuer to merge with or into, consolidate with, transfer all or substantially all of its assets to, or otherwise engage in any business combination with, one or more other parties; (v) seeking alone or with others to acquire control of the Issuer through a merger, proxy solicitation, tender offer, exchange offer or otherwise; (vi) acquiring additional shares of Common Stock; (vii) disposing of any or all of the shares of Common Stock held by the Reporting Persons; and/or (viii) taking such other  actions with respect to the Issuer as the Reporting Persons may from time to time determine.

 

Item 5.                    Interest in Securities of the Issuer.

 

(a)-(b)     As of January 22, 2008, WCM and the Trust owned 10,000,000 Shares and 1,000,000 Shares, respectively, of Common Stock.  According to the Issuer’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2007, there were 168,366,176 shares of Common Stock issued and outstanding as of December 31, 2007.  Because Mr. Wattles owns all of the membership interests of WCM and serves as sole trustee of the Trust, he may be deemed to have sole voting and dispositive power over, and indirect beneficial ownership of, approximately 6.5% of such issued and outstanding Common Stock.

 

        (c)           During the last 60 days, none of the Reporting Persons has bought, sold or otherwise received shares of Common Stock except in the transactions described in Schedule I attached hereto, which is incorporated herein by reference.

 

                (d)           No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of, dividends from or proceeds from the sale of the Shares.

 

                (e)           Not applicable.

 

 

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Item 6.                    Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

The Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect of any securities of the Issuer, including but not limited to, transfer or voting of any of the securities of the Issuer, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting or investment power over securities of the Issuer.

 

Item 7.                    Material to Be Filed as Exhibits.

 

Exhibit 1                                                   Joint Filing Agreement, dated as of January 22, 2008, by and among Wattles Capital Management, LLC, the HKW Trust and Mark J. Wattles.

 

 

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