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PROSPECTUS SUPPLEMENT NO. 1 |
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Filed Pursuant to Rule 424(b)(3) |
(To Prospectus Dated June 13, 2006) |
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Registration No. 333-134961 |
$165,000,000
Pier 1 Imports, Inc.
6.375% Convertible Senior Notes due 2036
and
Shares of Common Stock issuable Upon Conversion of the Notes
This
prospectus supplement No.1 supplements and amends the prospectus dated June 13, 2006 relating
to the resale by the selling securityholders of up to $165,000,000 aggregate principal amount of
the 6.375% Convertible Senior Notes due 2036 (the Notes) and the shares of common stock issuable upon
conversion of the Notes. This prospectus supplement should be read in conjunction with the
prospectus dated June 13, 2006, which is to be delivered with this prospectus supplement, and this
prospectus supplement is qualified by reference to the prospectus, except to the extent that the
information in this prospectus supplement supplements the information contained in the prospectus.
This prospectus supplement is not complete without, and may not be delivered or utilized except in
connection with, the prospectus, including any amendments or supplements thereto.
The
information appearing under the heading of the prospectus entitled Selling Securityholders sets forth
information with respect to the selling securityholders and the respective amounts of Notes
beneficially owned by each selling securityholder that may be offered pursuant to the prospectus.
The information set forth below supplements the information previously listed in the prospectus and
the prospectus is hereby supplemented by the addition of the following:
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Principal |
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Common |
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Amount of |
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% of Notes |
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% of Common |
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Stock Offered |
Name of Holder |
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Notes (3) |
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Owned |
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Stock (1) |
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Hereby (2) |
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Akanthos Arbitrage Master Fund, L.P.
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8,000,000 |
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4.85 |
% |
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0.60 |
% |
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737,327 |
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Credit Suisse Europe Limited
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7,500,000 |
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4.55 |
% |
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0.56 |
% |
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691,244 |
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Whitebox Diversified Convertible
Arbitrage Partners, L.P.
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1,000,000 |
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0.61 |
% |
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0.08 |
% |
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92,166 |
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(1) |
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Calculated based on 87,244,475 shares of our common stock outstanding as of June 8, 2006.
In calculating this amount for each holder, we
treated as outstanding the number of shares of our common stock issuable upon conversion of
all of that holders Notes, but we did not assume conversion of any other holders Notes. |
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(2) |
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Represents the maximum number of shares of our common stock issuable upon conversion of all
of the holders Notes, based on the maximum conversion rate of 92.1659 shares of our common
stock per $1,000 principal amount at maturity of the Notes. This conversion rate is subject to
adjustment, however, as described in the prospectus under Description of notesConversion
rights conversion rate adjustments. As a result, the maximum number of shares of our common
stock issuable upon conversion of the Notes may increase or decrease in the future. |
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(3) |
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Because certain of the selling securityholders may have sold, transferred or otherwise
disposed of all or a portion of their Notes in transactions exempt from the registration
requirements of the Securities Act since the date on which they provided the information
presented in this table, this prospectus may not reflect the exact principal amount of Notes
held by each selling securityholder on the date of this prospectus. The maximum aggregate
principal amount of Notes that may be sold pursuant to this prospectus will not exceed
$165,000,000. |
Information about the selling securityholders may change over time. Any changed information
given to us by the selling securityholders will be set forth in additional prospectus supplements
if and when necessary.
Investing in our Notes or common stock involves risks. Please read carefully the
section of the prospectus entitled Risk Factors.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
This prospectus supplement is dated July 5, 2006