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CIRCUIT CITY STORES INC
CIRCUIT CITY STORES INC
Filed by
WATTLES MARK J
FORM PREN14A
(Proxy Statements not involving Contested Solicitations (preliminary))
Filed 04/28/08 for the Period Ending 04/25/08


Address
9950 MAYLAND DR
RICHMOND, VA 23233
Telephone
8044864000
CIK
0000104599
Symbol
CC
SIC Code
5731 - Radio, Television, and Consumer Electronics Stores
Industry
Retail (Technology)
Sector
Technology


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant


Filed by a Party other than the Registrant


Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Under Rule 14a-12


Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.


CIRCUIT CITY STORES, INC.

(Name of Registrant as Specified in Its Charter)


WATTLES CAPITAL MANAGEMENT, LLC

HKW TRUST

MARK J. WATTLES

JAMES A. MARCUM

ELLIOTT WAHLE

DON R. KORNSTEIN

ANTHONY BERGAMO

ALEXANDER M. BOND

(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)

(1) Title of each class of securities to which transaction applies:


(2) Aggregate number of securities to which transaction applies:




(4) Proposed maximum aggregate value of transaction:


(5) Total fee paid:


Fee paid previously with preliminary materials:


Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its
filing.


(1) Amount previously paid:


(2) Form, Schedule or Registration Statement No.:


(3) Filing Party:


(4) Date Filed:





(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was determined):

PRELIMINARY COPY SUBJECT TO COMPLETION

DATED APRIL 28, 2008


WATTLES CAPITAL MANAGEMENT, LLC


_______, 2008

Dear Fellow Shareholders:

Wattles Capital Management, LLC (WCM), and the other participants in this solicitation (collectively, the Wattles Group) are the
beneficial owners of an aggregate of 11,044,200 shares of common stock of Circuit City Stores, Inc. (Circuit City or the Company),
representing approximately 6.5% of the outstanding shares of common stock of the Company. WCM does not believe that the current Board of
Directors of the Company is acting in your best interests. Specifically, we believe that the Companys operating performance and stock
performance have significantly deteriorated under the existing Board and senior management team, in turn causing substantial erosion of
shareholder value. Additionally, we are deeply concerned by the Boards track record of rejecting what has appeared to be legitimate third-party
interest in acquiring the Company for a premium, including the recent offer of Blockbuster Inc. to acquire the Company for between $6.00 and
$8.00 per share in cash. We are therefore seeking your support at the annual meeting of shareholders (the Annual Meeting) scheduled to be
held at ________ located at ___ _______, _______, ______ ______ on _____, 2008 at __:__ _.m., local time for the following:







1.

To elect four of WCMs director nominees, James A. Marcum, Elliott Wahle, Don R. Kornstein and Anthony Bergamo, to
serve as directors of the Company for a three-year term ending in 2011 and to elect WCMs other director nominee, Alexander
M. Bond, to serve as a director of the Company for a two-year term ending in 2010;



2.

If a majority of WCMs nominees are elected in Proposal 1, to remove, without cause, each member of the Circuit City Board,
including any director (other than those elected by the Companys shareholders at the Annual Meeting) elected or appointed to
the Circuit City Board by such directors to fill any vacancy on the Circuit City Board or any newly-created directorships at any
time from February 28, 2008 until and including the conclusion of the Annual Meeting; and



3.

If applicable, to (i) repeal any amendments adopted by the Circuit City Board without shareholder approval to the Companys
Bylaws, as amended as of August 21, 2007 (the Bylaws), between August 21, 2007 and up through and including the Annual
Meeting, (ii) repeal any new bylaws adopted by the Circuit City Board between August 21, 2007 and up through and including
the Annual Meeting and (iii) provide that the Circuit City Board may not reinstate or amend any amended bylaw or new bylaw
that is repealed by shareholders pursuant to this proposal.

WCM urges you to consider carefully the information contained in the attached Proxy Statement and then support its efforts by signing,
dating and returning the enclosed GOLD proxy card today. The attached Proxy Statement and the enclosed GOLD proxy card are first being
furnished to the shareholders on or about _____, 2008.

If you have already voted for the incumbent management slate using the GOLD proxy card, you have every right to change your vote
by signing, dating and returning a later dated proxy.

If you have any questions or require any assistance with your vote, please contact MacKenzie Partners, Inc., which is assisting us, at
their address and toll-free numbers listed on the following page.

Thank you for your support,




Mark J. Wattles
Wattles Capital Management, LLC


-2-

If you have any questions, require assistance in voting your GOLD proxy card,
or need additional copies of WCMs proxy materials, please call
MacKenzie Partners, Inc. at the phone numbers listed below.


105 Madison Avenue
New York, New York 10016
(212) 929-5500 (Call Collect)
proxy@mackenziepartners.com

or

CALL TOLL FREE (800) 322-2885



-3-
PRELIMINARY COPY, DATED APRIL 28, 2008


2008 ANNUAL MEETING OF THE SHAREHOLDERS


OF


CIRCUIT CITY STORES, INC.


_____________________


PROXY STATEMENT


OF


WATTLES CAPITAL MANAGEMENT, LLC


_____________________


PLEASE SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD TODAY


Wattles Capital Management, LLC, a Delaware limited liability company (WCM), is a significant shareholder of Circuit City Stores,
Inc. (Circuit City or the Company). WCM does not believe that the current Circuit City Board of Directors (the Board) is acting in the
best interests of its shareholders. We are therefore seeking your support at the annual meeting of shareholders scheduled to be held at
__________________, __________, _________ ________, on _______________ __, 2008, at __:__ _.m. (local time), including any
adjournments or postponements thereof and any meeting which may be called in lieu thereof (the Annual Meeting), for the following:




According to the Companys Proxy Statement, two other proposals will be presented at the Annual Meeting for consideration by
shareholders. The Company is seeking shareholder support (i) to approve the Companys 2008 Annual Performance-Based Incentive Plan and
(ii) to ratify the appointment of KPMG LLP as the Companys independent registered public accounting firm for the 2009 fiscal year. We do not
object to either of these proposals.



1.

To elect four of WCMs director nominees, James A. Marcum, Elliott Wahle, Don R. Kornstein and Anthony Bergamo, to
serve as directors of the Company for a three-year term ending in 2011 and to elect WCMs other director nominee, Alexander
M. Bond, to serve as a director of the Company for a two-year term ending in 2010 (collectively, the Nominees);



2.

If a majority of the Nominees are elected in Proposal 1, to remove, without cause, each member of the Board, including any
person (other than those elected by the Companys shareholders at the Annual Meeting) elected or appointed to the Board by
such directors to fill any vacancy on the Board or any newly-created directorships at any time from February 28, 2008 until
and including the conclusion of the Annual Meeting; and



3.

If applicable, to (i) repeal any amendments adopted by the Board without shareh