13Ds are filed with the Securities and Exchange Commission within 10 days of an entity's attaining a 5% or more position in any class of a company's securities. Any subsequent change in holdings or intentions must be reported on an amended filing. This material has been extracted from filings released by the SEC from May 27 through June 7, 2010.
Orient-Express Hotels (OEH)
The hedge funds CR Intrinsic and D.E. Shaw each expect to sell shares of the hotelier, after a court ruled that the company's governance structure is lawful.
The hedge funds filed a petition against Orient-Express in the Supreme Court of Bermuda in January 2009. The firms contended that the company's dual-class share system, which includes super-voting Class B shares held by an Orient-Express subsidiary, is unlawful. Hearings related to the matter were held in September 2009 and in late April and early May of this year.
On June 1, a judge ruled in favor of Orient-Express, striking down the petition. As a result, CR Intrinsic, which is associated with Steve Cohen 's SAC Capital , and D.E. Shaw dissolved their shareholder group and said that they intended to sell shares of Orient-Express.
CR Intrinsic owns 2,835,000 shares (3.1% of the total outstanding), and D.E. Shaw owns 3,218,678 shares (3.5%).
Business : Provides software and hardware design-automation tools for the development and testing of advanced electronic systems.
Stock-Market Value : $890 million ($8.86 per share)
Investor's Average Cost : $8.93 per share
What's Happening : Carl Icahn intends to seek to have conversations with management to discuss the company's business and operations and the maximization of shareholder value.
Key Numbers :
$15.89 : Mentor's stock price in June 2008
$3.44 : Its stock price less than a year later, in March 2009
Behind the Scenes : In 2009, Carl Icahn took money out of the equities markets in favor of the credit markets. He is now taking profits on some of his credit positions and putting more cash back into equities. Icahn sees many activist opportunities in what he believes will be a robust merger-and-acquisitions market, particularly in smaller companies in industries that have been hurt over the past 2½ years. This is Icahn's second 13D filing in the technology industry in the past two weeks. Mentor had a particularly rough time over the past couple of years. Its stock has rebounded from its low just over a year ago, but hasn't erased even half of its decline since June 2008. Icahn may believe that it is a good time to find a suiter for Mentor and that management might be receptive to the stability of a larger company. One indication that Mentor may be interested in a suitor: On March 5, 2009, it allowed a poison-pill deterrent, which had been in place for 10 years, to expire. ________________________________________ This item is by 13D Monitor, a consulting firm specializing in shareholder activism and 13D filings. For a full report, go to www.13Dmonitor.com or call Ken Squire at 212-223-2282.
Hedge fund Eton Park Capital disclosed that it holds 6,014,200 shares (7.27%), paying approximately $370 million, or about $61.50 per share. Airgas is the subject of a hostile takeover attempt by Air Products & Chemicals /zigman2/quotes/201523430/composite APD +0.35% (ticker: APD), which is offering $60 per share in cash via a tender offer. That offer was scheduled to expire June 4, but last week Air Products & Chemicals extended the expiration until Aug. 13. Through the end of May, shareholders had tendered just 15,981 shares. In conjunction with the tender offer, APD has put forth three nominees for Airgas' board. Eton Park, meanwhile, said it has no proposals related to Airgas.
Borders Group (BGP)
Bennett Lebow disclosed that he holds 11,111,111 shares (15.53%), purchased directly from the company on May 21 at $2.25 per share. Pending shareholder approval, the deal also let Lebow acquire warrants for 35 million shares at $2.25 apiece. As a condition of the investment, Lebow was named chairman of Borders.
Morgan's Hotel Group
Hedge fund HG Vora Capital disclosed that it owns three million shares (9.97%). It paid about $16.26 million, or $5.42 per share. HG Vora said that it presently has no plans or proposals for the company.
OSI Pharmaceuticals (OSIP)
Tiresias Capital disclosed that it owns 4,684,853 shares (7.65%). The fund acquired virtually its entire holding after Japanese drug maker Astellas agreed May 18 to buy OSI for $57.50 per share. Tiresias indicated that it does not plan to attempt to influence management of the company, suggesting that its purchase was for the arbitrage opportunity.
Increases in Holdings
ValueAct Capital increased its holdings to 7,340,665 shares (10.5%) with the purchase of 891,483 from May 4 to May 24 at prices that ranged from $19.78 to $21.25.
Decreases in Holdings
Trailer Investments , part of Lincolnshire Management , reduced its holdings to 9,355,865 shares (13.7%), by selling 16,137,500 on May 28 at $6.50 each. The per-share proceeds were $6.21, after backing out the underwriter's discount. Trailer sold the shares as part of a public offering, during which Wabash sold 11,750,000 shares at $6.50. Trailer's remaining holdings are in the form of warrants.