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 July 3 through 9.
Source: Corporate Filings Alert, Washington
Investors Capital Holdings (ICH)
Robino Stortini Holdings , a hedge fund managed by Charles Robino and Michael Stortini , said it will seek effective or actual control of the company, either alone or with members of the company's management. The hedge fund will consider purchasing all or a portion of Investors Capital's common shares held by its controlling stockholder in a negotiated transaction, or try to obtain a majority stake through a tender offer. ICH has both broker-dealer and investment advisory servicing arms. Robino Stortini also said that it will keep the financial-services holding company public. Robino Stortini met with ICH's controlling stockholder last month to discuss a buyout proposal, but the company's management didn't wish to proceed further with a transaction. Robino Stortini holds 761,404 shares (11.7% of the total outstanding).
Business : Professional beauty supplies
Stock-Market Value : $1.2 billion
What's Happening : Sageview Capital is discussing with management, and may make suggestions concerning the beauty company's operations, prospects, business and financial strategies, assets and liabilities, and any other matters the firm deems relevant to its investment.
Key Numbers and Dates :
1 : the number of previous 13D filings made by Sageview.
55.3% : the return Sageview made on its other 13D investment (versus a return of 18.5% for the S&P 500 index over the same period).
26.4% : the percentage of Sage-view's portfolio that this investment represents, based on its most recent 13F filing.
Behind the Scenes : Sageview is not an activist investor and does not use activist language in its 13D filing. However, in its previous 13D filing on the Guitar Center in 2006, Sageview used identical language when the stock was trading at $42.72 per share; the company was acquired by private-equity group Bain Capital for $63 per share about a year later. Sageview is managed by two former partners of private-equity firm Kohlberg Kravis Roberts and has a good eye for private-equity targets. Sageview will likely be more than passive in this investment, as it has already filed for, and received, Hart Scott Rodino clearance, which would not be needed now if Sageview were holding the company's common stock "solely for investment purposes." However, Sageview's activism will be in the form of private discussions with management, not confrontational activist measures. It is also significant that another private-equity firm, Clayton Dubilier & Rice, owns 47.6% of the company's common stock. _________________________________________ This item is by 13DMonitor.com, 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.
Discovery Group I plans to withhold its votes for two director nominees at the supply-chain and integrated-product management company's annual meeting, scheduled for July 24. The two nominees are Robert B. Barnhill, Jr. and Benn R. Konsynski. Discovery said that it opposes the board's adoption of a "poison pill" and an amendment to the company's bylaws that increased the percentage of stockholders required to call a special meeting to 50% from 25%. Discovery said it believes both items are "material to the rights and ownership value of Tessco shares and, therefore, should have been voted upon by the stockholders." The investment firm also plans to withhold its votes because of Tessco's repurchase of shares held by a potential strategic acquirer, and what it views as an "emerging corporate governance crisis at the company." Discovery holds 635,399 shares (13.1%).
Maguire Properties (MPG)
JMB Capital Partners Master Fund intends to nominate a slate of candidates to replace at least a majority of the Southern California real-estate investment trust's board at the 2008 annual meeting slated for Oct. 2. JMB said this is an effort to "provide the company with a board free from involvement with issues inherited from prior management." (Chairman and Chief Executive Robert Maguire III recently gave up an effort to buy the company he founded.) JMB Capital holds 4,650,000 shares (9.7%).
In a separate filing involving Maguire, New York hedge-fund manager Daniel Loeb urged the property company's board to take the necessary steps to facilitate its sale. Loeb said he won't support a board that doesn't exercise its fiduciary obligation to maximize shareholder value and will take whatever steps required to protect and maximize his investment in the company. Maguire Properties recently rejected a $20.25-a-share buyout offer from a private real-estate company, Pacific Office Properties Trust, saying that the proposed deal "was not in the best interest of shareholders." Loeb, through his Third Point fund, holds 4,225,000 shares (8.8%).
Third Wave Technologies (TWTI)
A group of funds managed by Mario Gabelli's Gamco Investors reported holdings of about 3.06 million shares (6.94%) in the molecular diagnostics company. It purchased the stake from June 9 to July 2 at $11.11 to $11.20 a share.
Increases in Holdings
MTR Gaming Group (MNTG)
MTR Gaming Group Director Jeffrey Jacobs said that he wants to purchase up to $5 million of the company's common stock at a 25% premium to the market price. Jacobs is interested in buying the shares for $6.25 to $10 each prior to Jan. 15, 2009. Jacobs also may hold discussions with third parties or with the company's management, or suggest or take a position on potential changes in the company's casino and racetrack operations, management or capital structure as a means of enhancing shareholder value. Jacobs was elected to serve on the company's seven-person board on May 6. He was also appointed to serve on the company's succession committee. Jacobs holds 4,091,253 shares (14.9%).
Decreases in Holdings
Take-Two Interactive Software
Hedge-fund manager Steven A. Cohen cut his stake to about 3.38 million (4.4%) from 4.1 million shares (5.3%) reported on June 25. Cohen's disclosure comes as options traders question whether Electronic Arts (ERTS) will succeed in its $2 billion hostile bid for the video game maker and distributor. Cohen heads SAC Capital.
Barrier Therapeutics (BTRX)
After just recently reporting ownership of 2,820,200 (8%) of this biopharmaceutical company, Steven A. Cohen , and his SAC Capital said late last Thursday they'd cut their stake to about 426,555 shares (1.21%). On June 23, privately-held Stiefel Laboratories , which specializes in dermatological products, announced that it agreed to acquire Barrier for $4.15 a share in a deal valued at about $148 million.