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 23 through July 29.
Discovery Equity Partners , an investment fund managed by merchant-bank Discovery Group , wants the wireless-communications-systems components maker to eliminate its "poison pill," and form a standing strategic-alternatives committee of its board to respond to parties who express strategic interest in the company.
In a July 23 letter to Tessco's directors, Discovery managing member Daniel J. Donoghue said that 75% of non-management shareholders had voted in favor of eliminating the poison pill at Tessco's annual meeting that day. Tessco, however, said that the proposal, which was introduced by Discovery, didn't win enough votes.
Tessco's management and board control 34.1% of the company's shares. Additionally, Discovery claimed that Tessco Chief Executive Officer Robert Barnhill has been unresponsive to overtures made by potential third-party suitors, who wanted to "explore the possibility of a 'going-private' transaction." Discovery owns 680,092 shares (14.2% of the total outstanding). It's Tessco's second-largest shareholder behind Barnhill, who controls a 26.7% stake.
Business : Cancer pharmaceuticals
Filer's Average Cost : $7.71 per share
Stock-Market Value : $385 million ($8.49 a share)
What's Happening : DellaCamera Capital Management withdrew its consent solicitation to remove the CEO after Enzon announced that it had separated the roles of chairman and chief executive, named Alexander Denner formerly of cancer-drug maker Imclone as the new chairman, and named Harold J. Levy of Iridian Asset Management as a new independent member of the board. Richard Mulligan , also formerly of Imclone, was named to Enzon's board, too.
Key Numbers :
3 : number of new directors, including Denner and Mulligan, acting on behalf of investor Carl Icahn on the nine-person board since DCM began its activist campaign
137.3% : the increase in Imclone's stock price in the 26 months of Denner and Mulligan's tenure.
18.1% : the rise in Enzon's stock price in the two months since Denner and Mulligan joined the board.
Behind the Scenes : This is an example of shareholder activism beginning to work. Due to DCM's efforts and its criticism of Enzon's chief executive, the company now has three directors affiliated with shareholders and a new independent chairman to oversee the chief executive. Three months ago, we stated that the two stockholders who could decide Enzon's consent solicitation were Icahn and Iridian Asset Management. Indeed, Icahn's associates' efforts on the board and Iridian's taking a board seat spurred DCM to withdraw its consent solicitation. This clearly indicates that DCM is happy with Enzon's direction now, and is willing to give the newly appointed executives some time to increase shareholder value, much as Denner and Mulligan did at Imclone. (Imclone was bought by Eli Lilly .) ________________________________________ 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.
WCA Waste (WCAA)
Joseph E. LoConti , a private investor and insurance-industry executive, disclosed that he now owns 950,202 shares (5.4%). LoConti paid a little more than $4.1 million, or $4.32 per share, to acquire the stake on July 22. LoConti said he intends to discuss the company's performance, strategic direction and "various means of maximizing stockholder value" with WCA Waste's management, directors and other shareholders.
Discovery Equity Partners disclosed that it now holds 1,295,618 shares (5.3%). The firm paid approximately $7.27 million, or $5.61 per share, to acquire the holding.
Increases in Holdings
Axsys Technologies (AXYS)
Gamco Investors /zigman2/quotes/201885596/composite GBL +0.64% (GBL) raised its holdings to 890,910 shares (7.67%), by buying 141,869 shares from July 9 to July 27 at $53.48 to $53.76 per share.
FS Capital Partners increased its holdings to 13,475,981 shares (35.3%), purchasing 1,000,000 shares on July 24 at $16.50 for each share in a secondary offering.
Decreases in Holdings
i2 Technologies (ITWO)
SAC Capital Advisors decreased its holdings to 805,806 shares (3.7%), by selling 300,100 from July 17 to 22 at $12.66 to $13.25 apiece.
JDA Software Group (JDAS)
Thoma Cressey Equity Partners reduced its holdings to 3,014,858 shares (9.8%), by selling 533,319 from July 23 to 27 at $20.24 to $21.36 each.
Leap Wireless International
Harbinger Capital decreased its stake to 7,484,000 shares (9.7%). It sold 3,041,000 from July 24 through 28 at $25.44 to $27.05.
Reddy Ice Holdings (FRZ)
Noonday Asset Management sold its entire holding, disposing of 1,621,906 shares from July 6 to 23 at $1.59 to $2.19.