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 (Jan. 28) through (Feb. 3).
Business : Develops cancer and autoimmune drugs
Stock-Market Value : $15.2 billion ($52.71 per share)
Investor's Average Cost : $52.34 per share
What's Happening : Carl Icahn is nominating three candidates for election to the board and proposing a shareholder resolution to limit the size of the board to 12 members.
2 : the number of directors that Icahn currently has on the board.
- 1.3%: the decline in the company's stock price since the last annual meeting (versus a 13.4% rise for the S&P 500).
Behind the Scenes : In 2009, Icahn challenged all four incumbents and won two seats. This year, he is running three candidates for five spots against two incumbent directors and three new candidates to be nominated by management. One of the incumbents, whose seat Icahn won't be challenging, is his friend Brian Posner, former CEO of Biogen Idec's second-largest stockholder, Clearbridge Advisors. (Icahn included Posner in his slate of Yahoo! directors in 2008.)
Seven of the company's top eight stockholders (including Icahn) collectively own 40.3% of the common stock and haven't changed since the last meeting. Icahn should have a good chance of getting at least one seat, but is unlikely to get three. If he won all three seats, he would have five representatives on the board (which currently has 11 members), plus a friendly director in Posner.
Last year, Icahn's proposal to limit the board's size to 13 was voted down after receiving support from 48.2% of the outstanding shares (but 58.8% of the votes cast). This year, he is seeking to limit the number to 12, and he's likely to get the additional 2% he needs to prevail. - Kenneth Squire
Cedar Fair (NYS:FUN) (FUN)
Asset manager Neuberger Berman Group opposes the proposed sale of the amusement-park operator to an affiliate of Apollo Global Management. Under the deal, announced in December 2009, Apollo would pay $11.50 a share in cash, or approximately $635 million, and assume about $1.8 billion in debt to acquire Cedar Fair.
The proposed transaction has resulted in a lawsuit filed by an individual shareholder on behalf of all stockholders. And Q Funding III, a hedge fund, has publicly stated that it will vote against the deal. Neuberger Berman owns 5,298,851 shares (9.6% of the total outstanding), while Q Funding III has 6,642,100 (12.0%).
Tessco Technologies (NAS:TESS) (TESS)
Merchant bank and investment advisor Discovery Group wants to declassify the board of the supplier of telecommunication- and wireless-networking products and force an annual election for each director. The firm has officially submitted a shareholder proposal related to the issue for inclusion in the company's proxy statement for its 2010 annual meeting.
In a filing, Discovery Group wrote that "annual director elections would increase the accountability of Tessco's board and eliminate disincentives for its directors to proactively pursue all strategic alternatives that could unlock shareholder value."
Last year, Discovery Group tried to eliminate Tessco's poison-pill anti-takeover plan. Nonmanagement share holders voted overwhelmingly in favor of the move, but the board kept the pill in place. Insiders control approximately 34% of the company's shares. Discovery Group owns 680,092 shares (14.1%).
BioForm Medical (BFRM)
Millennium Management now owns 2,396,400 shares (5.1%). Merz Pharma Group of Germany has launched a tender offer for BioForm, at $5.45 a share.
Lifetime Brands (NAS:LCUT) (LCUT)
Grupo Vasconia disclosed that it now owns 639,000 shares (5.1%) of housewares maker Lifetime Brands. Vasconia licenses various trademarks from Lifetime, for use on products sold in Mexico and the rest of Latin America. Lifetime Brands, in turn, licenses the Vasconia name for products sold in the United States. Lifetime Brands owns approximately 30% of Vasconia's shares, which trade on the Mexican Stock Exchange.
Increases in Holdings
Barnes & Noble (BKS)
Aletheia Research & Management increased its holdings to 9,016,891 shares (15.1%), by purchasing 375,110 from Jan. 4 to Jan. 20 at prices ranging from $17.91 to $19.43 per share.
Facet Biotech (NYS:FACT) (FACT)
BVF Partners increased its stake to 3,971,121 shares (15.8%), by purchasing 271,600 from Jan. 27 to Jan. 29 at $15.69 each.
Orbitz Worldwide (OWW)
Travelport Limited boosted its holdings to 48,817,419 shares (48.3%), by purchasing 9,025,271 on Jan. 26 at $5.54 apiece. The shares were acquired directly from the company after shareholders approved a $50 million sale of stock to Travelport Limited, and a $50 million debt-for-equity swap involving PAR Investment Partners.
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.