Monthly Archives: March 2012

Starboard Sends Follow-up Letter to AOL

 March 30, 2012 AOL Inc.770 BroadwayNew York, NY 10003Attn: Members of the Board of Directors  To the Board of Directors, Starboard Value LP, together with its affiliates (“Starboard”), currently owns approximately 5.2% of the outstanding shares of AOL Inc. (“AOL” or “the Company”), making us one of the Company’s largest shareholders.  On February 24, 2012,…

Shareholder Wants LNB Bancorp to Repay TARP Funds

Item 4 is amended and supplemented as follows: Mr. Fedeli, a long-time investor in community banks and thrifts, purchased the Shares for investment. On August 10, 2011, in his most recent amendment to his Schedule 13D, Mr. Fedeli stated his view that the Company’s board of directors must consider ways to replace the Company’s federal…

FPR Partners Disappointed in Sealy’s Governance Practices

FPR Partners199 Fremont StreetSuite 2500San Francisco, CA 94105 March 29,2012 Mr. Gary E. MorinSealy Corporation One Office Parkway Trinity, NC 27370 Dear Gary: We were disappointed and perplexed by the Sealy board’s response to H Partners’ letter dated March 11, 2012, which raised meaningful concerns regarding immense value destruction, lack of minority shareholder representation and…

Movado Announces Special Dividend

Movado Group, Inc. has approved payment of a special cash dividend of $0.50 for each share of the Company’s outstanding common stock and class A common stock.  This dividend will be paid on May 15, 2012 to all shareholders of record as of the close of business on April 30, 2012.

Raging Capital Calls Comverge Deal a Lemon

  March 28, 2012 By Facsimile and Overnight Courier Comverge, Inc. 5390 Triangle Parkway, Suite 300 Norcross, GA 30092 Attn:       Board of Directors: R. Blake Young Nora Mead Brownell Alec G. Dreyer Rudolf J. Hoefling A. Laurence Jones David R. Kuzma John T. McCarter James J. Moore Joseph M. O’Donnell John S. Rego Dear Members…

H Partners Continues to Question KKR’s Role at Sealy

March 27, 2012 VIA EMAIL Sealy Corporation Attn: Nominating & Corporate Governance Committee One Office Parkway Trinity, NC 27370 Dear Messrs. Johnston, Morin, Replogle, and Roedel: As the concerned owner of 15.3 percent of the outstanding shares of the Sealy Corporation (“Sealy” or “the Company”), H Partners Management LLC (“H Partners”) has for the past…

Kaydon Corp Trading Ex-Div Today

  Kaydon Corp paid a special dividend of $10.50 per share yesterday and is now trading ex-dividend.  The Company has stated that it plans to maintain its regular quarterly dividend, currently $0.20 per share. It is possible, if not probable, that the market was not assigning much value to Kaydon’s large cash balance, which had…

Taconic Congratulates CA & Takes Position Below 5%

Taconic Capital Advisors LP March 19, 2012 William E. McCracken Chief Executive Officer CA, Inc. One CA Plaza Islandia, NY 11749 Mr. McCracken: We are writing to commend you on CA’s recent initiatives to increase significantly the return of capital to  shareholders. We believe the larger dividend and accelerated share repurchase are a powerful signal…

SeaChange Finally Selling Server Unit

SeaChange International, Inc. a multi-screen video software company, today announced that it has signed a definitive agreement to sell its broadcast server and storage business, allowing the Company to focus on its core software and services operations including its next generation back office, video streamers, gateway software and advertising solutions. The sale to a group of…

Adams Golf Being Acquired by Adidas Group

The adidas Group and Adams Golf, Inc. today announced that the TaylorMade-adidas Golf business segment has entered into a definitive agreement to acquire all of the outstanding shares of Adams Golf for $10.80 per share in cash. The transaction value is approximately $70 million (approximately EURO 53 million), which represents a premium of approximately 71% to…

Marshall Edwards Provides Terms of Rights Offering

Marshall Edwards, Inc., has set the record date and pricing terms for its previously announced rights offering to existing stockholders. Under the terms of the rights offering, Marshall Edwards will distribute one subscription right for each share of common stock owned to holders of record as of 5:00 p.m., Eastern time, on March 30, 2012. Each…

Delta Petroleum Could End Up a Reorg Versus 363 Sale

Delta Petroleum filed with the U.S. Bankruptcy Court an emergency motion to amend the previous order approving procedures related to the sale of substantially all of the Debtors’ assets. The proposed amendments relate to certain deadlines and a date relating to the back-up bids, and the bid procedures to allow potential bidders to satisfy certain…

Domino’s Pizza Paying Special Dividend

The Domino’s Pizza Board of Directors approved a special dividend of $3 per share, payable on April 2, 2012 to shareholders of record at the close of business on March 26, 2012 with an ex-dividend date of March 22, 2012. Shareholders who sell their shares prior to the ex-dividend date will also be selling their…

Beazer Homes USA’s Recapitalization

Beazer Homes USA, Inc. will exchange shares of its common stock for (i) any and all of its 7.50% Mandatory Convertible Subordinated Notes due 2013 (the “Notes”) and (ii) any and all of its 7.25% Tangible Equity Units.  Note holders tendered approximately $48.1 million aggregate principal amount of Notes, or approximately 84% of the principal amount of…