Monthly Archives: September 2012

H Partners Opposes Sealy Sale to Tempur-Pedic

September 27, 2012 Sealy Corporation Attn: Board of Directors Dear Directors: As the owner of 16.6 percent of the outstanding shares of Sealy Corporation, H Partners Management LLC is Sealy’s second largest shareholder. For the past year we have continuously voiced extensive concerns with respect to the repeated failures of Sealy’s KKR-dominated Board of Directors….

Aegis Filing on American Pacific

The Reporting Persons have acquired their Common Stock of the Issuer for investment. The Reporting Persons evaluate their investment in the Common Stock on a continual basis. The Reporting Persons have no plans or proposals as of the date of this filing which, relate to, or would result in, any of the actions enumerated in…

American Greetings Gets a Take-Private Offer

September 25, 2012 Board of Directors Ladies and Gentlemen: Since its founding over a century ago, the descendants of Jacob Sapirstein, and now the Weiss family, have guided American Greetings, including after it became a publicly traded company in 1958. After careful consideration, we have concluded that the best course of action is for American…

Clinton Group Rejects Wet Seal Board’s Settlement

September 19, 2012 Board of DirectorsThe Wet Seal, Inc.26972 BurbankFoothill Ranch, CA 92610 RE: Unsatisfactory Settlement Terms  Gentlemen: I write on behalf of Clinton Spotlight Fund, L.P. and its affiliates (“Clinton”), which are the owners of 6.9% of the common stock of The Wet Seal, Inc. (“Wet Seal” or the “Company”). As you know, Clinton is…

Starboard Sends Letter to Office Depot’s Board

Item 4. Purpose of Transaction.The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or…

Learning Tree Gets a $5.25 Per Share Cash Offer

David and Mary Collins 3876 Learning Tree Lane Delaplane, Virginia 20144 September 14, 2012 Board of Directors Learning Tree International, Inc. Dear Sirs: David and Mary Collins and their affiliates (the “Collins Parties” or “we”) are writing to express our interest in acquiring all of the outstanding equity of Learning Tree International, Inc. (the “Company”)…

Discovery Group Files 13D on GAIN Capital

The language is boiler-plate but the price chart looks very interesting (from a distress perspective, anyway) and the stock is trading at tangible book value.  “The Reporting Persons acquired beneficial ownership of the shares of Common Stock reported herein as part of their investment activities on behalf of the Partnerships.  The Reporting Persons acquired the shares…

Gabelli Urges Gaylord Ent to Spin-Off Assets

On September 12, 2012 GAMCO sent a letter to the Issuer announcing that at the Issuer’s upcoming September 25, 2012 Special Meeting of Stockholders, the Reporting Persons will vote those shares of the Issuer over which they have voting authority against the Issuer’s proposed REIT conversion.  (Click on link below to read the letter) http://www.sec.gov/Archives/edgar/data/807249/000080724912000281/get_39.pdf

Red Lion Hotels Suspends Strategic Review

  In March 2012, the board of directors of Red Lion Hotels retained BofA Merrill Lynch as its financial advisor in connection with its exploration of strategic alternatives, including, among others, a potential sale of the company or a strategic combination with a third party.  The board formed a Strategic Alternatives Committee, comprised solely of…

Unconfirmed but Dole Appears Close to a Deal

Itochu Corp is set to buy Dole Food Co Inc’s global canned-fruit and juice-beverage processing operations, as well as its Asian fruit and vegetable business for an estimated $1.7 billion, the Nikkei business daily reported.  The Japanese trading house and Dole Food aim to reach an agreement this month, targeting the buyout’s completion during the current fiscal year,…

Icahn Threatens Navistar’s Board

  Dear Fellow Navistar Shareholders: In its September 10 press release the Navistar Board dismissed my September 9 letter as “threats, attacks and disruption rather than continuing constructive engagement”.  As that Board is well aware, I have a $330.9 million investment in Navistar, a company with a market capitalization that has fallen from just under…

Brookfield States its Position on General Growth

September 10, 2012 To:           The Shareholders of General Growth Properties Inc. (“GGP” or the “Company”)  c/o The Board of Directors Recently, Pershing Square published letters to the board of directors of GGP seeking, among other things, a sale of the Company and making a number of comments related to Brookfield’s interest in GGP. As such,…

General Growth Rejects Ackman’s Call to Sell the Co

Dear Mr. Ackman:  We have received your August 23 and 27, 2012 letters.  General Growth Properties, Inc. (“GGP”) regularly engages with and considers input from its shareholders.  Your letters have highlighted the increase in shareholder value over the past couple of years and have identified the start of operational improvements under the current management team. …

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