Senate filed their 13D early today. Here's the basics, to see the three letters go to the SEC doc itself. The letters are dated June 8, 11, and 18.
Cooters
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Item 4. Purpose of Transaction
The disclosure in Item 4 of the Schedule 13D is hereby amended by adding the paragraphs below as new paragraphs following the last paragraph of the current disclosure, as follows:
At meetings in May and June 2008, the Reporting Persons met with the Issuer’s management and representatives of the board of directors to discuss certain concerns they have regarding the Issuer and to discuss certain potential courses of action. At those meetings and in a subsequent telephone conversation, the Reporting Persons suggested that the Issuer implement certain corporate governance reforms, including (i) the separation of the Chairman of the Board and the Chief Executive Officer positions, (ii) the elimination of the Issuer’s classified board structure, (iii) allowing the Issuer’s directors to be removed from the board of directors for reasons other than cause, (iv) permitting the holders of a majority of the Issuer’s outstanding common stock to call a special meeting of the Issuer’s stockholders and (v) the elimination of the supermajority voting requirements with respect to the removal of the Issuer’s directors and the approval of certain amendments to the Issuer’s certificate of incorporation and bylaws. The Reporting Persons also suggested that the Issuer (i) expand the size of the board of directors to add independent directors and grant the Reporting Persons the right to appoint two members to the board of directors, (ii) pursue a potential strategic acquisition that the Reporting Persons believe would be accretive to earnings and (iii) execute a buyback of a portion of the Issuer’s common stock.
The Reporting Persons continue to remain interested in working collaboratively with the Issuer’s management and board of directors to implement the Reporting Persons’ suggestions. In the event that an acceptable resolution cannot be achieved, the Reporting Persons may in the future consider a variety of alternatives for achieving their goal of enhancing stockholder value, including contacting the Issuer, stockholders of the Issuer and/or other persons for purposes of discussing the Issuer, submitting or supporting one or more proposals for stockholder action at a special or annual meeting of the Issuer’s stockholders or pursuing negotiated transactions, tender offers, proxy contests or other similar actions. The Reporting Persons will also continue to evaluate the business, financial condition, management, and prospects of the Issuer, as well as conditions in the economy and the Issuer’s industry in general, and may consider the following additional future courses of action: (i) continuing to hold their shares of the Issuer’s common stock for investment; (ii) disposing of all or a portion of such shares of common stock in open market sales or in privately-negotiated transactions; or (iii) acquiring additional shares of common stock in the open market or in privately-negotiated transactions. However, the Reporting Persons have not made any decision whether to take any of the foregoing actions. The Reporting Persons reserve the right to participate, alone or with others, in plans, proposals or transactions of a similar or different nature with respect to the Issuer.
Attached hereto as Exhibits 1, 2 and 3 are copies of letters sent by the Reporting Persons to the Issuer’s senior management and members of the Board of Directors.
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The Reporting Persons have announced their intention to withhold their vote for all of the Issuer’s nominees for election to the Issuer’s Board of Directors at the Issuer’s upcoming annual meeting of shareholders. The Reporting Persons are discussing their plans to withhold their votes for the director nominees with a limited number of other shareholders of the Issuer, consistent with applicable securities laws and regulations. A copy of the press release announcing their intention to withhold their vote and the reasons therefore is attached hereto as Exhibit 4.
On June 13, 2008, the Reporting Persons made a filing with the Antitrust Division of the U.S. Department of Justice and the U.S. Federal Trade Commission pursuant to the Hart-Scott-Rodino Antitrust Improvements Act, as amended, fulfilling an obligation to file which arose in May 2007.
In addition, the Reporting Persons intend to make a voluntary filing to the Committee on Foreign Investment in the United States under Section 721 of the Defense Production Act of 1950, as amended, 50 App. U.S.C. § 2170, as amended, in conjunction with their ownership in and discussions with the Issuer. |
