# Thursday, August 03, 2006
James River Coal Company (JRCC) is a coal company that mines, processes and sells regular coal (the kind used for energy). Back in February of this year, the company was issued an ultimatum by Pirate Capital (an activist hedge fund), who threatened to start a proxy war if the Board of Directors didn't comply with their demands to put the company up for sale or reform. In their 13D filing with the SEC on February 10th, Pirate Capital argued that the company's management were inexperienced and illequiped to run the company. Perhaps more importantly, Pirate insisted that the company was grossly undervalued:
"Pirate Capital has had significant discussions with investment
bankers and is highly confident that there are a number of strategic buyers
that would be interested in purchasing the Company at a substantial premium
to the current stock price.  We have been advised that such a strategic
transaction could provide existing James River investors an opportunity to
participate in the upside of a more diversified operator with a stronger
balance sheet and just as importantly, a deeper and stronger management team
better positioned to derive value from James River's assets."
And keep in mind this was written in February when JRCC sat in the $40s! At the end of their letter to the Board, they stated:
"Should the Board fail to meet Pirate Capital's demands, it is our
intention to provide the requisite advance notice to the Company of our
intention to solicit proxies to elect a slate of directors to gain control
of the Board at the Company's next annual meeting."
Well, it turns out that the board did fail to meet the demands, and Pirate released an intention to solicit proxies on July 5th through another 13D filing which provided a "Shareholder Notice of Intent to Nominate Persons for Election as Directors and to Move Certain Business" along with a "Demand for Right to Inspect Books" which would give Pirate Capital shareholder information that the need to solicit a proxy vote to institute four of their own directors. This potential hostile takeover is set to take place at the company's next annual meeting, which will be set after the company has completed analyzing Pirate Capital's proposals and intentions.

This is a great stock to keep an eye on - If a hostile takeover does successfully take place, Pirate Capital will have four of their own board appointees and will likely try and sell the company. This should result in a substancial premium over the current price, especially given Pirate Capital's average acquisition prices. Here are the filings for Pirate Capital and James River Coal Company (JRCC).

Thursday, August 03, 2006 5:54:09 PM UTC  #     |  Trackback
Have you ever wished you could look over the shoulders of Wall Street's best and brightest? Thanks to the SEC's ownership disclosure rule, it is possible for anyone to watch the most successful traders and investors in the market. This SEC rule requires anyone who acquires more than 10% of a company to disclose the number of shares they hold, the price they purchased at, and even their investment objectives. This rule applies to everyone from the successful activist hedge fund Pirate Capital to Warren Buffet himself! Let's take a look at how you can track some of today's top money managers...

The first step is finding an investor worth watching. Now, the downside of this rule is that these investors do not reveal ownership until their holdings reach 10%, so it is important to seek out those that care about the long-term, not those interested in making a quick buck (because they have already averaged in at much better prices while not disclosing ownership). One of the most popular groups to watch are activist hedge funds, like Pirate Capital or Steel Partners. These groups vigorously take over companies and work to unlock shareholder value by turning around the company, forcing share buybacks, forcing dividend payments, or selling off the company in pieces. This has resulted in 20% - 30% annual returns for Pirate Capital, and similar returns for Steel Partners. Often times savvy individual investors can catch a free ride on these forced liquidation events and dividends. Obviously the second most popular group to watch are market savvy individuals like Warren Buffet, and their companies.

There are several types of filings to keep an eye on:
  • 13D-G will let you view when the investor acquires more than 10% of a company and also the investor's investment objectives.
  • Form 4 will let you know each time the investor trades in the companies they own (more than 10%).
  • 13F will show you a holdings report for the investor along with the amount, value, and voting power of the shares they hold.
In addition to this required content, these filings can also include things such as letters to management, letters to the board of directors, shareholder demands, calls for a proxy vote, and other material that can be of enormous interest to opportunistic investors. Therefore, it is always important to read any attached exhibits.

To keep up to date with all of these filings, SECFilings.com allows you to subscribe to instant e-mail alerts. Simply add the companies, funds, and investors of interest and instantly receive notice when they file paperwork with the SEC!

Thursday, August 03, 2006 3:15:49 PM UTC  #     |  Trackback
# Wednesday, July 20, 2005

Be sure to visit all the options under "Configuration" in the Admin Menu Bar above. There are 16 themes to choose from, and you can also create your own.

 

Wednesday, July 20, 2005 7:00:00 AM UTC  #     |  Trackback