Imclone Systems Inc. (NDAQ:IMCL) revealed today in a 13D/A filing with the SEC today that Carl Icahn has filed his preliminary consent solicitation statement to remove Kies and others from the Board of Directors and replace them with his own nominations. This news comes after the 13.85% holder of the company announced that it would seek to remove Kies (past article).

Related Companies
Medarex, Inc. (MEDX)
Amgen, Inc. (AMGN)
OSI Pharmaceuticals, Inc. (OSIP)

Talk America (NDAQ:TALK) revealed today in a 13D filing with the SEC that Sun Capital - a 13.9% owner of the company - offered to buy the company's outstanding shares. This comes one day after another majority holder complained about Cavalier's bid being too low.

According to the filing:

"The Reporting Persons delivered today to the Board of Directors of the Company a letter proposing to acquire in an all-cash merger transaction all outstanding shares of Common Stock at $9.00 per share, subject to completion of confirmatory due diligence for a maximum period of 30 days (the 'Proposal Letter')."

In the attached letter, the company gave a comprehensive overview of their bid:

"All-Cash Consideration. Sun Capital proposes to purchase for cash all of the outstanding shares of Company Common Stock for $9.00 per share (based on the Company’s public filings which reflect approximately 31.1 million shares of Common Stock outstanding on a fully diluted basis using the treasury method). As stated above, we propose that the transaction be structured as a single-step merger (although we remain flexible with respect to transaction structure to the extent an alternative structure is feasible and in the best interests of the Company’s stockholders).  Our proposal represents an approximately 11% premium to the pending Common Stock Consideration.

No Financing Contingency. Equity financing for this transaction will be provided by one or more of Sun Capital’s affiliated funds (“Funds”). As stated above, with more than $3.5 billion in capital presently under management and the ability to invest over $800 million in any single transaction, Sun Capital currently does not need to nor does it intend to partner (or “club”) with any other equity financing sources or co-investors with respect to this transaction. Financing for the proposed transaction (including all fees and expenses) would be fully committed by Sun Capital and affiliated funds at the date definitive transaction documentation is executed by the Company.

Due Diligence.  Upon execution of a confidentiality agreement, Sun Capital’s confirmatory due diligence would need to be completed to Sun Capital’s satisfaction. Such due diligence would include meetings with management and outside auditors, and a review of the Company’s books, records and legal documents by Sun Capital and its professional advisory team.  Such confirmatory due diligence would be completed in a maximum period of 30 days and definitive documentation would be completed in tandem with that time frame.

Management. It is Sun Capital’s current preference and intention to retain incumbent senior and middle management who desire to remain with the Company and join our team. It is our intention to offer appropriate cash and/or equity incentive compensation, and to provide appropriate retention programs and welfare benefits.

Execution Speed.  Sun Capital and its professional advisors are prepared to commence due diligence immediately following execution with the Company of a confidentiality agreement.  Immediately thereafter, Sun Capital would begin good faith discussions and negotiations with the Company and the Board and definitive transaction documentation would be prepared and finalized contemporaneously.

No Regulatory Delays.  As a U.S.-based private equity firm with no foreign control persons, we do not anticipate any delays in obtaining requisite regulatory approvals for the proposed transaction, including HSR, FCC and state commission licenses.  Sun Capital will work collaboratively with the Company to obtain such approvals, including making all necessary filings immediately following the signing of a definitive transaction agreement. Subject to other customary closing conditions, we would anticipate closing a transaction as promptly as possible."

The bid represents an 11% premium over the previous bid by Cavalier Telephone Corp., which drew crticism from investors for being too low at only $8.10 per share. Investors are now speculating as to whether Cavalier will start a bidding war by upping Sun's bid. It is worth noting that the company traded as high as $10 earlier this year, which means that some large investors responsible for making these decisions may still be underwater. Fundamentally, however, the company is trading significantly above its enterprise value with a forward PE of over 80x. So, whether a bidding war happens or not remains to be seen; however, this is definitely a stock to keep an eye on.

Related Companies
AT&T, Inc. (T)
Verizon Communications (VZ)
BellSouth Corporation (BLS)

Gateway Inc. (NYSE:GTW) announced today in a Form 4 filing with the SEC that Harbinger Capital Partners had acquired 505,700 shares on September 22 on the open market, bringing their stake up to 27,155,930. This news comes shortly afterway Gateway rejected John Hui's $450 million bid for the company's retail operations and did not comment on a possible offer to acquire all outstanding shares. It is also worth noting that Richard Snyder - a company Director - purchased 139,644 shares (about 60,000 of that being an award) with on the 19th. With Hui's second offer still on the table, a buyout at a premium to the current market price remains a possibility.

Related Companies
Dell Inc. (NDAQ:DELL)
Hewlett-Packard Company (NYSE:HPQ)
International Business Machines Corp (NYSE:IBM)

Nabi Biopharmaceuticals (NDAQ:NABI) revealed today in a 13D/A filing with the SEC that activist hedge fund Third Point intends to "conduct shortly a consent solicitation in order to remove Mr. McLain and possibly one or more other directors from the Board of Directors". The fund also said it would "solicit consents in favor of a proposal requesting that one or more individuals named by the Reporting Persons be added to the Board to fill any vacancies created by the removal of directors". This news comes after the company expressed dissatisfaction with Chairman McLain after having difficulty obtaining financial records. If Third Point is successful in obtaining its Board seats it will likely seek "strategic alternatives" for the company, which may include an outright sale of the company.

Related Companies
Genzyme Corporation (GENZ)
Inhibitex, Inc. (INHX)
Gilead Sciences, Inc. (GILD)

America Talk (NDAQ:TALK)
13D/A Filing by Flagg Street Capital
Flagg Street Capital - a 9% shareholder in the company - said today that the company's proposed buyout at $8.10/share does not reflect the full value of the company. The fund told the company that they, along with other large shareholders, would like to see a buyout at a higher price.

McDonalds Corporation (NYSE:MCD)
Company Watch
Reports surfaced today indicating that Bill Ackman of Perishing Square wants to buy $2 billion more in stock and may engage in a proxy battle to help unlock shareholder value. Perishing was involved with McDonalds in the past when they tried to convince the resturant chain to spinoff some of its real estate holdings; however, the measure failed after McDonalds instead agreed to special dividends and other measures to increase shareholder value.

Nabi Biopharmaceuticals (NDAQ:NABI)
Response to Third Point's 13D/A Filing
Nabi told investors today that it had retained the Bank of America to assist it in its efforts to seek strategic alternatives in order to unlock shareholder value. The company has been under increasing pressure lately by activist hedge fund Third Point, who criticized management's lack of action in the past and resistance to providing relevent financial information to investors.

P.H. Glatfelter (NYSE:GLT)
13D Filing by Pirate Capital
The company revealed today that activist hedge fund Pirate Capital had raised its stake in the company to 5.7%. Pirate Capital is well known as a champion of shareholders that will stop at nothing to unlock value - even if it means liquidating the company. The fund also received some press lately after it failed to disclose a series of divestures in OSI Restaurants and other holdings.

Eagle Materials, Inc. (NYSE:EXP) revealed some insider buying recently in several Form 4 filings with the SEC. On September 19th, Director Lawrence Hirsch purchased 400,000 shares on the open market in a transaction worth over $14 million - a significant amount for an individual. Richard Stewart, another director, revealed yesterday that he had also purchased 1,000 shares in a transaction worth over $35,000. Does this insider buying make sense?

Well, the company is the second largest maker of drywall - the very same industry that caught Warren Buffet's interest (however he's invested in the largest producer, USG Corp.). The stock's recent declines come as a result of the slowdown in residential construction, which accounts for 40-50% of the company's drywall sales; however, the company's commercial demand remains quite strong. Last quarter, the company saw a 27% rise in revenues and a 70% rise in earnings. Finally, the stock is trading at a P/E of just 11x with a PEG ratio of 0.20 and trading significantly below its enterprise value, all of which indicates that the company is severely undervalued.

Although the residential real estate market may not be doing so well right now, this company still benefits from the commercial side of the market and is available on the cheap! This stock is definitely worth keeping an eye on!

Related Companies
USG Corporation (USG)
Florida Rock Industries, Inc. (FRK)
Trinity Industries, Inc. (TRN)

Visteon Corporation (NYSE:VC) revealed today in a 13D/A filing with the SEC that Pardus Capital had increased its stake in the company to 14.1% and is also seeking Board representation. According to the 13D/A filing, Pardus is seeking to:

"continue to engage in discussions from time to time with management, the Board of Directors, other shareholders of the Issuer and other relevant parties concerning, among other things, the business, operations, board composition, management, strategy and future plans of the Issuer. In the context of these discussions, the Reporting Persons have raised with the Issuer the possibility of an individual suggested by them joining the board, and have been informed that the Issuer has taken this matter under advisement."

This news comes just as Visteon released an 8K filing announcing that they would cut their 2006 outlook and warned on second half sales:

"Johnston and Stebbins are expected to indicate that reductions to second- half customer production levels, changing vehicle mix, and other cost factors will challenge the company's financial results for the remainder of 2006. As a result, the company does not expect to meet the financial guidance targets announced on Aug. 1, 2006. The company currently expects second half product sales to be about 10 percent lower than first half product sales of $5.7 billion."

The company also took a blow yesterday when Valeo reportedly withdrew their bid for the company without explanation, after many speculated that the company was preparing to make an offer. Although this still remains a possibility, the Valeo management refused to make comments on the matter.

Related Companies
Delphi Corporation (DPHIQ)
Dana Corporation (DCNAQ)
Lear Corporation (LEA)

Boeing Co. (NYSE:BA)
10K Watch
Boeing announced today in a press release that they had reached an agreement with FedEx (NYSE:FDX) to sell and modify almost 90 757's in a deal worth an estimated $2.6 billion. The acquisition is expected to have a strong impact on Boeing's earnings, while the startup expenses will not likely be material to the company.

Educate, Inc. (NDAQ:EEEE)
8K Filing
The company announced today that its CEO - along with several other officers and hedge funds - is offering $8 per share cash for the company in a bid to take the company private. The Board of Directors said it would review the bid in due time.

eHealth, Inc. (NDAQ:EHTH)
Ammended S-1 Filing
eHealth announced that its expected IPO price is between $10 and $12 per share with 5 million shares being sold. Lead underwriters include Morgan Stanley and Merrill Lynch.

Friendly Ice Cream Corp (AMEX:FRN)
Ammended 13D Filing
The company revealed today that The Lion Fund has consulted with the Chairman of the Board of Directors and management of the Company concerning the business, operations and future plans, and is seeking seats on the Board of Directors for Mr. Sardar Biglari and Dr. Philip L. Cooley.

Sizeler Property Investors (NYSE:SIZ)
8K Filing
Sizeler announced today that the bid from Compson Holdings is not as favorable as the previous bid from Revenue Properties Inc., taking into account all financial, legal, regulatory, and other information. This comes after an activist hedge fund involved with the company demanded a valuation.

UAL Corporation (NYSE:UAUA) - better known as United Airlines - moved up today on news that the company retained Goldman Sachs (NYSE:GS) to explore strategic alternatives. Those familiar with the situation say that the company is likely seeking a merger with Delta Airlines (DALRQ) or Continental Airlines (CAL). This news comes after UAL emerged from bankruptcy and the airline industry as a whole swung to a profit, with the help of lower fuel costs and more travellers. UAL enjoyed a share of this profit with strong performance last quarter; however, their stock remains one of the cheapest airline plays, trading at only 0.79x earnings (trailing). Any effort to unlock shareholder value could help this stock come to value at a significant premium to the current market price. Many traders are speculating that the company will require the help of a hedge fund or suitor in order to help it with any potential merger; therefore, a 13D and 8K filings would be the ones to watch as this situation unfolds.

Related Companies
Delta Airlines (DALRQ)
AMR Corporation (AMR)
Continental Airlines, Inc. (CAL)

Titan International (NYSE:TWI) revealed on Friday that Jana had upped its stake in the company to over 22%. Although Jana didn't disclose anything noteworthy in this filing, they do have a long history in the company, which may help shed light on possible motives for the acquisitions. In October 2005, Titan was the subject of a proposed buyout at $18 per share buy One Equity Partners LLC. Jana was responsible for blocking this deal, after sending a letter to the Titan Board demanding either respond to its demands or explain why $18 per share was a fair price. Jana cited several reasons for its belief that Titan shares are undervalued at $18 in a both a SC 13D filing in October and a SC 13D/A filing with the SEC in December, where the company noted:

"... Pro-forma for the acquisition of Goodyear's agricultural tires business and adjusting for the non-operating assets, the $18 offer price represents only 5.6x trailing twelve-month EBITDA. For this reason, we believe any sale of the Company should either be postponed until the benefits of the Goodyear acquisition are realized, or alternately should be at a price which more appropriately reflects the added value that will arise following the close of this acquisition. We also would like to point out that just earlier this year Company management expressed to us a concern that a private equity buyer would attempt to buy the Company for $18, which management at the time described as less than fair value.

Other events have also strengthened our view that the proposed price falls short of fair value and fails to fully reflect the strength of both the Company and general industry trends. For example, reflecting strong industry fundamentals, the stock price of one of Titan's significant customers, Deere & Co., has increased by almost 17% since October 12, 2005, the day after One Equity's offer was announced. We believe that Titan's stock would have risen during this period as well, particularly given that the outlook for North American agricultural equipment sales continues to be strong in general, were it not being held down by One Equity's low bid. In addition, Titan Europe, in which Titan holds a 29% interest, saw its stock price increase by over 15% in the days following the announcement of an acquisition which would materially increase its size and provide significant operating synergies. We believe it is reasonable to assume that were it not for the proposed sale to One Equity at $18 per share, Titan's share price would have also seen the benefit of this acquisition by Titan Europe."

Since this time, the stock has trended down from around $20 to its current levels right around the mid $17 per share. The company has made an effort to cut costs by laying off some employees, while it has made headway in its own efforts by signing several new contracts with both Deere & Co. and Grove, among others. Whether or not the company can turn itself around remains to be seen; however, this move by Jana should be encouraging for long-term investors. This is definitely a stock worth watching.

Related Companies
Goodyear Tire & Rubber Company (GT)
Nucor Corporation (NUE)