ImClone Systems Incorporated (NDAQ:IMCL) has been embroiled in a battle with activist investor Carl Ichan for some time now, and things just keep heating up. The drama reached a new high today after the company released an interesting bit of information about Mr. Icahn:

"Mr. Icahn fails to tell you that only a few weeks ago he asked the Board to waive Section 203 of the Delaware General Corporation Law, which would have facilitated him buying more than 15% of the Company’s common stock without first making a tender offer to all stockholders.  He fails to tell you that the directors he now seeks to remove refused to grant him this waiver.

Mr. Icahn also fails to tell you that when a proposed acquirer told the Company a few weeks ago that it would be prepared to make an offer to acquire the Company for $36 per share in stock if Mr. Icahn would support it, he refused.

Mr. Icahn says he wants the Board to find a permanent Chief Executive Officer, but fails to tell you that he, one of his employees and one of the directors he proposes remain on the Board already constitute three of the six members of the committee tasked to find the new Chief Executive Officer.

By a majority vote, your Board determined that, although control of the Board may be in the best interests of Mr. Icahn and his affiliates, it would not be in the best interests of all stockholders.

We urge you to reject this maneuver by Mr. Icahn, who owns less than 15% of the outstanding stock, to remove six members of your Board and take over effective control of your Company and its future.  The directors Mr. Icahn seeks to remove have extensive experience and knowledge of the Company and the biotechnology industry—knowledge that would be lost if Mr. Icahn is successful.  Your Board is committed to acting in your best interests and believes that a balanced Board is better positioned than one dominated by Mr. Icahn to maximize long-term value for all stockholders." (Read Entire Letter)

Carl Icahn responded nine hours later with a convincing message to shareholders:

"1. ImClone filed a statement  today with the Securities and Exchange  Commission intimating that it turned down a bid of $35.50 for the Company as a result of my opposing it. This is in contradiction  to the Company's  statement of August 10, 2006,  indicating  that it turned  down the bid  because it was  inadequate.  It should be noted that the bid was a conditional  non-cash offer and made with the bidder's stock, which I believed was overpriced. Either the ImClone Board is now attempting to totally  mislead you or they are admitting  that they did not even have the strength of  conviction  to support a sale they believed in when an 11% stockholder  was  against  it. Are they now saying  that they wanted to sell the Company  (whose stock price had peaked at $86 per share in July 2004) for $35.50 in a non-cash transaction?  While I admit I was opposed to the bid, if the Board really  wanted to sell the  Company  at  $35.50,  it  should  have done what any self-respecting  board would have done.  They should have  accepted  the bid and then tried to convince the  stockholders  that the transaction was in their best interest and not let an 11% stockholder stand in their way.

This whole episode  points out that the Board is either unable to make decisions even if they believe  them to be in the best  interests  of  stockholders  or is currently misstating the facts solely to entrench themselves and keep themselves from being removed.

2. I  believe  that  ImClone  is  worth  more  than  $36 a share if it is run by competent people,  including  competent  high-level  management  supervised by a competent Board of Directors.  I believe in its product and its pipeline,  and I believe its other  stockholders  share that belief.  On September 14, 2006,  the Company's  investment banker called and said that the same bidder was interested in making the same  all-stock  bid at $36 with the same  conditions,  if I would favor it. I felt then that I was being  asked to comment on a non-bid but stated that if the all-stock bid were made, I still thought that the  consideration was inadequate and would vote my shares against it. In fact, no one from the Company even  contacted me to tell me that they changed their mind on the basis that the new suggested price was 50 cents higher,  nor did anyone from ImClone urge me to support the $36 possible  bid.  Had the Board really  favored a sale at $36, the Board  could  have  pursued  the  matter  and asked the  bidder to make the bid. However, I must admit I am very glad they did not." (Read Entire Letter)

Some investors are convinced that the Board is attempting a last ditch effort to save their jobs, while others contend that Carl Icahn is simply a smooth talker with a vendetta against the company. But we won't have to wait too long to find out, as the consent cards are already en-route to shareholders.

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Apple Computer, Inc. (NDAQ:AAPL)
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Joy Global Inc. (NDAQ:JOYG)
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Joy Global CFO, Donald Roof, revealed today that he had recently purchased 10,000 shares of the company's stock, valued at around $330,000. This news comes shortly after the company's CEO said that commodity prices could fall significantly (10-30%) without their customers slowing down their mining (JOGY creates and sells mining equipment). The stock was up 1% today on the news.

WorldGate Communications, Inc. (NDAQ:WGAT)
13D/A Filing by Antonio Tomasello
Antonio Tomasello revealed today in a 13D/A filing with the SEC that he now owns 7.02% of the company, up from his 6% stake disclosed earlier this year. In his original 13D filing, he stated that these transactions were for "investment purposes" only. He began acquiring share in June at around $1.40 per share through July and August for prices as low as $1.18 per share and still now at $1.70 per share.

Pier 1 Imports, Inc. (NYSE:PIR) moved lower today after the company issued a clarification to comments made by Chairman & CEO Marvin J. Girouard to the press. According to the press release:

"Mr. Girouard was quoted as saying that he predicted the chances are '50-50' that the Company's Board will reach an agreement with a buyer on a sale price. Mr. Girouard was also reported as saying that a deal would likely happen quickly. He was quoted as saying that, 'It would be in weeks, not in months.'"

The press release goes on to clarify the company's situation:

"Since May, Pier 1 has agreed to provide confidential financial data to several entities for the purpose of permitting those entities to consider a possible transaction with Pier 1, one of which was the investor to which reference was made in the articles [Jakup a Dul Jacobsen, a Danish investor who owns 9.8% of the company. See our previous article on this topic.].

To date, Pier 1 has received one preliminary indication of interest, but the entity submitting that indication of interest subsequently advised Pier 1 it would not continue further discussions with Pier 1 regarding a possible transaction. Pier 1 has had no other substantive discussions, to date, with any of the other entities regarding a possible transaction ... Pier 1 makes no prediction whatsoever as to when, if ever, Pier 1's Board will reach an agreement with respect to a proposed transaction."

Despite its large cash position, a declining free cash flow and negative margins may spell trouble for the company if it cannot find a buyer, especially after the company recently cut its dividend. Shares are currently trading down nearly 3%.

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