Pogo Producting Company (NYSE:PPP) shares moved up $1.77, or 3.37%, to $49.55 today after Third Avenue Management LLC voiced their concerns about the company in a Schedule 13D filing with the SEC. This news follows previous concerns about the company's underperformance and valuation voiced by Daniel Loeb's Third Point. Combined, the two activist investors now control roughly 14% of the company's outstanding shares and have both pledged to take further action if necessary to unlock shareholder value. The significant stake in the company along with the threat of a proxy battle may finally warrant a meaningful response from the company's management and board of directors.

What issues do these hedge funds have with the company? Well, Daniel Loeb pointed out in December that the company's stock has appreciated less than half the rate of its peers for every time period in the past decade (on a cumulative basis)! Moreover, he questioned the company's Northrock Resources acquisition in Canada in which spent over $350 million (approximately 20% of the purchase price) in capital trying to improve; however, production in this segment has actually declined 10% from 30,000 barrels of oil equivalents per day to 27,000! Given these failures by management, Third Point recommended that the company immediately put itself up for sale or they would pursue a proxy battle to do it themselves.

Third Avenue Management expressed similar concerns today over the company's mismanagement and poor valuation. The hedge fund pointed out that the company's 2003 net debt has increased by more than six times and net debt per MCFE of proved reserves has increased by more than five times. While this amount of debt may be manageable, TAM pointed out that levering up during a period of historically high commodity prices could cause some major problems in the future. Next, TAM noted that company's production per share has dropped by more than 20% while, on a unit of production basis, lease operating expense has increased by 178% and G&A has tripled. The hedge fund insisted that this combination of higher debt, lower production, higher operating costs, and the underwhelming results from the company's recent acquisition of Northrock Resources were the main factors behind the poor relative performance of Pogo's stock over the last three years. And to top it all off, despite Pogo's poor performance over the past several years, the TAM noted that the company's compensation has been rising! In fact, company executives received an 11.8% increase in their base salary with a bonus that grew by 25% in 2005! The company also issued a restricted stock award valued at approximately $2 million to executives, up a staggering 55% compared to 2004! As a result of all of this, Third Avenue Management said that they would begin talks with other shareholders or take actions on their own in order to solve these problems and unlock shareholder value.

Clearly, if Third Avenue Management and/or Third Point are able to take convince the company to put itself up for sale, it could mean significant share appreciation for investors in a relatively short period of time. While we were not able to get a response yet from either of the two hedge funds, we will keep SECInvestor updated on any new information we receive. Overall, this is definitely a stock worth watching!

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Brooks Automation Inc. (NDAQ:BRKS) shares moved up $0.17, or 1.22%, to $14.08 today after Nierenberg Investment Management said that they strongly disagree with the decision made by Institutional Shareholder Services and Glass Lewis to withhold their votes from several incumbent BRKS directors. Details regarding this proxy vote were disclosed in the company's recent Schedule 14A proxy filing with the SEC. While the company's shares have stalled somewhat during recent years, the stock is trading 32% higher than its 2006 lows.

In their Schedule 13D filing with the SEC, Nierenberg noted:

"We believe that the Board of Directors of BRKS has improved dramatically the quality of its corporate governance in the past year. First, the Board announced that former Chairman and CEO Robert Therrien would not be re-nominated for another term on the Board.  Second, when the Wall Street Journal broke the story last March about the appearance of  back-dated stock option grants made to Mr. Therrien, the Board immediately appointed a special committee  of  newer, independent  directors to examine the matter and empowered the special committee to engage independent legal and accounting counsel. Later, after several months of intensive examination of the Therrien and other suspect stock option grants, the two board  members who had been the Board's compensation committee  at the time the Therrien grants were made resigned from the Board of Directors. Now BRKS' Board has a capable new Chair; the former Lead Director is no longer on the Board; and BRKS' compensation committee and its nominating and governance committee also have new Chairs. The company is publicly committed to cooperating fully with federal examinations of past option practices and to never repeating the unfortunate practices of the past. Fundamentally, we believe that BRKS has a strong balance sheet, a sensible corporate strategy, and excellent management to execute the strategy ... We believe that the formulaic approach taken by ISS and GL would, if followed in this case, cause shareholders  to withhold votes from directors who have been doing difficult work exceptionally well. We believe that doing the right thing should be rewarded, not punished."

Overall, this shareholders meeting will be one to watch closely as many large shareholders are beginning to question the company's leadership. Meanwhile, the company's stock continues to perform well into 2007 and is definitely one to keep an eye on over the next few months.

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Motorola Inc. (NYSE:MOT) shares moved up $0.16, or 6.39%, to $19.47 in early trading today after the company confirmed that it had received notice of Carl Icahn's intent to nominate himself to the board of directors at the next annual meeting. The Schedule 14A filing with the SEC offered no additional information regarding his intentions; however, we know that Carl Icahn is an activist investor that is not afraid to take action to unlock shareholder value. He currently holds a 1.39% stake in the company, which is below the reporting threshold (so no Schedule 13Ds have been filed). We believe, however, that Icahn may intend to take advantage of the company's large cash position (currently standing at around $6 per share). It is not uncommon for activist shareholders to request special dividends, share buybacks, or other measures designed to utilize extra cash to increase the stock's price. Motorola told us that all they are unaware of Mr. Icahn's intentions as stated in the filing, and would not comment on any past communications between the two. However, this is definitely a stock worth keeping an eye on!

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