Tuesday, August 28, 2007
Wendy's International (NYSE:WEN) has agreed to let a major shareholders have access to confidential financial information about the third-largest hamburger chain so he can decide whether or not to bid for the company, according to a Schedule 13D/A filing made today with the SEC.

Billionaire investor Nelson Peltz, who owns 9.8 percent of Wendy's, has been lobbying for a sale of the company to his own Triac which owns fast-food chain Arby's. In the past, he has indicated a willingness to pay between $37 and $41 per share in a deal worth $3.2 billion to $3.6 billion.

Wendy's agreed today to provide Peltz and Triarc with critical financial information that will enable them to evaluate a potential bid on the condition that they do not acquire any more shares in the company before December 1, 2007. Shares in the company moved up over 3 percent today on the news.

Shareholders - disappointed with the stalling share price recently - are hoping that the company can reach an agreement to be sold. Whether or not we will see an offer for the company remains to be seen, but this is definitely a stock to watch during the next few months!

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McDonald's Corporation (MCD)
Triarc Companies (TRY)
Rubio's Restaurants (RUBO)

8/28/2007 6:09:44 PM UTC  #    Comments [0]  |  Trackback
A major Fleetwood Enterprises' (NYSE:FLE) shareholder asked the board to consider selling the company to rival RV and manufactured house maker Champion Enterprises (NYSE:CHB), according to a Schedule 13D/A filing made with the SEC yesterday.

SLS Management, which owns about 11.8 percent of the company, said in a letter to the board that the company has significant intrinsic value and has taken steps to unlock value but has remained unprofitable with a high cost structure.

SLS Managing Member Scott L. Swid argued that the best solution to unlock value would be a tax-free merger with rival Champion Enterprises, which would create $600 million - or about $3/share - in value for shareholders of both companies due to an "ideal overlap" of manufacturing facilities.

"The most uniquely compelling aspect of the combination of Fleetwood and Champion is their ideal overlap of manufacturing facilities," Swid wrote. "We believe the synergies and efficiencies of this combination would result in a combined annual savings of $60 million."

The activist hedge fund believes that the combined company could close 11 plants without exiting any market, which would result in significant cost savings and improved operating efficiency. Whether or not this transaction is consummated remains to be seen, but it is definitely a stock to watch!

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Cavco Industries (CVCO)
Skyline Corporation (SKY)
Thor Industries (THO)
8/28/2007 1:57:06 PM UTC  #    Comments [0]  |  Trackback
 Monday, August 27, 2007
Problems with the mortgage and credit markets may have many individual investors worried but insiders appear confident in a turnaround. During the past eight weeks, insiders have been net sellers of a very low $300 million daily, according to their form 4 filings with the SEC. This number is down from a $470 million per day average since problems arose in July.

So, what stocks are insiders buying the most? The answer: banks and insurance companies. That's right - insiders are buying up the same stock that rest of the market is selling! In fact, not since 1995 have so many chief executives bought so many shares in their own companies as in this month. Many analysts see this as a strong buy signal and a clear indication that they are confident in a turnaround.

Among the biggest buyers were chief executives in companies like Wachovia (NYSE:WB), American Express (NYSE:AXP), CIT Group (NYSE:CIT), and American Capital Strategies (NDAQ:ACAS). Meanwhile, several mutual funds have increased their exposure in these same companies betting alongside insiders that shares will recover from their current extremely discounted levels.

In the end, the best opportunities are always present once blood is on the streets. The public is afraid, hedge funds have sold out, and now insiders are on the move buying up all the cheap shares. Opportunistic investors may now want to do the same while shares are still cheap...

Related Companies
Wachovia (WB)
American Express (AXP)
CIT Group (CIT)
8/27/2007 7:04:54 PM UTC  #    Comments [0]  |  Trackback
Tyco Electronics (NYSE:TEL) is finally beginning to catch the attention of value investors after its rough start as a public company. The Tyco spinoff is trading well off of its initial offering price, continues to be valued below its peers, and has only one analyst recommending a buy. So, why is Tyco Electronics a stock worth watching? Let's take a look...

Tyco Electronics shares are currently trading around 10% below its initial offering at around $36.50. The stock is trading at around 16x forward earnings compared to an industry average 21x, which means it is trading at a discount to its peers. This is despite a healthy cash flow with a 6% free cash flow yield. So fundamentally, this company is relatively healthy and trading at a discount to its peers.

Tyco Electronics has also seen some significant insider buying this month. Thomas Lynch purchased almost $680,000 worth of stock on August 13th while two other insiders purchased an addition $110,000 worth of stock shortly afterwards. Meanwhile the company has seen no insider selling, which indicates that insiders are confident in future prospects.

Finally, Tyco Electronics is unique in that it is a spinoff company, which have historically outperformed the overall stock market. A Thompson Financial study of spinoffs dating back to 1996 found that the average spinoff company fell during the first month but recovered to an 8% gain after six months and a 12% gain after twelve months. These returns are far in excess of average stocks!

This tendency is attributed to the fact that parent company shareholders often do not want shares in the new company and sell their shares. This unjustified selling pressure pushes down share prices despite decent fundamentals, which creates buying opportunities in the early months after a spinoff. Tyco Electronics is no different; however, the current market conditions have pushed this move even lower despite decent fundamentals. And this has created a great value play that investors are just now starting to notice!

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Tyco International (TYC)
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Protection One Inc. (PONE)
8/27/2007 2:21:54 PM UTC  #    Comments [0]  |  Trackback
H&R Block (NYSE:HRB) shareholders are gearing up for this years September 6th board meeting where they will be faced with a decision whether or not to vote for incumbent board members or a new slate of three directors proposed by ex-SEC head Richard Breeden's hedge fund, Breeden Capital Partners. Shareholders are hoping that these new directors can implement a series of changes designed to jump the company's stagnant share price.

Richard Breeden, who owns a 1.8% stake in the company, has attracted widespread support for his proposal to narrow the company's focus to just tax preparation services by divesting everything else. The company's long history of failed diversification efforts has frustrated many investors and led to a stagnant share price that has many ready for change. Among other things, Breeden demanded that the company shut down its thrift division and focus on selling off its mortgage businesses while focusing on tax preparation services.

Unfortunately, the poor credit markets might prove to be a hurdle for any move to divest. H&R Block's current deal to sell its One Mortgage unit to Cerberus Capital Management was recently delayed until December 31st, which has many worried that the deal will fall through. Meanwhile, many other financial and strategic buyers are finding it very difficult to obtain financing. The company's business units may also prove to be too small for spin-offs onto the public market.

Shareholders and analysts seem unphased, however, after three proxy advisory services recently came out in support of his candidates while other activists holding a cumulative 15% of the outstanding shares are also expected to vote in favor of change. Whether or not Breeden is successful remains to be seen; however, this is definitely a stock to watch given his past success in activist situations!

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Jackson Hewitt Tax Services (JTX)
Ameriprise Financial (AMP)
8/27/2007 1:27:08 PM UTC  #    Comments [0]  |  Trackback
 Friday, August 24, 2007
Boston Scientific (NYSE:BSX) announced in an 8-K filing with the SEC yesterday that it had refinanced its junk-level debt in a move that could help it emerge from the nearly $9 billion debt hole created by its acquisition of Guidant Corp. last year. Shareholders are hoping that restructuring move could help the company resolve its debt worries and jump its share price.

The company revealed that it used nearly $1 billion of its own cash reserves to pay down debt that was due next Spring. Shareholders expressed concerns in the past that the company may not be able to meet these obligations and now have increased confidence in the company. The S&P said it would review the company's efforts within a month to see if they qualify for a ratings change.

Boston Scientific also announced last year that it would explore a variety of different ways to unlock value for shareholders and pay down its debt, including a sale of one of its business units. One other idea floated was a spin-off of one of the company's businesses, but these ideas were ultimately shot down by management.

In the end, the refinancing should provide the company with greater financial flexibility, but the fact that they had to tap into their line of credit may limit future opportunities. Relief from this debt could finally help the company emerge from its current lull. Combined, these factors make BSX a stock worth watching.

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Johnson & Johnson (JNJ)
Medtronic inc. (MDT)
eV3 Inc. (EVVV)
8/24/2007 1:34:15 PM UTC  #    Comments [0]  |  Trackback
The Topps Company (NDAQ:TOPP) shares dropped yesterday after Proxy Governance Inc. - a company that advises shareholders - recommended a vote against a proposed $9.75 per share buyout, calling the negotiation flawed. The vote next week is expected to be extremely close as shareholders weigh their options.

The main problem with the process was a $10.75 bid by Upper Deck that was withdrawn earlier this week. The bid led many shareholders to believe that the current $9.75 offer is too low and also prompted many proxy advisory firms to view the process as flawed. In the end, many analysts believe that the offer will be rejected in hopes of a higher offer by Topps or a proxy contest to replace the board and management afterwards.

Several hedge funds have also been pushing the company's shareholders towards replacing the board and management rather than selling out. Chicago-based Dearborn Partners is one such owner that has recommended against the buyout proposal saying that shares could be worth as much as $12 to $18 per share in two years under new management.

In the end, many are expecting the buyout bid to fail and a proxy contest to replace management and the board to ensue. Some even believe that a new board and management may prompt Upper Deck to renew or increase its offer for the company in the near future. Combined, these factors make TOPP a stock worth watching!

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8/24/2007 1:15:43 PM UTC  #    Comments [0]  |  Trackback
 Thursday, August 23, 2007
E*Trade (NDAQ:ETFC) and Ameritrade (NDAQ:AMTD) are reportedly mulling a potential merger, according to several industry sources. The Wall Street Journal recently reported that the number 3 and 4 brokerages were discussing a potential union but were not close to a final offer. Many analysts and shareholders are betting that tremendous value could be unlocked through a merger.

The two companies have also found themselves under the fire of activist hedge funds looking to unlock value. Jana Partners and SAC Capital have both been pressuring the companies to pursue strategic alternatives and unlock shareholder value. These cheerleaders could eventually push the two companies towards a merger if they both remain convinced that it is a good idea.

Together the two companies would becoming the largest brokerage in the world with a combined value of $16.5 billion. Interestingly, shares in both companies rose substantially on the news and held their gains through today's trading. Whether or not these rumors turn out to be true remains to be seen, but AMTD and ETFC are definitely stocks to watch!

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Merill Lynch and Co. (MER)
Morgan Stanley (MS)
8/23/2007 9:58:18 PM UTC  #    Comments [0]  |  Trackback
Bank of America (NYSE:BAC) shares rose marginally after the company revealed that it had the troubled Countrywide with a $2 billion purchase of convertible non-voting preferred stock. The move helped the largest mortgage company in the United States to clean up its balance sheet while presenting the bank with a great opportunity to profit.

Shares in Countrywide jumped over 20 percent afterhours widening the 17 percent discount at which the preferred stock was issued. The move also underscores the severity of the subprime problem as such a large discount was required for investment. Skies are not yet clear either for Bank of America, which now holds a substantial stake in a company that has had its value roughly cut in half so far this year.

In the end, the move will help the mortgage banker stay alive for another day while presenting a great opportunity for BAC. There is also some speculation that BAC may actually be interested in acquiring the mortgage banker outright; however, that situation may face some heavy regulatory hurdles given BAC's pending $21 billion purchase of ABN Amro. Regardless, BAC is definitely a stock to watch!

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Wachovia Corporation (WB)
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Regions Financial Corp. (RF)

8/23/2007 9:44:23 PM UTC  #    Comments [0]  |  Trackback
Kintera Inc. (NYSE:KNTA) shares moved down marginally after Coghill Capital Management disclosed a ten percent stake in the company and expressed its support for a change in the role of chief executive officer.

The activist hedge fund said in a letter, "In our view, Harry's track record with respect to managing Kintera has demonstrated an ongoing inability to achieve business goals and objectives resulting in destruction of shareholder value, as well as the squandering of a considerable market opportunity for which Kintera's solution is well suited to take advantage of. Kintera's lack of acquisition integration and cost rationalization have led to massive and ongoing losses necessitating several equity financings that have been significantly dilutive to existing shareholders. Unrealized performance projections and consistent cash burn have caused the investment community to become disenchanted; as evidenced by Kintera's current $1.30 stock price (as of close on February 5, 2007), which is a fraction of the Company?s $7.00 per share IPO price in 2003.

As Harry is both the Chairman and Chief Executive of the Company, we
 are concerned that he has the ability to exert undue influence over strategic and operational decisions without meaningful checks and balances.  Further, as we view a certain level of dialogue between boards of directors and investors to be important and constructive, we are especially concerned with Kintera?s policy of prohibiting independent board member communication with the investment community. In this particular case, we view such communication to be key to catalyzing change and we support Harry's replacement with a professional manager as a necessary step to drive Kintera to sustained profitability."

Clearly, a new chief executive could help turn around the company and prevent any further deterioration in value. A turnaround CEO could even help the company further its objectives and improve its condition. Combined, these factors make KNTA a stock worth watching!

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8/23/2007 9:26:54 PM UTC  #    Comments [0]  |  Trackback