# Wednesday, January 21, 2009
Hiland Holdings GP, LP (NDAQ: HPGP) shares remain little-changed despite receiving a takeover offer at a price substantially higher than the current market place. Harold Hamm proposed to acquire all of the outstanding common units of the company that are not owned by him at $9.50 for the LP and $3.20 for the common units.

Here's a copy of the letter:
I hereby propose the acquisition of all the outstanding common units of Hiland Partners, LP (the “Partnership”) not owned by Hiland Holdings GP, LP (“HPGP”) at a cash purchase price of $9.50 per common unit. As you are aware, I control the general partner of HPGP and, with my affiliates and the Hamm family trusts, own approximately 61% of the common units of HPGP, which in turn owns approximately 37% of the common units of the Partnership. My current intent is to structure the acquisition in the form of a merger of the Partnership with a new acquisition vehicle to be formed by me, one of my privately-held affiliates and the Hamm family trusts. I am concurrently delivering a letter to the board of directors of the general partner of HPGP proposing to acquire all of the outstanding common units of HPGP not owned by me, my affiliates or the Hamm family trusts at a cash purchase price of $3.20 per common unit (the “HPGP Transaction”).

The proposed price represents a premium of approximately 20% above the closing price of the Partnership’s common units on January 14, 2009. I believe that, if the adverse impact of commodity prices on gathering and processing fundamentals and the challenges presented by the global economic crisis persist, the Partnership will experience a meaningful decrease in future distributable cash flow and will need substantial new equity capital to remain in continued compliance with its debt covenants. Obtaining such equity capital in the current environment on acceptable terms does not appear feasible and would be significantly dilutive to current unitholders. Accordingly, I am of the view that a going-private transaction is the best strategic alternative currently available to the Partnership to maximize unitholder value during a time of significant market and industry turmoil.

I would continue as Chairman following the transaction, and I also expect that the Partnership’s senior management team and valuable employee base would remain in place. Furthermore, I anticipate continuing to run the Partnership’s business in accordance with current practice.

As the founder and controlling stakeholder of the Partnership, I believe that I am well-positioned to negotiate and complete the proposed transaction in an expedited manner with a high degree of closing certainty. No debt financing will be required to consummate this transaction or the HPGP Transaction, and neither closing will be conditioned on obtaining financing. Moreover, I do not anticipate that any regulatory approvals will be impediments to the closings. Execution of a definitive merger agreement for this transaction will be conditioned on execution of a definitive merger agreement providing for the HPGP Transaction, and closing of this transaction will likewise be conditioned on closing of the HPGP Transaction, as well as customary conditions for transactions of this type. We are preparing a proposed merger agreement that we intend to provide shortly.

I expect that you will ask the conflicts committee of the board of directors to evaluate my proposal and that both transactions will be subject to the approval of a majority of the public unitholders of each partnership. I and members of senior management who sit on the board of directors will support the referral of this proposal to the conflicts committee and its engagement of financial and legal advisors. I welcome the opportunity to present my proposal to the conflicts committee and its advisors as soon as possible. However, please be aware that I am interested only in acquiring common units of the Partnership and not in selling (or causing my affiliates to sell) interests in the Partnership.

I expect to make appropriate filings on Schedule 13D disclosing my proposals with respect to the Partnership and HPGP promptly after delivery of this letter.

This proposal is non-binding, and no agreement, arrangement or understanding between the parties with respect to this proposal or any other transaction shall be created until such time as mutually satisfactory definitive documentation is executed and delivered.

I, along with Wachovia Securities and the rest of my advisory team, look forward to working with the conflicts committee and its advisors to complete a mutually acceptable transaction that is attractive to the Partnership’s public unitholders. Should you have any questions, please do not hesitate to contact me.
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Wednesday, January 21, 2009 5:02:22 PM UTC  #     |  Trackback
# Tuesday, January 20, 2009
Southern Connecticut Bancorp Inc. (AMEX: SSE) shares opened sharply higher after a Schedule 13D filing with the SEC revealed that the firm was in talks to sell itself for more than $9.00 per share. Seidman and Associates, which owns a 6.52% stake in the company, questioned why the deal hasn’t gone through and why shareholders were not notified of the impending sale. The activist also nominated their own slate of directors to effect change and take action to unlock shareholder value.

Here’s a copy of the letter:
You have disclosed to me that the Board has received a written letter of intent, in excess of $9.00, to purchase Southern Connecticut Bancorp, Inc. (SSE).  In addition, you represented that the Board was speaking with at least two (2) additional purchasers.  You also represented that the Board has unanimously voted to sell SSE.

Your disclosures to me during our last phone conversation have left me with the impression that you and maybe some of the other Board members may now not be acting in the best interest of all the shareholders.  I cannot understand why the Board has not concluded the SSE sale.  The Board should now make full disclosure with respect to the details of the Board’s negotiations so the shareholders can evaluate the Board’s conduct.

Based upon my many conversations with you, if SSE is not sold, a change in the composition of the Board, in my opinion, is required.  Therefore, I will be nominating Neal S. Axelrod and myself for election to the Board at the next annual shareholders meeting in accordance with Section 1.13 of the SSE Bylaws.  Hopefully we can avoid a costly proxy contest.  Please contact me to discuss the issues raised in this letter.

Please distribute a copy of this letter to all of the SSE Board members.
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Tuesday, January 20, 2009 3:24:41 PM UTC  #     |  Trackback
# Friday, January 16, 2009
How would you like to know where your kids are at all times? How about receiving alerts when your pets leave the yard? Many people have heard of GPS navigation, but so-called personal location services represent an emerging trend. In fact, a recent research report found that the global market for location based services will grow at a compounded annual growth rate of 104% through 2012.

Personal locators have many unique uses, including:
  • Keeping track of children
  • Monitoring nomadic pets
  • Tracking company vehicles
  • Catching speeding teens
  • And much more…
Location Based Technologies (OTC-BB: LBAS) is a leading manufacturer of these revolutionary new products. The firm has created the smallest single-board GPS unit in the world – about the size of an Oreo – that is set to be released in the first quarter of 2009. The firm has also developed a comprehensive yet easy-to-use software solution to manage these devices from anywhere.

These devices will be made available for under $150 per unit with a basic monthly fee of less than $20 per month with multiple convenient access points. This means big opportunity for Location Based Technologies as these devices take off in popularity. They are just now being released in Europe, but rest assured, the trend will eventually make its way back to the United States.

View Location Based Technologies Research Report

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Friday, January 16, 2009 3:38:48 PM UTC  #     |  Trackback