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Workshop Registration
The Reynolds Center has announced its 2009-10 free workshop schedule.
Select a workshop and register from the drop-down menu below.
Online Seminars
The Reynolds Center registration for Fall 2009 free online seminars.
Hooked on Kindle
By Chris Roush
Tracking the Business Behind the Tomato
By Jonathan Higuera
Five Questions with Bill Choyke
By Jonathan Higuera
Finding the Economy's Silver Lining
By Dick Weiss
Double Whammy: Oil and Housing
By Jennifer Hopfinger
Under the Magnifying Glass: Schedule Reading Time with Company 13Ds
By Michelle Leder
November 21, 2006
Think SEC filings are full of boring legalese that requires an English to accounting-speak translation? Then you obviously haven't been spending much time reading Schedule 13Ds.
The pedestrian-sounding name belies what is often some of the most blistering business writing out there. Need evidence? Just take a gander at this 13D filed by hedge fund manager Robert L. Chapman Jr. earlier this year. What was the target of Chapman's wrath? The directors of Vitesse Semiconductor whom Chapman believed were doing a poor job at managing the company.
While the letter started out cordially enough, it quickly turned into a screed on everything that was wrong at Vitesse. In the letter, Chapman noted that his fund, Chap-Cap Activist Partners, now owned 13 times as much Vitesse stock as the entire 7-member board of directors and that "the board's stewardship shall be proven grossly negligent, if not fraudulent." Those words -- typed in bold for extra emphasis -- were just the end of the first paragraph in a letter that stretched 11 pages and included a whopping 83 separate footnotes.
In the letter, Mr. Chapman repeatedly described three former top executives, including former Vitesse CEO Louis Tomasetta (who had been terminated after an internal investigation by a special committee of the board had determined that the executives had taken part in back-dating stock options) as "the three stooges" and ended with these words:
"I am sure that the Three Stooges have only themselves to blame ... As for you, Mr. Lewis, to quote you personally, 'You live by the sword and you die by the sword.' We suggest that figuratively speaking, you draw yours and fall upon it before Vitesse's owners are forced to do so themselves."
While not every 13D has such stinging prose, the popularity of such letters has been growing. The easiest way to check to see if a company you're covering is a target is to keep a careful eye on the boring-sounding 13D.
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Copyright © 2008 Donald W. Reynolds National Center for Business Journalism
The Reynolds Center has announced its 2009-10 free workshop schedule.
Select a workshop and register from the drop-down menu below.
The Reynolds Center registration for Fall 2009 free online seminars.
By Chris Roush
Tracking the Business Behind the Tomato
By Jonathan Higuera
Five Questions with Bill Choyke
By Jonathan Higuera
Finding the Economy's Silver Lining
By Dick Weiss
Double Whammy: Oil and Housing
By Jennifer Hopfinger
Under the Magnifying Glass: Schedule Reading Time with Company 13Ds
By Michelle Leder
November 21, 2006
Think SEC filings are full of boring legalese that requires an English to accounting-speak translation? Then you obviously haven't been spending much time reading Schedule 13Ds.
The pedestrian-sounding name belies what is often some of the most blistering business writing out there. Need evidence? Just take a gander at this 13D filed by hedge fund manager Robert L. Chapman Jr. earlier this year. What was the target of Chapman's wrath? The directors of Vitesse Semiconductor whom Chapman believed were doing a poor job at managing the company.
While the letter started out cordially enough, it quickly turned into a screed on everything that was wrong at Vitesse. In the letter, Chapman noted that his fund, Chap-Cap Activist Partners, now owned 13 times as much Vitesse stock as the entire 7-member board of directors and that "the board's stewardship shall be proven grossly negligent, if not fraudulent." Those words -- typed in bold for extra emphasis -- were just the end of the first paragraph in a letter that stretched 11 pages and included a whopping 83 separate footnotes.
In the letter, Mr. Chapman repeatedly described three former top executives, including former Vitesse CEO Louis Tomasetta (who had been terminated after an internal investigation by a special committee of the board had determined that the executives had taken part in back-dating stock options) as "the three stooges" and ended with these words:
"I am sure that the Three Stooges have only themselves to blame ... As for you, Mr. Lewis, to quote you personally, 'You live by the sword and you die by the sword.' We suggest that figuratively speaking, you draw yours and fall upon it before Vitesse's owners are forced to do so themselves."
While not every 13D has such stinging prose, the popularity of such letters has been growing. The easiest way to check to see if a company you're covering is a target is to keep a careful eye on the boring-sounding 13D.
Copyright © 2008 Donald W. Reynolds National Center for Business Journalism