Liberation Investment Disclose 6.4% Stake in Multimedia Games (MGAM), Urges Changes - 13D
In an 13D filing on Multimedia Games Inc. (Nasdaq: MGAM), Liberation Investment Group disclosed a 6.4% stake in the company. The group said on 02/02 they delivered a letter to the company expressing concern over the company's stock price and urged the company to retain an experienced investment bank to evaluate all strategic alternatives to maximize shareholder value and to expand the company's board of directors to include new independent directors. The group said if the company doesn't demonstrate progress they intend to pursue all available alternatives.
From the Purpose of Transaction section of the filing:
"The Reporting Persons believe their investment has significant potential for increased value. Representatives of the Reporting Persons have, on several occasions, discussed with the Company's management several strategies that the Company could pursue to increase shareholder value. The Reporting Persons also delivered a letter to the Company on February 2, 2006, which, among otherthings, expressed concern over the Company's stock price and urged the Company to retain an experienced investment bank to evaluate all strategic alternatives to maximize shareholder value and to expand the Company's board of directors to include new independent directors who have strong industry backgrounds and are sensitive to shareholder concerns. The Reporting Persons have also communicated to the Company that such new directors should have significant capital marketsexpertise. A copy of the letter was included in a press release issued by the Reporting Persons which is attached to this filing as Exhibit 1. The Company has yet to inform shareholders of significant progress the Company has made in implementing any of the Reporting Persons' suggestions. During the period from February 2, 2006 to date, the Reporting Persons have had numerous contacts with the Company by telephone, e-mail, and in meetings, and have discussed with management and certain board members the Company's business and progress toward addressing the concerns and issues raised by the Reporting Persons. The Reporting Persons have also provided the Company with the names and backgrounds of three potential director candidates.
If the Company does not demonstrate to the Reporting Persons that it has made meaningful progress toward addressing the suggestions and concerns communicated in their February 2, 2006 letter and subsequent contacts with management and board members, the Reporting Persons intend to pursue all available alternatives. Such alternatives could include, without limitation: communicating with other shareholders of the Company regarding the Company, its business, prospects and alternatives to maximize shareholder value; nominating one or more individuals for election to the board; making one or more proposals for adoption by shareholders (including proposals to improve the Company's governance or to amend the Company's organizational documents); seeking to call a special meetingof stockholders to elect directors and/or approve shareholder proposals; soliciting proxies in support of the election of directors and/or shareholder proposals at an annual or special meeting of shareholders; and proposing an extraordinary corporate transaction, such as a merger, reorganization, recapitalization or liquidation, involving the Company or any of its subsidiaries, or a sale or transfer of a material amount of assets of the Company or any of its subsidiaries, which transaction may involve the Reporting Persons or third parties unrelated to the Reporting Persons. The Reporting Persons may also purchase additional Common Stock in the open market, in privately negotiated transactions or otherwise; alone or in conjunction with others, seek to acquire, the Company or substantially all of its assets or outstanding securities, including by merger, tender offer or stock or asset purchase; or sell all or a portion of the Common Stock now owned or hereafter acquired by them. The Reporting Persons may also urge other persons, including, without limitation, other stockholders of the Company, to take or pursue any of the foregoing.
The Reporting Persons reserve the right to change their plans or intentions and to take any and all actions that they may deem appropriate to maximize the value of their investment in the Company in light of their general investment policies, market conditions, subsequent developments affecting the Company and the general business and future prospects of the Company.
Except as set forth above, the Reporting Persons do not have any current intention, plan or proposal with respect to: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger,reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange, if any, or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of a registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above."