Thursday, August 31, 2006

Millenco Discloses 5.8% Stake in Ryan's Restaurant (RYAN), Continues to Review Proposed Merger

In a 13D filing on Ryan's Restaurant Group Inc. (Nasdaq: RYAN), Millenco, L.P. disclosed a 5.8% stake (2.4 million shares) in the company. In the filing, Millenco said it is continuing to evaluate its options with respect to the proposed merger with Buffets, Inc., which was announced on July 25th.

In July, Buffets, Inc. agreed to acquire Ryan's Restaurant in a cash transaction valued at approximately $876 million, including debt that will be assumed or repaid at or prior to closing. Ryan's shareholders will receive $16.25 in cash for each common share they own, which represented an approximate 45% premium over Ryan's closing share price on July 24th, the day before the announcement.

Shares of Ryan's Restaurant are flat at $15.80 in mid-day action Thursday.

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Wednesday, August 30, 2006

Barington Capital Thinks Lone Star Steakhouse (STAR) Takeover Price Is Too Low

In an amended 13D filing on Lone Star Steakhouse & Saloon Inc. (Nasdaq: STAR), large shareholder Barington Capital disclosed a press release noting that, based on its analysis, it believes that the $27.10 per share merger agreement recently entered into by the company fails to provide adequate value to the Company's stockholders.

Barington said that Lone Star's stock has traded higher than the transaction price less than three months prior to the date the deal was announced.

Barington also notes that CL King & Associates' analyst Michael Gallo has reported that the $27.10 share price looks low in their view and that Oppenheimer & Co. analyst Michael Smith currently rates Lone Star a buy with a 12-month price target of $32 a share.

Chairman and Chief Executive Officer of Barington Capital, James A. Mitarotonda, said, "We intend to thoroughly review the transaction and all alternatives available to the Company."

Barington represents a group of investors that owns, in the aggregate, approximately 9.4% of the outstanding common stock of the Company.

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Tuesday, August 29, 2006

Pirate Capital Increased its Stake in CEC Entertainment (CEC) to 9%

In an amended 13D filing on CEC Entertainment Inc. (NYSE: CEC), Pirate Capital disclosed a 9% stake (3 million shares) in the company. This is up from the 7.3% stake the hedge fund disclosed in a past 13D filing (07/17).

Consistent with its investment style, Pirate noted in the original 13D filing (04/20) that they "intend to review their investment in the Issuer on a continuing basis and may engage in discussions with management, the Board of Directors, other shareholders of the Issuer and other relevant parties concerning the business, operations, board composition, management, strategy and future plans of the Issuer."

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Warburg Pincus Raises Stake in Nuance Communications (NUAN) to 23.5%

In an amended 13D filing with the on Nuance Communications, Inc. (Nasdaq: NUAN), Warburg Pincus LLC disclosed a 23.5% stake (42.3M shares) in the company. The investment firm noted that from August 14, 2006 through August 29, 2006, they acquired 1,706,000 shares of Common Stock in open market purchases.

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Fine Capital Partners Raises Stake in RedEnvelope (REDE) to 7.46%

In an amended 13D filing on RedEnvelope Inc. (Nasdaq: REDE), Fine Capital Partners disclosed a 7.46% stake (716K shares) in the company. This is up from the 5.9% stake the firm disclosed in their original 13D filing.

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Bally Total Fitness (BFT) Higher Following Confidentiality Agreement With Another Large Holder

In an amended 13D filing this morning on Bally Total Fitness Holding Corp. (NYSE: BFT), 11% holder Liberation Investments confirmed that they entered a confidentiality agreement with the company making available certain information relating to the Company’s business, products, markets, condition, operations, assets, liabilities, results of operations, cash flows and prospects.

Liberation said following the review of the material they, "may determine to attempt to arrange or participate with third parties in an extraordinary corporate transaction with respect to the Company, such as an acquisition, a sale of all or substantially all of the Company’s assets, a reorganization, a recapitalization, or a significant debt or equity investment."

Last Friday, Bally entered into a similar agreement with its largest holder Pardus Capital (14.8%).

Earlier in the month, Bally CEO Paul Toback resigned and the company said it was no longer for sale following a long strategic review.

Shares of Bally Total Fitness are up 10.5% to $2.95 in early action Tuesday.

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T2 Partners Raises Stake in Celebrate Express (BDAY) to 9.1%

In an amended 13D filing on Celebrate Express, Inc. (Nasdaq: BDAY) after the close, T2 Partners Management disclosed a 9.1% stake (709K shares) in the company. This is up from the 7.4% stake the firm disclosed in a past 13D filing (08/17).

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Monday, August 28, 2006

The Goldman Sachs Group Changes Filing Status on Inphonic (INPC) to 13D

The Goldman Sachs Group changed its filing status on Inphonic, Inc. (Nasdaq: INPC) from 13G to 13D. The firm disclosed a 13.9% stake (5 million shares) in the company, which is unchanged from the 08/10 13G filing.

From the Purpose of Transaction section of the filing:

"As part of the ongoing evaluation of this investment and investment alternatives, the Filing Persons and their affiliates may consider any or all of the following: (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 of directors; (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 or bylaws or other actions which may impede theacquisition 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 or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) causing a class of equity securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to any of thoseenumerated above."

Hedge Fund Farallon Capital Raises Stake in Michaels Stores (MIK) to 5.2%

In a 13D filing on Michaels Stores, Inc. (NYSE: MIK), hedge fund Farallon Capital disclosed a 5.2% stake (6.9 million shares) in the company. This is up from the 2.1 million share stake the firm disclosed in a quarterly filing with the SEC.

The hedge fund noted in the filing that they "may engage in communications with one or more shareholders of the Company, one or more officers of the Company and/or one or more members of the board of directors of the Company regarding the Company, including but not limited to its operations."

On June 30th, Michaels Stores agreed to be acquired by private equity firms Bain Capital and The Blackstone Group for $44 per share. Shares of Michaels Stores closed at $43.01 per share on Monday.

Eminence Capital Raises Stake in Napster (NAPS) to 8%

In a 13D filing on Napster Inc. (Nasdaq: NAPS) Eminence Capital LLC disclosed an 8% stake (3.6 million shares) in the Company. This is up from the 2.145 million share stake the investment firm disclosed in a quarterly filing with the SEC.

The investment firm noted in the filing that they, "may pursue discussions with management in an effort to maximize long-term value for shareholders."

Hedge Fund Farallon Capital Raises Stake in Mills Corp (MLS) to 10.9%

In an amended 13D filing on Mills Corporation (NYSE: MLS), Farallon Capital disclosed a 10.9% stake (6.145 million shares) in the company. This is up from the 9.6% stake the hedge fund disclosed in a July 27th 13D filing.

From 08/09-08/18 the investment firm bought 389,100 shares at prices from $15.16-$22.27.

The embattled mall developer recently got a boost after announcing a deal with Colony Capital and Kan Am to build and finance the Meadowlands Xanadu development project.

In February, Mills retailed Goldman Sachs and JP Morgan as financial advisors to explore strategic alternatives. The Xanadu news could make the Mills a more attractive takeover target.

Pirate Capital Sells "Big Stake" in OSI Restaurant (OSI) - Dow Jones

According to reports from Dow Jones, Pirate Capital has sold a "big stake" in OSI Restaurant Partners, Inc. (NYSE: OSI) citing a letter from the hedge fund to investors dated Aug 21st.

In June, Pirate Capital disclosed a 5.3% stake in OSI Restaurant in a 13D filing and sent a letter to OSI, urging the board of directors to undertake measures to enhance long-term shareholder value.

The news that the hedge fund has sold a large stake could end speculation Pirate would launch a proxy fight with the company.

OSI Restaurant Partners operates 931 Outback Steakhouses, 209 Carrabba's Italian Grills, 108 Bonefish Grills, 41 Fleming's Prime Steakhouse and Wine Bars, 22 Roy's, four Lee Roy Selmon's and 35 Cheeseburger in Paradise restaurants in 50 states and 21 countries internationally.

Chapman Capital Discloses 8.9% Stake in Glenayre Technologies (GEMS), Demands Sale

In a 13D filing last Thursday on Glenayre Technologies, Inc. (Nasdaq: GEMS), Chapman Capital LLC disclosed a 8.9% stake (6.1 million shares) in the company and demanded a sale of the company.

Robert L. Chapman, Jr., Managing Member of Chapman Capital LLC, commented, "Chapman Capital demands that Glenayre Technologies, following the divestiture of Glenayre Messaging, conclude a full scale auction of the Company, including the exploration of EDC CEO Mr. James Caparro putting his own capital at risk via an acquisition proposal of his own."

From the Purpose of Transaction section of the filing:

"On August 14, 2006, Mr. Chapman engaged in a scheduled conference call with Mr. Clark H. Bailey and Mr. James Caparro, Chairman/CEO and CEO/President of the Issuer and Entertainment Distribution Company, LLC, respectively, regarding various operational and strategic matters related to the Issuer. Mr. Chapman vehemently advised that the Issuer (for the benefit of all of its owners) consummate a two-step strategic process before year-end 2006: 1) Belatedly divest its cash burning, enterprise diluting Glenayre Messaging business; and 2) rectify Mr. Caparro's egregiously irregular compensation arrangement by selling to Mr. Caparro (and reported former EDC buyout partner Apollo Advisors, L.P.) the residual EDC business via an acquisition of the Issuer in its entirety. Given the low-mid single digit EBITDA multiple implied for EDC, Chapman Capital believes that an acquisition price of the Issuer (sans Glenayre Messaging) at a significant premium is highly feasible.

During the August 14, 2006 conference call, Mr. Bailey made certain comments that have led Chapman Capital to launch a separate investigation that remains in its final stages. Chapman Capital expects to release to the public the results of both investigations in September 2006 as a part of an amendment to this Schedule 13D."

Noonday Asset Discloses 5.5% Stake in Maverick Tube (MVK)

In a 13D filing last Thursday on Maverick Tube Corp. (NYSE: MVK), Noonday Asset Management disclosed a 5.5% stake (2.02 million shares) in the company. This is up from the 1.33 million share stake the firm disclosed in a past quarterly filing with regulators.

From the Purpose Of The Transaction section of the filing:

"...consistent with its investment purpose, each Reporting Person at any time and from time to time may acquire additional Shares or dispose of any or all of its Shares..." and "Also, consistent with their investment intent, the Reporting Persons may engage in communications with one or more shareholders of the Company, one or more officers of the Company and/or one or more members of the board of directors of the Company regarding the Company, including but not limited to its operations."

Buffett's Berkshire Hathaway Raises Stake in USG Corp (USG) to 17.8%

In an amended 13D filing with the SEC last Thursday on USG Corp. (NYSE: USG), Warren Buffett's Berkshire Hathaway disclosed a 17.8% stake (15.96 million shares) in company. This is up from the 16.5% stake the firm disclosed in a past filing.

From August 10, 2006 through August 22, 2006, the investment juggernaut disclosed it bought 1,099,418 shares of USG Common Stock through open market purchases.

On 08/10 the firm bought 118,500 shares at $46.01, on 08/11 the firm bought 23,500 shares at $46.03, on 08/21 the firm bought 567,218 shares at $45.92, and on 08/22 the firm bought 390,200 shares at $45.97.

Prides Capital Partners Raises Stake in PhotoMedex (PHMD) to 6.9%

In a 13D filing mid-day Friday on PhotoMedex, Inc. (NASDAQ: PHMD), Prides Capital Partners disclosed a 6.93% stake (3.64 million shares).

The investment firm disclosed that during the past 60 days they acquired about 1.08 million shares at prices from $1.00-$1.20.

From the 'Purpose of Transaction' section of the filing:

"consistent with the investment purpose, the Reporting Persons have and may continue to engage in communications with one or more shareholders of the Issuer, one or more officers of the Issuer, one or more members of the board of directors of the Issuer, and/or one or more representatives of the Issuer regarding the Issuer, including but not limited to the Issuer’s operations, business plans, prospects, management, governance, financial results, and equity plans. The Reporting Persons may discuss ideas that, if effected, may result in any of the following: the acquisition by persons (including the Reporting Persons) of additional Common Stock of the Issuer, an extraordinary corporate proposal or transaction involving the Issuer, and/or changes in the board of directors or management of the Issuer."

Wednesday, August 23, 2006

A Short Break in the Action

Hi all, I'm taking my first vacation (mini-vacation) in 6-years. I will be back on Monday.

I hope everyone is enjoying the blog. We've been receiving some nice press lately (thanks James at TheStreet.com) and the word is spreading. Please send any tips/suggestions to me at Lon@streetinsider.com

Best,
Lon

Pirate Capital Raises Stake in PW Eagle (PWEI); Enters Trading Plan to Purchase Up to $30M Shares

In an amended 13D filing on PW Eagle Inc. (Nasdaq: PWEI), Pirate Capital discloses a 21.2% stake in the Company. This is up from the 20.3% stake the firm disclosed in a past filing.

In the filing, Pirate Capital disclosed that on August 22, 2006 they entered into a trading plan with respect Shares of the Issuer that complies with Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934. The Trading Plan is effective from August 22, 2006 to February 22, 2007 and provides for the purchase of up to $30,000,000 of Shares (including commissions).

Tuesday, August 22, 2006

Hall Phoenix/Inwood Raises Stake in RadioShack (RSH) to 6%

In an amended 13D filing late Monday on RadioShack Corporation (NYSE: RSH), Hall Phoenix/Inwood disclosed a 6% stake (8.2 million shares) in the Company. This is up from the 5.6% stake (7.6 million shares) the firm disclosed in a past filing. The group purchased 587,000 shares in the open market from 07/20-08/09 at prices from $15.38-$16.89.

Hall Phoenix/Inwood, Ltd. is a Texas limited partnership that invests in public and private investment opportunities.

From the 'Purpose of Transaction' section of the filing (unchanged from past filing):

"The Reporting Persons intend to review their investment in the Issuer on a continuing basis and representatives of the Reporting Persons may from time to time engage in discussions with management, the Board of Directors, other shareholders of the Issuer and other relevant parties concerning the business, operations, board composition, management, strategic direction, corporate governance, strategy and future plans of the Issuer (initially, the Reporting Persons view favorably the Issuer’s appointment of Julian Day as Chairman and CEO). Depending on various factors, including, without limitation, the Issuer’s financial position and strategic direction, the outcome of the discussions and actions referenced above, actions taken by the Board of Directors, price levels of the Shares, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, purchasing additional Shares, selling some or all of their Shares or similar transactions with respect to the Shares, seeking representation on the Issuer’s Board of Directors, seeking otherwise to influence the management of the Issuer and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D."

ValueAct Capital Raises Stake in MDS Inc. (MDZ) to 8.7%

In an amended 13D filing after the close Monday on MDS Inc. (NYSE: MDZ), ValueAct Capital disclosed an 8.7% stake (12.5 million shares) in the Company. This is up from the 7.7% (11 million share) stake the firm disclosed in a past filing.

From the Purpose of Transaction section of the filing (unchanged from past filing):

... "In pursuing such investment purposes, the Reporting Persons may further purchase, hold, vote, trade, dispose or otherwise deal in the Common Stock at times, and in such manner, as they deem advisable to benefit from changes in market prices of such Common Stock, changes in the Issuer's operations, business strategy or prospects, or from sale or merger of the Issuer. To evaluate such alternatives, the Reporting Persons will routinely monitor the Issuer's operations, prospects, business development, management, competitive and strategic matters, capital structure, and prevailing market conditions, as well as alternative investment opportunities, liquidity requirements of the Reporting Persons and other investment considerations. Consistent with its investment research methods and evaluation criteria, the Reporting Persons may discuss such matters with management or directors of the Issuer, other shareholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other investors. ..."

Flagg Street Capital Raises Stake in Talk America (TALK) to 9.2%

In a 13D filing on Talk America Holdings, Inc. (Nasdaq: TALK) Flagg Street Capital LLC disclosed a 9.19% stake (2.8 million shares) in the company. This up from the 5.07% stake (1.5 million shares) the firm disclsoed in a May 13G filing.

From the 'Purpose of Transaction' section of the filing:

"As opposed to its investments in securities in other companies in which the Reporting Persons may be discussing their views on such investments with management and other shareholders of the issuers of those securities, but where the Reporting Persons currently have a passive investment intent, the Reporting Persons intend to engage far more actively in communications with one or more directors and/or officers of the Issuer and/or one or more members of the board of directors of the Issuer and may also communicate far more actively with one or more shareholders of the Issuer regarding the Issuer, including, but not limited to its operations, structure, strategic alternatives and potential strategies to maximize shareholder value."

Jana Partners Continues Buying Houston Exploration (THX) After Offer Shot Down

In an amended 13D filing on Houston Exploration Co. (NYSE: THX) after the close Monday, Jana Partners disclosed a 14.8% stake (4.1 million shares) in the company. This is up from the 12.8% stake (3.7 million shares) the firm disclosed in a past filing.

On June 12, the hedge fund sent a letter to Houston Exploration's Board proposing to purchase the Company for $62 per share. In response to the offer, Houston Exploration's board said the unsolicited offer from JANA Partners was not in the best interest of its shareholders.

On June 26, the Company announced that its Board of Directors has engaged Lehman Brothers Inc. to assist the Company in exploring a broad range of strategic alternatives.

Monday, August 21, 2006

Harbert Management Discloses a 10.2% Stake in Gateway (GTW), Seeking to Enhance Shareholder Value

In a 13D filing this morning on Gateway Inc. (NYSE: GTW), Harbert Management disclosed a 10.2% stake (37.8 million shares) in the company. On August 21, 2006, the Master Fund, the Special Fund and Firebrand submitted a letter to the Issuer's Chairman and interim CEO to offer the board and management assistance in their efforts to enhance shareholder value.

In the letter the group said, "The motivation for our investment in Gateway can be distilled to one simple thesis; there is nothing wrong with Gateway that can't be fixed with what's right with Gateway."

The group also said, "We believe our backgrounds with consumer brands as founders, CEOs and strategic investors can add horsepower to your current efforts to recruit the best possible leadership. In addition, we can aid your efforts to articulate and reinforce Gateway's brand associations resulting in tangible differentiation that we believe will translate to increased margins."

A Copy of the Letter:

August 21, 2006

Richard D. Snyder
Chairman and Interim Chief Executive Officer
Gateway, Inc.
7565 Irvine Center Drive
Irvine, CA 92618

Mr. Snyder:

I hope this letter finds you well. On behalf of Firebrand Partners and Harbinger Capital Partners, I'm writing to request the opportunity to meet with you to discuss how we can assist in your, and the board's, effort to drive the business and build value at Gateway.

We are a group of investors who beneficially own in excess of 10% of the outstanding common stock of Gateway, Inc. The motivation for our investment in Gateway can be distilled to one simple thesis; there is nothing wrong with Gateway that can't be fixed with what's right with Gateway. We believe that the firm's brand equity, heritage of innovation, and retail channel strength, position the firm to be a leader in the evolution toward design-driven, user-friendly, media facile PCs.

We believe our backgrounds with consumer brands as founders, CEOs and strategic investors can add horsepower to your current efforts to recruit the best possible leadership. In addition, we can aid your efforts to articulate and reinforce Gateway's brand associations resulting in tangible differentiation that we believe will translate to increased margins.

We hope our investment and background(s) reflect the expertise and resolve we can bring to Gateway and its shareholders. We've spent a great deal of time researching the brand and are enthusiastic about our investment and the prospect of committing time and effort to help you in your endeavors. I will reach out to you in the next couple of days in hope of setting up a meeting as soon as mutually convenient. If needed, I can be reached at XXX-XXX-XXXX.

Regards,
Scott Galloway
Scott Galloway, Firebrand Partners

Barington Group Discloses 5.6% Stake in Warnaco Group (WRNC); Seeking to Improve Shareholder Value

The Barington Group said it has filed a Schedule 13D with the SEC disclosing that it now collectively holds approximately 5.6% of the common stock of The Warnaco Group, Inc. (Nasdaq: WRNC). In its Schedule 13D filing with the SEC, Barington stated that it believes Warnaco to be undervalued and that it wishes to engage in discussions with the Company's senior management concerning measures that it believes will improve shareholder value for the benefit of the Company's stockholders.

In its filing, Barington said such measures include, but are not limited to:

-the improvement in execution by the Company's senior management team and oversight provided by its Board of Directors in light of what Barington believes to be a string of recent operating disappointments temming from (a) the recently announced financial restatement caused by accounting issues at the Company's Chaps division and swimwear segment, and the resulting Securities and Exchange Commission informal inquiry, (b) disruptions and excess costs associated with poor implementation of SAP at the Company's swimwear segment, and (c) missed revenue growth and gross margin targets;

- a substantial reduction in equity grants, including stock options and restricted stock, which have averaged 5.0% annually or a staggering 17.6% cumulatively of the Company's shares outstanding over the past three and one-half fiscal years;

- the improvement in gross and EBITDA margins, which currently trail peer averages by approximately 800 and 600 basis points, respectively, through a reduction in SG&A and corporate expenses and better merchandising;

- the disposition of non-core brands and licenses, especially in underperforming divisions of the Company's intimate apparel and swimwear segments; and

- the exploration of alternatives, including, without limitation, the possible sale of the Company.

Friday, August 18, 2006

Pirate Capital LLC Raises its Stake in Pep Boys (PBY) From 8.3% to 9.8%

In a 13D filing on Pep Boys (NYSE: PBY), Pirate Capital LLC disclosed a 9.8% stake (5.3 million shares) in the company, this is up from the 8.3% stake the firm disclosed in a past filing.

Pirate Capital has been calling for a sale of the company, a process which ended on Tuesday (08/15) with no transaction.

Interesting to note is that Pirate added a large portion of the new shares purchased even after the news of the failed auction. The firm disclosed purchases of 504,718 shares from 08/16-08/17.

Pirate could be encouraged that Pep Boys has committed to revisiting strategic alternatives when operating results have improved.

Thursday, August 17, 2006

RR Donnelley (RRD) Holder Atlantic Investment Wants a $3B Buyback Versus Takeover

In an amended 13D filing on RR Donnelley & Sons Co. (NYSE: RRD), Atlantic Investment Management disclosed a 5% stake (10.8 million shares). The firm sent a letter to the company, saying it continues its active discussions with management to maximize shareholder value.

In light of recent reports of a bid by one or more private equity groups, the firm underscored the importance of their past proposal to engage in a large share repurchase program

The firm also suggested the $36-$40 per share takeover price would be "unacceptable", saying the company's responsibility is to evaluate all avenues for long term shareholder value enhancement.

The firm revised their proposal from December 2005, which called for a $1 billion share buy back, and now urges the Board to consider a $3 billion share buy back plan.

A Copy of the Letter:

August 17, 2006

Mr. Stephen M. Wolf

Chairman

R.R. Donnelley & Sons Company

111 South Wacker Drive

Chicago, Illinois 60606

Dear Mr. Wolf:

As you may know, we are one of R.R. Donnelley's (RRD) largest shareholders with over 10.8 million shares and, as such, we share a keen interest with you and RRD's Board of Directors to maximize RRD's shareholder value over the long term.

In light of recent news reports indicating that a bid by one or more private equity groups may be forthcoming, I am writing you to underscore the importance of our December 2005 proposal (please see our 13D filing of January 27, 2006 for details) to engage in a large share repurchase program. Such a program would leverage the value of RRD to the company's current shareholders.

To us, the sell-side suggested potential takeover price (mostly ranging from $36to $40 per share) would be unacceptable, given that you would be handing over the majority of the potential appreciation for RRD's shareholders to a financial buyers group. You have a fiduciary responsibility to all current RRD shareholders to evaluate all avenues for long term shareholder value enhancement. I am sure that this is your and CEO Mark Angelson's focus and intent as well. However, the potential of one or more (presumably) unsolicited bids has accelerated the need for bold and immediate action

Therefore, we hereby revise our proposal from December 2005, which called for a$1 billion share buy back. We now urge the Board of Directors to consider a $3billion share buy back plan, which should be implemented as promptly and cost-effectively as possible. The $3 billion share buy back represents about half the senior debt that a financial buyers group would put on the RRD businesses (we assumed a $40 per share deal with 25% equity, 50% senior debt and25% high yield debt).

Excessive concern over the reaction of debt rating agencies (about which the potential financial buyers of RRD will not be concerned) and maintaining nearly unlimited financial flexibility to make acquisitions will now have to be considered secondary to the importance of doing what is right for all current shareholders of RRD.

We urge you to protect current shareholders from losing most of the upside in their RRD investment to a newly interested financial buyers group, particularly those shareholders who have been patient for the past several years, waiting for an adequate return on their investment. The $3.0 billion buy back plan we are suggesting would retire about 87 million RRD shares (or about 40% of current shares outstanding) and increase EPS in 2007 by an incremental 27% to $3.45.Please see the attachment for details.

At the midpoint of a previously achieved, and well-deserved, P/E multiple in a range of 12-15x, RRD shares might trade above $46 per share in the next year. In addition, we believe that the post buy back level of debt will still allow the company to maintain solid credit ratings and have sufficient financial flexibility for accretive add-on acquisitions.

I trust that you and the Board of Directors will make the right decision for shareholders at this crucial juncture in RRD's history.

Sincerely,

Alexander J. Roepers

President

T2 Partners Supports Celebrate Express (BDAY) Shareholder Value Committee

In a 13D filing on Celebrate Express, Inc. (Nasdaq: BDAY), 6% holder T2 Partners Management said they have reviewed and support the recommendations of The Celebrate Express Shareholder Value Committee as detailed in their Schedule 13D filing on August 9, 2006.

In the filing, the Shareholder Value Committee notified the Company that they intend to propose a slate of three nominees for election to the Board at the 2006 Annual Meeting of Shareholders, which they expect will be held in October.

Wednesday, August 16, 2006

ePlus (PLUS) Holder Hovde Capital Wants Two Board Seats Created

In an amended 13D filing on ePlus Inc. (Nasdaq: PLUS), 15.5% holder Hovde Capital Advisors LLC disclosed that it sent a letter the company which requests the company to create two additional seats on its board of directors and appoint two persons nominated by the Hovde to fill these seats.

From the 'Purpose of Transaction' section of the filing:

"In light of, among other things, the preliminary findings of the Audit Committee with respect to certain of the Issuer's stock option grants, the statements of the Issuer regarding the actions it will take to address these findings, and the disappointing performance of the Issuer's stock, the Reporting Persons propose to change the present board of directors of the Issuer. Specifically, the Reporting Persons have sent a letter to Mr. Norton, dated August 15, 2006, by overnight courier to be delivered on August 16, 2006, which requests the Issuer to create two additional seats on its board of directors and appoint two persons nominated by the Reporting Persons to fill these seats. The Reporting Persons believe that by nominating two independent directors to the Issuer's board, the interests of the Issuer's non-management shareholders will be better served. Specifically, the Reporting Persons believe that the Issuer's shares are undervalued in the market and that, by actively participating in the Issuer's corporate governance, the Reporting Persons can assist the Issuer in enhancing the value of these shares."

Nabi Biopharma (NABI) Holder Third Point LLC Wants BofA Empowered to Sell the Company

In an amended 13D filing on Nabi Biopharmaceuticals (Nasdaq: NABI), 9.5% holder Third Point LLC disclosed a letter sent to the Board of Directors of NABI asking them to empower investment bank Bank of America to sell the Company.
A Copy of the Letter:

c/o Mr. Thomas E. Rathjen

Vice President,

Investor Relations

Nabi Biopharmaceuticals

5800 Park of Commerce Boulevard, N.W.

Boca Raton, Florida 33487

Dear Directors: "We will provide ... our shareholders with superior growth and value."
I ask each director to consider whether during your tenure on the Nabi Board you have fulfilled the above commitment set forth in the Nabi Mission Statement. If you have never read the statement, or have not done so for some time, I suggest that you study it again before continuing this letter. It can be found on the company website: (http://www.nabi.com/about/mission.php)
"Results Oriented: We are driven to accomplish our goals and objectives and strive for excellence and quality. Our Nabi Balanced Scorecard monitors both Company and individual performance and assures that activities are aligned with the corporate vision, mission and strategy" (source: Company Mission Statement)
I must ask each director once again, by what "Scorecard" have you measured the performance of Company CEO Thomas H. McLain: the Company's abysmal financial performance, laundry list of missed milestones or bargain-basement stock price? By what "Scorecard" should we judge this Board of Directors? We all know the answer to these questions, as the "Balanced Scorecard" kept by the stock market has been rendered: The stock plunged to under $4.00 last year and has recovered only marginally since.* Over the years, with recent examples outlined below, Mr. McLain has made one blunder after another, making him, in our opinion, one of the most disliked and least respected executives in the biotechnology industry. Please be advised that our opinion of Mr. McLain does not extend to the hard-working employees at Nabi who have worked diligently to create substantial unrealized scientific value at the Company.

As you may know, Bank of America approached Third Point LLC recently with an offer to present our views to three "independent" Nabi board members. While other large shareholders may have agreed to meet with these directors, we declined to do so. Our decision, however, should not be read by you as reflecting any diminution in our determination that NABI should immediately undertake a public process to maximize value for all shareholders -- a view that we remain confident is held by, and is in the best interests of, the vast majority of the Company's shareholders. Indeed, we have continued to add to our ownership position in Nabi, and believe that we are currently the largest shareholder of the Company.

Our prior correspondence with you, dating back to April of this year, has spelled out in detail the reasons why such a process should be commenced as soon as practicable. We made these points to Mr. McLain early this year, several months prior to approaching the Board directly. Unfortunately, Mr. McLain's curt response to us on May 1st made it clear that he has no intention of taking seriously the will of the Company's owners. His actions since then, both public and private, have reinforced our view that he wishes to rule Nabi as his own personal "kingdom" and plans to inflict upon shareholders a long- term strategic plan that has no merit, is enormously risky, and that a vast majority of the Company's owners vehemently oppose. Given the small outright ownership of Nabi shares by both the executives and directors of this Company, as noted above, and the much larger out-of-the-money option positions held by both constituencies, it is little wonder that you have so far decided to undertake a high-risk, "swing for the fence" strategy, as you have little to lose in the highly-likely event that it fails. Needless to say, we (as the owner of 9.5% of Nabi's outstanding shares) and our fellow non-management shareholders are the ones who will bear the brunt of the losses from this misguided and unwanted plan.

Therefore, and because we were informed that the meeting would not be interactive, we declined to reiterate our well-known views to the independent directors. The prospect of making our case to a group of directors dutifully taking notes in a belated attempt to protect their legal backsides, but who have shown no inclination to act upon or even explore our well-reasoned recommendations, was not one that we relished. Rather, we believe these meetings were proposed as simply another stall tactic on the part of management and the Board, who, despite their fiduciary obligations, so far obstinately cling to the status quo -- no matter how ill-conceived such a strategy may be from the standpoint of creating shareholder value, no matter how strongly shareholders oppose it, and no matter how much damage this strategy has caused and will continue to cause, both to the portfolios of shareholders and to the reputations and legal positions of the directors themselves.

Since our last letter to you on June 15th, just two months ago, Nabi and its shareholders have witnessed a continued deterioration in their fortunes and prospects:

1) The Company once again fell short of Wall Street revenue and earnings (i.e., loss) expectations in the second quarter results reported on July 26th. This continues a remarkable, virtually unbroken string of disappointments and unfulfilled promises on all fronts (financial results, financial strategies, trial designs, trial results, product approvals, facility approvals, etc.) that the Company has served up to its shareholders and to Wall Street analysts year after year.

2) Several well-respected analysts at major Wall Street brokerage firms have for the first time begun to question Nabi's financial position given the continuing egregious cash burn at the Company as well as Mr. McLain's now-demonstrated unwillingness to reduce overhead (SG&A) to appropriate levels despite his public promises that he would, and his inability to effectively manage product inventory in the sales channel. One would think that the issue of the Company's financial situation would be an issue which the directors would consider from a personal liability standpoint given the warnings from both "street" analysts and major shareholders on this issue.

3) The Company burned another $11.5 million of its cash in Q2, which Mr. McLain in an Orwellian twist characterized as a "48% improvement" over the horrific cash burn in Q1. This rate of value destruction is almost incomprehensible, yet both Mr. McLain and the Board seem unbothered by it. Let us once again make it clear that the owners of this Company will not accept a plan wherein the Company's unexplainable, unnecessary and out-of- control cash burn is funded via selling or otherwise encumbering our valuable and highly-coveted assets at distressed levels. This is the situation that Nabi will find itself in should you not take the only logical step of exploring opportunities to maximize value for shareholders immediately.

4) Mr. McLain told us in late June that if we agreed to hold off on taking further action against the Company, which we have warned both McLain and Bank of America is forthcoming, he would be willing to update us on the Company's progress and its position regarding our outstanding demands (within the constraints of Regulation FD, we assumed) in the second week of July. Given Mr. McLain's promise, we reluctantly agreed to suspend our public critique of the Company and trusted that we could finally commence a constructive dialogue with management regarding a plan of action to stop the significant negative operating cashflow and to embark upon a plan to realize the substantial value embedded in the Company. However, instead of fulfilling his promise to present a plan based upon the Bank of America study, he said that in fact he was in no position to update us when we called at the appointed time. When I queried at what point he would be able to pursue this essential dialogue, he said that it would not happen. At that point, it became readily apparent that Mr. McLain's earlier promise to engage in a constructive discussion was a further ruse to buy him time to begin implementing his long-term plan against our wishes.

5) Despite his repeated assurances to the contrary, it is becoming increasingly clear that not only does Mr. McLain not "welcome the input" of shareholders, as is his disingenuous mantra, but instead he has begun to completely withdraw from interactions with any shareholders who might have views different than his own. Apparently, Mr. McLain instructed the conference call operators running the second quarter Nabi conference call in late July not to allow questions from anyone but Wall Street analysts (i.e., no questions were taken from any shareholders). We say this because several shareholders did in fact try to ask questions on the call but were denied the ability to do so ("luckily," the second quarter results were sufficiently disappointing, that the analysts from brokerage firms asked some of the hard questions that shareholders were attempting to ask). You should be aware that this is not an aberration, but the beginning of a regrettable pattern, as only one "friendly" shareholder was permitted to ask a question on the first quarter conference call. So we do not in any way believe McLain's assertions that he "constantly considers" what is in the best interest of the Company's shareholders -- nor should you. Indeed, he has begun to distance himself from any interactions with shareholders whatsoever, which is reinforced by his elusiveness, as noted by several Wall Street firms, at this year's unusually short (like the recent conference calls) annual meeting. If he were a man of his oft-spoken, but disingenuous, word, and truly listened to the wishes of the Company's shareholders, Nabi would have already embarked upon a successful process to maximize value for all shareholders.

6) We are aware that several parties, comprised of both substantial corporate and financial buyers, have expressed to Mr. McLain their interest in purchasing several, and in one case a majority, of Nabi's assets in the past few months. In all cases it appears that the prospective buyers have been placed "in limbo" and have not heard from anyone at the Company for a lengthy period. Indeed, we were aware, as was Mr. McLain, of a large international company that was interested in purchasing Civacir -- before Mr. McLain went ahead and encumbered the asset (albeit, not significantly), apparently without exploring the larger opportunity. Needless to say, such treatment of interested parties is unprofessional, does not reflect well upon management's attention to its fiduciary duties, and is dangerous to all of you legally; but sadly it is not inconsistent with the pervasive shareholder-unfriendly corporate behavior we have observed.

7) We have attempted to contact each Nabi director, and have succeeded on only one occasion (apparently Mr. Davis inadvertently picked up his phone). We have not received return calls from any of you. If you were truly interested in learning what the owners of the Company really want, we would think that each of you would be interested in engaging us in an unfiltered two-way dialogue. Instead, it appears that Mr. McLain prefers a more Maoist approach whereby only information he deems beneficial to his empire is disseminated to board members. Many of you may not have been aware of this, so understand that a "head in the sand" approach to corporate directorship will not absolve you of your fiduciary, legal or moral duties.

8) We believe that some of the correspondences to you from Third Point, as well as potentially from other shareholders, have not been delivered to you in a timely manner, if at all. Such a failure to disseminate communications to the Board is a breach of Nabi's own policies as set forth in its proxy statement, as well as a deviation from normal and accepted corporate governance principles. Again, we believe that Mr. McLain has devised a self- serving system whereby all information goes through him before he filters it and sends the portions that he chooses along to you.

9) We are concerned that Bank of America -- which we believe to be an outstanding investment banking firm with a first-rate life sciences practice -- has so far been hamstrung by a nebulous mandate, essentially to provide "consulting services" to Nabi. We are confident that now that BofA has had sufficient time to investigate Nabi's staggering litany of historical failures and value destruction, to correspondingly comprehend the enormous risk and low probability of success of Nabi's current multi-year "strategy," and to understand the will of Nabi's shareholders, it has come to the only logical conclusion -- that undertaking a strategic process to maximize shareholder values at this time is the only reasonable step for the Company to take. However, it appears that BofA's retention as a "consultant" is yet another ploy by Mr. McLain to temporarily appease shareholders, and that so far they have not been empowered to evaluate any of the transactions that have been proposed by interested parties and that could result in material gains to Nabi shareholders. Accordingly, we insist that Bank of America immediately be empowered to evaluate strategic alternatives for the Company as a whole or in part.

10) We have become more convinced, based upon our further investigation of the legal parameters of spring-loading of options as well as our investigation of the knowledge circulating within Nabi at the time, that, as we have noted previously, there was at best a horrendous lack of judgment by the Board and management in implementing a generous and uncalled for retention package ahead of the positive StaphVax news earlier this year.

11) Nabi stock has continued to trade down over the past two months. And, despite what we understand to be Mr. McLain's delusional bragging that the small increase in the stock price off of its post-StaphVax-failure lows is related to anything other than several highly-respected money management firms taking positions in the stock and demanding that the Company do the right thing for shareholders, rest assured that if the market truly believed that Mr. McLain was going to be allowed to undertake his value-destructive long- term plan this stock would be making new lows every day.

12) Despite repeated promises by Mr. McLain to shareholders (dating back to a projected approval in the 4th quarter of 2005), Nabi yet again failed to secure EU approval for PhosLo in the second quarter (and still has not done so).

13) While Nabi did secure a positive FDA Advisory Committee opinion to expand the label for Nabi-HB, it nearly bungled what should have been a "no- brainer" approval, as it is already the off-label standard-of-care for this indication. One committee member noted "it would have been easier to approve this product if we had never seen the data from Nabi." This near miscue on what should have been a straightforward, unanimous (which it wasn't) approval shows again Nabi's lack of competence in designing trials, collecting and presenting data, etc. -- and, among many reasons, why we assign such a low probability of success to the Company's current "strategic plan".

We remain hopeful that this Board of Directors takes its fiduciary duty seriously. As we've alluded to only in statistical form so far, we are aware that this Board has had an aggregate lack of success in creating value for shareholders at other public companies in which Board members have been involved. Now is your chance to do the right thing for Nabi's long-suffering shareholders by initiating a process to unlock the substantial value embedded at this Company before it's too late to recognize full value for our superior assets. With all due respect, Nabi has shown that it has neither the management team nor the expertise at the board level to pursue a "go it alone" or growth strategy. We ask that you finally recognize this, and act upon it.

EMPOWER BANK OF AMERICA TO IMMEDIATELY EXPLORE ALL STRATEGIC ALTERNATIVES AND PURSUE A PUBLIC PROCESS TO MAXIMIZE SHAREHOLDER VALUE.

And remember your own Corporate Governance Principles:

"THE PRIMARY RESPONSIBILITY OF THE BOARD IS TO PROVIDE OVERSIGHT, COUNSELING AND DIRECTION TO THE MANAGEMENT OF THE COMPANY IN THE INTEREST AND FOR THE BENEFIT OF THE COMPANY'S STOCKHOLDERS."

From "The Nabi Way" on the Company's corporate website:

"Change Ready: We strive to identify areas in the company where improvement can be made. Rethinking old ways is encouraged to keep the business in a state of continuous improvement."

If you, the Nabi directors, charged as fiduciaries with running this Company for the benefit of its shareholders, are truly "Change Ready," you will "rethink" your "old," and unsuccessful "Nabi ways" and finally take action that is in the best interests of, and complies with the wishes of, the owners of this Company.

To that point, we strongly believe that if you do not undertake a program to maximize value for all shareholders you will certainly be removed from your positions, along with management, at the next annual shareholders' meeting. So, it appears to be simply a question of timing, and how much value current management can further destroy, before the Company is put up for sale -- not whether Mr. McLain's far-too-risky long-term plan will be allowed to proceed indefinitely against shareholder wishes. The Company's shareholders have now spoken loud and clear. We are highly-confident that a value maximization process will yield values for Nabi shareholders on the order of three times the current price of the stock (i.e., our continued due diligence has given us ever increased confidence that Nabi has valuable and coveted assets that, sold in whole or in components, will yield value for shareholders well in excess of $10 per share). We are confident that once you have done your homework you will also reach the only logical conclusion -- that undertaking a process of maximizing value now is a far better risk-adjusted, probability-weighted outcome for shareholders than what the Company is currently proposing. Do your jobs and direct management to take appropriate action for the benefit of the shareholders whom you serve. We are grateful for your cooperation, and look forward to a speedy response to this letter.

Very truly yours,

Daniel S. Loeb
Chief Executive Officer

Tuesday, August 15, 2006

Noonday Discloses 9.9% Stake in Emmis Communications (EMMS), Wants Large-Scale Buyback

In an amended 13D filing on Emmis Communications Corp. (Nasdaq: EMMS), Noonday Asset Management disclosed a 9.9% stake (3.185 million shares). On August 15, 2006, the investment firm submitted to the board of directors of the Company a letter proposing that the Company consider the initiation of large-scale buyback of its Class A Common Stock through a Dutch Auction tender offer.

A Copy of the Letter:

August 15, 2006

Board of Directors
Emmis Communications Corporation
1 Emmis Plaza40 Monument Circle - Suite 700
Indianapolis, Indiana 46204

To: Members of the Board of Directors

We are writing in response to the August 4, 2006 letter from ECC Acquisition,Inc., an Indiana corporation wholly-owned by Jeffrey Smulyan ("ECC") to Emmis Communications Corporation (the "Company"), in which ECC withdrew its non-binding offer (the "Offer") to acquire the Company's outstanding shares of Class A Common Stock at a purchase price of $15.25 per share (the "Shares").

We believe the Board should consider the initiation of large-scale Share buyback through a Dutch Auction tender offer.

Given that the Special Committee rejected Mr. Smulyan's offer, the Special Committee obviously viewed the Company as worth greater than $15.25 per Share.According to newspaper reports, Mr. Smulyan submitted a higher proposal to the Special Committee and that proposal was rejected as well, leading to the conclusion that both the Special Committee and Mr. Smulyan actually believe the Company is worth in excess of $15.25 per Share (and well in excess of the level the Shares are trading in the market). We agree.

With the stock trading at current levels, we believe the market is providing the Board with a wonderful opportunity to re-purchase its stock well below fair value by instituting a large-scale Share buyback through a Dutch Auction tender offer. Such a buyback, which effectively would be doing in the public market that which Mr. Smulyan proposed to do in the private market, would in our opinion create value for those shareholders who still believe in the long-term prospects of the Company.

Thank you in advance for your continued focus on maximizing shareholder value. Please feel free to call me at xxx-xxx-xxxx, or Jeffrey D. Warshaw of Connoisseur at xxx-xxx-xxxx to discuss this letter.

Regards,
David Cohen
Managing Member

iPass (IPAS) Holder Shamrock Activist Fund Sends Letter to Board Urging Changes

In an amended 13D filing with the SEC on iPass Inc. (Nasdaq: IPAS) filed last last night Shamrock Activist Value Fund disclosed a letter sent to John Beletic, the Lead Director of the Company.

The letter starts:

"iPass has reached a critical juncture and immediate action is necessary to stem further erosion of shareholder value. New leadership must be brought to the Board of Directors that is engaged and will proactively guide iPass. An immediate search must be undertaken to secure a new CEO that can optimize the leadership position of the Company. A more meaningful cost reduction program, focusing on sales force efficiency and productivity, should be promptly implemented. Further, because this Board and management have not demonstrated that they can prudently allocate the Company’s capital resources, a substantial portion of the excess cash balances should be distributed to shareholders immediately."

The letter continues:

"We have lost confidence in the Board’s and the CEO’s ability to steward our assets effectively. The Company’s financial performance, and related decline in the Company’s stock price, provides clear support for our view. We will continue to work vigorously to address what we believe is a crisis of leadership at iPass. As a first step, we request a meeting with you by September 15, 2006 to discuss the following matters:1. Board representation by Shamrock and/or shareholder representatives2. Immediately thereafter, the commencement of a search for a new CEO3. Implementation of a more aggressive cost reduction program4. Return of approximately $60-$70mm to shareholders through either a stock repurchase or extraordinary dividend"

A Copy of the Letter:

Dear John:

iPass has reached a critical juncture and immediate action is necessary to stem further erosion of shareholder value. New leadership must be brought to the Board of Directors that is engaged and will proactively guide iPass. An immediate search must be undertaken to secure a new CEO that can optimize the leadership position of the Company. A more meaningful cost reduction program, focusing on sales force efficiency and productivity, should be promptly implemented. Further, because this Board and management have not demonstrated that they can prudently allocate the Company’s capital resources, a substantial portion of the excess cash balances should be distributed to shareholders immediately.

When the Shamrock Activist Value Fund first invested in iPass in 2005, we were attracted by the Company’s impressive enterprise customer base, market leading products and superior services. Additionally, the Company’s financial characteristics were favorable with high gross margins and virtually every expense item variable and controllable. During this period in which we have increased our ownership position to more than 14% of the Company, we have witnessed a Board unwilling to take the actions necessary to protect and grow shareholder value and a CEO unable to manage effectively the income statement and capital allocation decisions.


In a letter to the Company’s CEO more than three months ago, we outlined our concerns in four critical areas: corporate performance, capital allocation, compensation and governance. Subsequently, we met on June 16, 2006 with you, Peter Bodine and management to discuss these matters more fully. Our presentation materials from that meeting are attached to this letter. The Company’s response has failed to address these issues and continuing poor financial performance further demonstrates that our concerns were justified. The Company’s recently released second quarter results and management’s commentary on the future outlook are indeed troubling. The focus on revenue growth through 2008 ignores profitability and threatens to further misalign management’s incentives with shareholder interests. This is unacceptable.

This leads us to question the competency and sense of urgency of your senior management team as well as the level of oversight by this Board. Six months after the acquisition of GoRemote, we see no evidence to support management’s promise that the acquisition would be accretive in Q2 2006, nor information that would justify the purchase price of approximately $90mm (including costs). The apparent failure of your management team to effectively integrate GoRemote has reduced the once profitable iPass business to break-even. This represents both a flawed execution strategy and a gross overpayment for the GoRemote business. Meanwhile, management attempts to camouflage its failures by now promising future cost savings in 2007. With this CEO’s track record of repeatedly failing to deliver on his promises, we are understandably skeptical. Rather than sharing our skepticism, this Board’s only response appears to be to give this CEO yet another chance at the expense of the shareholders.

This Board and management team has taken a Company that one year ago generated $30mm of free cash flow and had a cash balance of $180mm to a business producing negative free cash flow and a cash balance of $107mm. To achieve acceptable returns on capital, the Company must better align its cost structure to its gross margin; the $5mm cost savings target does not ensure acceptable levels of profitability and is indicative of a reactive management approach that will continue to erode shareholder value. A Board that is properly serving the interests of stockholders should not continue to sit idly by as this CEO mismanages the cost-side of the business.

The following facts highlight the crisis at iPass and the need for immediate action:

• iPass stock price performance over the last three years, having declined by 82%, ranks as nearly the worst among companies in the Russell 2000 (#1990 of 2000)

• Return-on-invested capital has declined from 14% in 2003 to negative today

• Operating margins have declined from 19% in 2003 to negative today

• The acquisition of GoRemote for $90 million without an apparent integration plan or adequate valuation analysis

• Financial targets extending to FY 2008 without profitability objectives

You and your Board colleagues – Arthur Patterson, Peter Bodine, Gary Ames, and Allen Spies et al – appear to be disengaged and unwilling to demonstrate the courage to hold management accountable. The current CEO has been in place for five years and cannot continue to avoid responsibility for the substantial decline in shareholder value. Your failure to properly exercise your fiduciary duties has protected the CEO at considerable cost to the iPass shareholders. Your responses to our concerns at our June meeting were unsatisfactory. With this Board’s attitude, the future for iPass will only become more difficult, corporate performance will continue to stagnate and shareholder value will continue to erode.

We have lost confidence in the Board’s and the CEO’s ability to steward our assets effectively. The Company’s financial performance, and related decline in the Company’s stock price, provides clear support for our view.

We will continue to work vigorously to address what we believe is a crisis of leadership at iPass. As a first step, we request a meeting with you by September 15, 2006 to discuss the following matters:

1. Board representation by Shamrock and/or shareholder representatives

2. Immediately thereafter, the commencement of a search for a new CEO

3. Implementation of a more aggressive cost reduction program

4. Return of approximately $60-$70mm to shareholders through either a stock repurchase or extraordinary dividend

The Company has an enviable customer list, products and services. We believe an entrepreneurial, focused, and cost-conscious management, with proper oversight by an engaged, proactive Board, can return iPass to profitability. An appropriate strategic plan, led by capable senior management, should result in top-line growth while achieving operating income margins in the mid-teens.

We are looking to you and your Board colleagues to take the actions described above, otherwise shareholder interests will continue to be poorly served and the Company will face the consequences of further shareholder unrest.

I look forward to your earliest response.
Sincerely,

Stanley P. Gold
Michael J. McConnell

Clinton Group Raises Stake in Optimal Group (OPMR), Sends Letter To Consider Certain Actions

In an amended 13D filing on Optimal Group, Inc. (NASDAQ: OPMR) after the close, Clinton Group disclosed a 7% stake (1.65 million shares) in the company, up from the 5.8% stake the firm disclosed in the original 13D filing in July. On August 14, 2006, Clinton Group sent a letter to the Company asking them to consider certain proposed actions.

The group said, "While we were disappointed with the recently announced quarterly results, we are encouraged by your shareholder friendly decision to engage a financial advisor." They also said, "one strategic option we have no interest in is a spin-off of FireOne by Optimal, which we believe would not be value enhancing and create concerns for U.S. holders regarding direct interest in the property. Therefore, we believe, subject to legal or regulatory constraints, immediately exploring options to repurchase the minority stake in FireOne would be prudent, regardless of the ultimate path chosen."
A Copy of the Letter:

August 14th, 2006
Neil S. Wechsler, Co-Chairman and Chief Executive Officer Optimal Group Inc.
3500 de Maisonneuve Blvd. W.
Suite 1700
Montreal, Quebec, Canada H3Z 3C1

Dear Mr. Wechsler:

We continue to believe Optimal is significantly undervalued, therefore, we haveadded in excess of 1% of Optimal's outstanding shares to our positionnecessitating an update to our original 13D filing.

While we were disappointed with the recently announced quarterly results, we areencouraged by your shareholder friendly decision to engage a financial advisor.

We have high regard for Genuity Capital Markets and hope they are activelyengaged in exploring the strategic alternatives previously enumerated in ourinitial filing.

To be clear, one strategic option we have no interest in is a spin-off ofFireOne by Optimal, which we believe would not be value enhancing and createconcerns for U.S. holders regarding direct interest in the property. Therefore,we believe, subject to legal or regulatory constraints, immediately exploringoptions to repurchase the minority stake in FireOne would be prudent, regardlessof the ultimate path chosen.

We believe a sum of the parts valuation, post repurchase of the FireOne minoritystake, offers Optimal investors significant upside that would be realizedthrough (i) the distribution of remaining excess cash, (ii) a strategic sale ofthe non-gaming assets, and (iii) a going-private transaction for FireOne.

Thank you in advance for your timely considering and reviewing these valueenhancing suggestions.

If you would like to discuss the above, you or your advisors are free to contactme at 212-377-4224.

Sincerely,
/s/ Conrad Bringsjord
Conrad Bringsjord
Portfolio Manager Event Driven and Activist Investments
Clinton Group Inc.

CC: Dan Daviau, Genuity Capital Markets

Fine Capital Raises Stake in RedEnvelope (REDE) to 5.9%

In a 13D filing after the close on RedEnvelope Inc. (Nasdaq: REDE), Fine Capital Partners disclosed a 5.9% stake (560K shares). This is up from the 380K share stake the firm disclosed in their most recent quarterly filing with the SEC.

From the 'Purpose of the Transaction' section of the filing:

The purpose of the acquisition of the shares of Common Stock by the Reporting Persons is for investment, and the purchase of the shares of the Common Stock by the Reporting Persons were made in the ordinary course of business and were not made for acquiring control of the Issuer. Depending on price, availability, market conditions and other factors that may affect their judgment, the Reporting Persons may acquire additional shares or dispose of any or all of their shares. The Reporting Persons do not currently intend to acquire the Issuer or to control the management and policies of the Issuer.

Great Wolf Resorts (WOLF) Holder Ader Urges Company to Explore Sale, Says Worth $16 or More

In a 13D filing on Great Wolf Resorts Inc. (Nasdaq: WOLF), Jason Ader discloses an 8.72% stake (2.7 million shares) in the company. The firm sent a letter to the company to encourage the Board to take immediate steps to unlock long-term shareholder value by retaining an investment banking firm to explore the sale of the Company.

The firm said they continues to be impressed by the current robust market for mergers and acquisitions and the appetite of private equity firms, noting just last week, Intrawest (NYSE: IDR) agreed to be acquired by a private equity firm for $35/share. The firm said based on an analysis of the IDR deal, Grey Wolf would be worth well in excess of $16 per share.

A Copy of the Letter:

August 14, 2006

VIA FACSIMILE (608.661.4701) & OVERNIGHT COURIER

The Board of Directors

Great Wolf Resorts, Inc.

122 West Washington Avenue

Madison, WI 53703

Lady and Gentlemen:

Hayground Cove Asset Management LLC, as the investment advisor to Hayground CoveInstitutional Partners LP, Hayground Cove Overseas Partners Ltd., Hayground CoveTurbo Fund LP, Hayground Cove Turbo Ltd., Hayground Cove Equity Market NeutralFund LP, Hayground Cove Equity Market Neutral Fund Ltd. and other accountsmanaged by the investment advisor, is, according to public filings, the secondlargest beneficial owner of the common stock of Great Wolf Resorts, Inc. ("GWR"or the "Company"). We have been a long-term investor, and believe that themarket price of GWR shares fails to reflect the value embedded in its currentresort portfolio, the Great Wolf brand, the hotel management contracts, theunused real estate surrounding your current hotel properties, the announcedproject pipeline and the opportunity for other new developments and jointventures. We are writing this letter to encourage the Board to take immediatesteps to unlock long-term shareholder value by retaining an investment bankingfirm to explore the sale of the Company.

The two significant earnings shortfalls in 2005 caused serious damage tomanagement's credibility and GWR's overall reputation with investors. As aresult of the lost investor confidence, the shares trade at a significantdiscount to the underlying asset value. When Bruce Neviaser, Chairman of theBoard, called me on August 9th I was relieved to hear that Mr. Neviaser believesGWR is worth at least $16 per share. I was also encouraged that he sought myadvice about which investment banking firm to contact and how best to go aboutan organized sale of the company as a way to maximize the value for his sharesand that of all your public shareholders. As I told him, there are severalinvestment major investment banks, including Bear, Stearns & Co. and DeutscheBank, among others, that have great experience in this area and that could addsubstantial value in conducting an organized sale process.

I am writing this letter so that the entire Board understands clearly the pointI made to Mr. Neviaser on our call. AT THIS TIME, WE BELIEVE SHAREHOLDER VALUEWILL BE MAXIMIZED BY A SALE OF THE COMPANY.

Hayground Cove's investment professionals have substantial experience inevaluating and investing in the hospitality industry. We continue to beimpressed by the current robust market for mergers and acquisitions and the appetite of private equity firms. Just lastweek, Intrawest agreed to be acquired by a private equity firm for $35/share.

In fact, in a report Deutsche Bank Securities put out last week reviewing theacquisition of Intrawest by Fortress Investment Group, Deutsche Bank expressedthe view that "THE INTRAWEST DEAL REPRESENTS A 9.1X MULTIPLE ON FISCAL (JUNE)2007 EV/EBITDA. IF WE ASSUME AN 8.0X MULTIPLE FOR IDRS RESORT & LEISURE TRAVELOPS, A 12.0X MULTIPLE OF ITS management FEE BUSINESS, AND A 7.0X MULTIPLE FORREAL ESTATE EBITDA, WE BELIEVE THE $35 OFFER ATTRIBUTES ROUGHLY $5-$6 IN VALUEFOR IDR'S DEVELOPABLE LAND." Applying a similar analysis to Great Wolf's assets,brand, real estate and management contracts would yield a WOLF stock price WELLIN EXCESS OF $16 PER SHARE.

We support Mr. Neviaser's interest in a sale, and encourage the Board to takeimmediate steps to engage an experienced investment banking firm for thatpurpose. We believe the best way to maximize shareholder value at this time isthrough the sale of the Company, and request a meeting with the Board to discussour views on valuation.

Sincerely,

/S/ JASON N. ADER

Jason N. Ader

Monday, August 14, 2006

Becton, Dickinson (BDX) Offers to Buy TriPath Imaging (TPTH) for $9.25/Sh

In a 13D filing on TriPath Imaging Inc. (Nasdaq: TPTH), 6.5% holder Becton, Dickinson and Company (NYSE: BDX) said it submited a non-binding proposal to acquire all of the issued and outstanding Common Stock of the TPTH, that its does not currently own, at a valuation of $9.25 per share in cash in a merger transaction. Becton, Dickinson changed its filing status from 13G to 13D.

A Copy of the Letter:

Mr. Paul SohmerChairman,
President and Chief Executive Officer
TriPath Imaging, Inc.
780 Plantation Drive
Burlington, NC 27215

Dear Paul:At your suggestion, Becton, Dickinson and Company ("BD") is pleased to submit this non-binding proposal relating to the principal financial terms on which BD would be prepared to acquire TriPath Imaging, Inc. (the "Company"). Based on our review of available information, and subject to the conditions described below, we would be prepared to pay $9.25 per share in cash in a merger transaction for all of the issued and outstanding stock of the Company not owned by BD and provide for the cash-out of all existing options, stock appreciation rights and warrants based on the same per share consideration.

Our proposal is conditioned upon, among other things, the prompt negotiation of mutually acceptable definitive agreements, satisfactory completion of confirmatory business, financial, accounting and legal due diligence with respect to the Company, and receipt of necessary regulatory approvals. Unlessand until definitive documentation with respect to a transaction is executed, BD will be under no obligation with respect to any potential transaction.
As required by law, we will file with the Securities and Exchange Commission (the "Commission") a statement on Schedule 13D, to supplement the statement on Schedule 13G that BD has on file with the Commission, to report our proposal made in this letter. A copy of this letter will be filed as an exhibit to such amendment.

As you know, BD and TriPath have been collaborating in the field of molecular oncology since 2001, under which we share certain commercialization rights for these opportunities. This proposed transaction fits strategically with BD's objective of accelerating and advancing its presence in the cancer diagnostics market. We are excited about this transaction and are prepared to commit all necessary resources to proceed as quickly as possible. We look forward to your response and to moving forward to agreement on the definitive terms of a transaction.

Best regards,
/s/ Edward J. Ludwig
By: Edward J. LudwigChairman,
President andChief Executive Officer

Jacuzzi Brands (JJZ) 23.6% Holder Southeastern Changes Filing Status to 13D, Would Like Flexibility to Discuss Alternatives with Management

In a 13D filing on Jacuzzi Brands Inc. (NYSE: JJZ) Southeastern Asset Management disclosed a 23.6% stake (18.3 million shares) in the company, which is the same stake they reported in a quarterly filling with regulators. The firm converted its 13G filing status to 13D, noting it may desire to become more active in discussions with the company's management.

Southeastern said it supports the Board's recent decision to name Alex P. Marini as CEO, and would like to work with Mr. Marini and the Board during the transition in management to assess the various long-term strategies available to maximize the company's value.

Southeastern also said it would like the flexibility to discuss with management and the board a variety of possible alternatives, Southeastern reserves its rights to engage in discussion of any of the possible actions described in Item 4 of Schedule 13D, as long as such actions are consistent with the terms of the Standstill Agreement dated as of December 5, 2002, as amended August 11, 2005, between the Issuer and Southeastern.

Mellon HBV Alternative Strategies Raises Stake in ASM Intl (ASMI) to 7.8%

In an amended 13D filing on ASM International NV (Nasdaq: ASMI), Mellon HBV Alternative Strategies LLC disclosed a 7.8% stake (4.1 million shares) in the company. This is up from the 6.6% stake the firm disclosed in a past filing.

The firm said it has proposed to include on the agenda for the upcoming Extraordinary General Meeting scheduled for November 27, 2006 a proposal for Shareholder consideration relating to a resolution or motion on the proposed split between the back end operations and front end operations of the business of the company.

From the filing:

"Mellon HBV, the Reporting Person, is filing this Amendment No. 4 to Schedule 13D relating to ASM International N.V. (the "Issuer" or "ASMI") to disclose recent discussions with the Issuer and an increase in the Reporting Person's beneficial ownership of Common Stock.

MHBV is in discussion with the Issuer regarding matters we believe to be of concern to the Issuer's Shareholders. MHBV has proposed to include on the agenda for the upcoming Extraordinary General Meeting scheduled for November 27, 2006 a proposal for Shareholder consideration relating to a resolution or motion on the proposed split between the back end operations and front end operationsof the business of the Issuer. MHBV and the Issuer are presently discussing the exact nature and scope of the agenda item for the Extraordinary General Meeting.

During the Annual General Meeting of May 19, 2006, the ASMI Board and Supervisory Board have committed themselves to (propose to) adapt the process of appointment and dismissal of board members to the Dutch Corporate Governance standard. Such adaptation at least entails that the present system of binding nominations by the ASMI Board for appointment and that dismissal of Board members can be set aside by a majority shareholders' vote."

Ronald Burkle Raises Stake in Wild Oats Markets (OATS) to 17.3%, May Buy Up to 20%

In an amended 13D filing on Wild Oats Markets Inc. (Nasdaq: OATS), billionaire Ronald Burkle, through his Yucaipa investment vehicle, disclosed a 17.3% stake (5.1 million shares) in the company. This is up from the 14.9% stake disclosed in a past filing.

Burkle noted in the filing that the Company amended the Stockholders Rights Plan back in March which will permit his investment firm to acquire Beneficial Ownership of up to 20% of the Company’s outstanding Common Stock without triggering certain adverse consequences under the Stockholders Rights Plan. Burkle said prior to the amendment they could only have acquired Beneficial Ownership of up to 15% of the Company’s outstanding Common Stock.

Burkle also continues to believe that the Company has substantial opportunities for future growth as developments in the supermarket and general retail sectors have continued to create attractive opportunities for the Company to acquire new stores and expand into new geographic locations.

Berkshire Hathaway Raises Stake in USG (USG) to 16.5%

In an amended 13D fililng with the SEC on USG Corp. (NYSE: USG), Warren Buffett's Berkshire Hathaway disclosed a 16.5% stake (14.9 million shares) in company. This is up from the 15% stake the firm disclosed in a past filing.

The investment juggernaut disclosed it bought 692,500 shares on 08/02 at $45.46, 29,900 shares on 08/03 at $45.71, 82,900 shares on 08/07 at $45.80, 1,200 shares on 08/08 at $45.81 and 587,100 shares on 08/09 at $45.98.

From the 'Purpose of Transaction' section of a past filing (08/02):

The “Standstill Period” under the Shareholder’s Agreement commenced on August 2, 2006. During the seven-year Standstill Period, Berkshire agreed, among other things, that it will not acquire equity securities of USG if, as a result of such acquisition, Berkshire would beneficially own more than 40% of the voting securities of USG, on a fully diluted basis.

In addition, during the Standstill Period, Berkshire has agreed not to solicit proxies with respect to securities of USG or submit a proposal or offer involving a merger, acquisition or other extraordinary transaction unless such proposal or offer is (i) requested by USG’s Board of Directors, or (ii) is made to USG’s Board of Directors confidentially, is approved by a majority of the voting securities of USG not owned by Berkshire, is determined by USG’s Board of Directors to be fair to USG’s shareholders and, if the proposed transaction is not a tender offer for all shares of Common Stock or an offer for USG’s entire company, is accompanied by an undertaking to offer to acquire all shares of Common Stock outstanding after completion of the transaction at the same price per share as was paid in the transaction.

Berkshire also agreed that, if it receives notice (during a specified period) from USG that purchases or sales of Common Stock by it or certain of its affiliates would prevent USG from carrying back a net operating loss attributable to a specified payment to its Asbestos Personal Injury Trust, Berkshire will not make such purchases or sales until that specified period ends (“Tax Asset Standstill”).

Mercury Real Estate Advisors LLC Voices 'Outrage' Over Sizeler Property Investors (SIZ) Sale to Revenue Properties

In an amended 13D filing on Sizeler Property Investors Inc. (NYSE: SIZ), Mercury Real Estate Advisors LLC disclosed an 8.9% stake (1.9 million shares). The firm sent a letter to the company voicing its "outrage" over the news the company would sell to Revenue Properties for $15.10 per share.

The firm said, "the buyer is a close affiliate of Mark Tanz, the Chairman of the Board of Directors of Sizeler. Mr. Tanz is the former controlling shareholder of Revenue Properties, a current shareholder of Revenue Properties, and was until very recently a member of the Board of Directors of Revenue Properties."

They also said, "most egregious is the fact that the Company is clearly worth significantly more than $15.10 per share and to sell the Company for this price to an affiliate of Mr. Tanz raises serious concerns with respect to the fiduciary duties owed to the shareholders of Sizeler."

The firm demands the company terminate all current discussions and agreements with Revenue Properties immediately.

A Copy of the Letter:

Sizeler Property Investors, Inc.
Attn: The Board of Directors
2542 Williams Boulevard
Kenner, Louisiana 70062

Gentlemen:

As one of the largest shareholders of Sizeler Properties Investors, Inc. (“Sizeler” or the “Company”), we are outraged by the announcement on Tuesday that the Board of Directors had entered into a letter of intent to sell the Company to Revenue Properties Co. (“Revenue Properties”) for a mere $15.10 per share. First of all, the buyer is a close affiliate of Mark Tanz, the Chairman of the Board of Directors of Sizeler. Mr. Tanz is the former controlling shareholder of Revenue Properties, a current shareholder of Revenue Properties, and was until very recently a member of the Board of Directors of Revenue Properties. Most egregious is the fact that the Company is clearly worth significantly more than $15.10 per share and to sell the Company for this price to an affiliate of Mr. Tanz raises serious concerns with respect to the fiduciary duties owed to the shareholders of Sizeler.

We demand that the Board of Directors terminate all current discussions and agreements, including the exclusivity agreement, with Revenue Properties immediately. It appears to us that Revenue Properties, an affiliate of the Mr. Tanz, is trying to purchase the Company at a less than arms-length price. Furthermore, we are concerned that at least one potential buyer has not been provided the necessary information to allow a competitive bid process to occur. We find it incomprehensible that Wachovia Securities, in its role as a financial adviser to the Company, would instruct the Board of Directors that a sale of the Company at this price would be in accordance with their fiduciary duty to shareholders. Overall, it is our opinion that Wachovia Securities has done an abysmal job in managing what should have been a very straightforward process.

Sizeler is a company that has been mired in over 15 years of questionable insider dealings. We had hoped that the termination of Mr. Lassen and the appointment of Mr. Tanz as the replacement Chairman had ushered in a new era of shareholder friendly and transparent corporate governance. Unfortunately this does not appear to be the case.

Please be advised that we are considering all options with respect to this odiferous transaction and will not accept an acquisition on these unfair terms to be consummated.

Very truly yours,

MERCURY REAL ESTATE ADVISORS LLC

Carl Icahn Raises Stake in Imclone (IMCL), Asked to be on Management's Slate of Directors at Annual Meeting

In an amended 13D filing on Imclone Systems Inc. (Nasdaq: IMCL), Carl Icahn and related funds disclosed an 11.68% stake (9.84 million shares) in the company, which is higher than the 9.95% stake the group disclosed in a past filing.

In the filing the group said they have continued engaging in discussions with company concerning its business and operations. The group also said Carl Icahn has been invited by the Company to be on Management's slate of directors at the annual meeting which is planned to be held in September 2006. Mr. Icahn has not yet made a determination with respect to the foregoing or any other course of action.

Friday, August 11, 2006

Large Intrawest (IDR) Holder Pirate Capital Declares Victory Following Sale


In a 13D filing Friday afternoon on Intrawest Corporation (NYSE: IDR), 18.2% holder Pirate Capital announced its support for the $35 per share takeover of the company by Fortress Investment GroupLLC. Pirate Capital also commends the Board for "conducting the broad and thorough strategic review that resulted in the sale."

The investment firm disclosed that it paid $239,239,012 to acquire its 8,928,570 shares in Intrawest. At $35 each, those shares are now worth $312,499,950.

Pirate Capital made its original 13D filing in June 2005 indicating its 'activist stance' and in March of 2006 they sent a letter to the company urging Intrawest to initiate a sale of the entire company. In the letter, Pirate placed a value of $42-$45 per share on Intrawest.

After hitting a peak of $37.69 in May of 2006, shares of Intrawest drifted lower to close at $26.51 per share on Thursday, the day before the news that Fortress Investment Group would buy the company for $35 per share or $2.8 billion.

The Lion Fund Raises Stake in Friendly Ice Cream (FRN)

In an amended 13D filing on Friendly Ice Cream Corp. (AMEX: FRN), The Lion Fund disclosed an 8% stake (633K shares), this is up from 5.65% stake the firm disclosed in a recent filing.

In the orignal 13D filing (08/07) the firm said it may be in contact with, among other persons, members of the Company's management, members of the Company's Board of Directors, and other significant shareholders.

Thursday, August 10, 2006

Atlantic Investment Raises Stake in Black & Decker (BDK), Will Continue Active Discussions w/Management

In an amended 13D filing on Black & Decker Corp. (NYSE: BDK), Atlantic Investment Management disclosed a 6.1% stake (4.6 million shares), which is up from the prior 4 million share stake the firm disclosed.

The investment firm said it will continue its active discussions with the Company's management with respect to actions which might be taken to maximize shareholder value. In addition, the firm may hold discussions with other parties regarding shareholder value enhancing activities for the benefit of all of the Company's shareholders.

Elkhorn Partners Raises Stake in Orbit International (ORBT)

In an amended 13D filing on Orbit International Corp. (NASDAQ: ORBT), Elkhorn Partners disclosed a 7.2% stake (331,410 shares) in the company. During the past 60 days, the Partnership purchased 101,810 shares of Orbit common stock, in open market transactions, at prices ranging from $5.19 to $7.39 per share.

Orbit International Corp., through its Electronics Group, is involved in the manufacture of customized electronic components and subsystems for military and nonmilitary government applications through its production facilities in Hauppauge, New York and Quakertown, Pennsylvania.

Shares of Orbit International are up 0.57% to $5.25 in early action Thursday.

Wednesday, August 09, 2006

Pirate Capital Urges Brinks (BCO) to Hire Banker for Sale

In an amended 13D filing on Brinks Co. (NYSE: BCO) filed late Tuesday, Pirate Capital disclosed an 8.7% stake (4.1 million shares) in the company. The firm disclosed a letter sent to the board urging them to hire an investment advisor to explore the sale of the Company. The firm said, "We believe that an expected purchase price in the range of $68-$72 per share, reflecting an enterprise value of approximately 8.5-9X our 2006 EBITDA estimate, could prove conservative."

A copy of the letter:

Dear Members of the Board:

Pirate Capital LLC, as the investment advisor to Jolly Roger Fund LP, Jolly Roger Offshore Fund LTD and Jolly Roger Activist Portfolio Company LTD, is the largest beneficial owner (according to public filings) of The Brink's Company, Inc. ("BCO" or the "Company"). We have been a long-term investor, and believe that the market price of BCO shares fails to reflect the value embedded in its two premier security businesses, the potential for margin recovery at Brink's, Inc., and the stable cash flows generated by Brink's Home Security. We are writing this letter to encourage the Board to take immediate steps to unlock long-term shareholder value by retaining an investment advisor to explore the sale of the Company.

We credit the Board and its Chairman, Michael Dan, with the creation of significant shareholder value. The sale of BAX, the subsequent return of capital to shareholders, and a disciplined approach to the consideration of acquisition targets demonstrate a strong fiduciary commitment. Despite these actions and the operational excellence of BCO's management team, BCO shares have yet to be awarded a multiple that reflect the Company's value as a pure play security company with an attractive balance sheet and strong growth prospects. AT THISTIME, WE BELIEVE SHAREHOLDER VALUE WILL BE MAXIMIZED BY A SALE OF THE COMPANY.

Pirate Capital's investment professionals sit on multiple boards across various industries. We continue to be impressed by the current robust market for mergers and acquisitions and the appetite of private equity firms. Your Board's own experience with the sale of BAX is testament to the result that can be achieved in a competitive bidding process. We believe that a sale process for Brink's would draw substantial interest from well capitalized strategic parties who could help bolster BCO's market position and financial buyers who are willing to pay a meaningful premium for a high quality security business. We believe that an expected purchase price in the range of $68-72 per share, reflecting an enterprise value of approximately 8.5-9X our 2006 EBITDA estimate, could prove conservative. We encourage the Board to take immediate steps to maximize shareholder value through the sale of the Company and request a meeting with the Board to discuss our views on valuation.

Sincerely,

Thomas R. Hudson Jr.

Managing Member

Pirate Capital LLC

Tuesday, August 08, 2006

Russian Takes 5.9% Stake in SunCom Wireless (TPC)

In a 13D filed Monday afternoon on SunCom Wireless Holdings, Inc. (NYSE: TPC), Bacarella Holdings disclosed a 5.9% stake (3.7 million share) in the company. Evgeny Novitsky is the beneficial owner of Bacarella and a citizen of the Russian Federation.

According to recent data, Evgeny Novitsky is a director at Sistema, one of Russia’s largest diversified holding companies.

Bacarella Holdings said they originally acquired shares for investment in the ordinary course of business because they believed that the shares, when purchased, were undervalued and represented an attractive investment opportunity. Bacarella also said it intend to engage in discussions with the company, among other things, the restructuring of its operations, changes in its capital structure and improvement in its corporate governance.

SunCom Wireless, based in Berwyn, Pennsylvania, is licensed to provide digital wireless communications services in an area covering 14.8 million people in the Southeastern United States and 4.0 million people in Puerto Rico and the U.S. Virgin Islands.

Shares of SunCom are trading at $1.49 in mid-day action Tuesday, with a 52-week range of $1.16-$4.