Icahn Files Notification To Acquire More Motorola (MOT) Stock

Motorola, Inc. (NYSE: MOT) just issued a press release confirming the receipt of notice from certain Carl Icahn entities of their filing notification under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 to acquire additional shares of Motorola Common Stock.

The notice states that Carl Icahn and Icahn Partners LP are each filing to acquire in excess of $119.7 million and up to $500 million of Motorola Common Stock, while Icahn Partners Master Fund LP and Icahn Partners Master Fund II L.P. are each filing to acquire in excess of $500 million, but less than 25% of the outstanding, Motorola Common Stock.

NOTE: Icahn is looking to be nominated to the company's board and wants a large share buyback.

Photo from Forbes, via AP

A Look at Activist Targets Following Tuesday's Sell-Off

After yesterday's dramatic sell-off we decided to put together a list of interesting activist targets that have yet to break to shareholder pressure.

Motorola, Inc. (NYSE: MOT): Carl Icahn is trying to get on the company's board of directors and wants a large stock buyback. The stock was down 3.4% yesterday and is down 0.7% this afternoon.

Flow International Corp. (Nasdaq: FLOW): Dan Loeb's Third Point LLC wants the company to be sold. The stock was down 4.8% yesterday and is up 1.2% this afternoon.

New York Times Co. (NYSE: NYT): Morgan Stanley pushed for, but failed to the get the company to end the dual class share structure. The families controlling NYT retaliated by pulling their money from Morgan brokers. The stock was down 4.06% yesterday and is down 0.3% this afternoon.

Energy Conversion Devices, Inc. (Nasdaq: ENER): Coghill Capital said the Board should consider making changes to current management and enterprise structure. The stock was down 6.9% yesterday and is down 1.4% this afternoon.

CSK Auto Corp (NYSE: CAO): Karsch Capital is pushing for an immediate sale. The stock was down 2.1% yesterday and is up +0.6% this afternoon.

Cypress Semiconductor (NYSE: CY): Chapman Capital wants a reorganization. The stock was down 4.8% yesterday and is up +0.6% this afternoon.

Electro Scientific Industries Inc. (Nasdaq: ESIO): Holders Third Avenue Management and Nierenberg Investment Management want a special one-time cash dividend. The stock was down 4.7% yesterday and is down 0.4% this afternoon.

IHOP Corp. (NYSE: IHP): Not an activist target yet, but Dan Loeb's Third Point LLC has a 7% stake in the company. The stock was down 3.5% yesterday and is up +0.9% this afternoon.

Clinton Group Raises Stake in Lenox Group (LNX) to 9.6%

In an amended 13D filing on Lenox Group Inc. (NYSE: LNX), Clinton Group disclosed a 9.6% stake (1.35 million shares) in the company. This is up from the 8.1% stake the firm disclosed in a 02/16 filing and is up from the 6.8% stake disclosed in the original 02/12 13D filing.

Owl Creek Discloses 5.3% Stake in Ryerson (RYI), Will Support Harbinger's Slate of 7 Independent Directors

In a 13D filing after the close on Ryerson Inc. (NYSE: RYI), Owl Creek disclosed a 5.3% stake (1.39 million shares) in the company and said they are not confident in the current management's ability to improve operating results. The firm also said they believe Harbinger's slate of seven independent directors would add more specific industry experience and be more proactive managers.

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

"The Reporting Persons have reviewed the amended Schedule 13D filing by Harbinger Capital Partners on January 2, 2007 and the Issuer's disappointing fourth quarter 2006 results, and have spoken to the senior management team about their short-term and long-term plans for the Issuer, as well as management's thoughts regarding Harbinger's proposals. The Reporting Persons are not confident in current management's ability to improve the operating results of the Issuer given the Issuer's history of underperformance. While the Reporting Persons do appreciate the general business and financial experience that the current Board of Directors possesses, the Reporting Persons believe Harbinger's slate of seven independent directors would add more specific industry experience and be more proactive managers of the Issuer.

Under the shepherding of the current management team and Board of Directors, the Issuer has underperformed its peer group in key operating metrics such as inventory turns, margins, return-on-invested-capital, and share price returns. The Reporting Persons are concerned that the current management team and Board of Directors are not sufficiently proactive in managing the Issuer in an industry with a constantly changing business and operating environment. The Reporting Persons find it peculiar that the current management team specified a number of new initiatives only after Harbinger filed its Schedule 13D. The Reporting Persons do not see evidence of a credible plan to support management's goals of improving underperforming service centers, achieving an inventory turn rate of 5x by the end of 2007, and operating more efficiently. Moreover, if there are actionable ways for the Issuer to achieve these goals, it begs to question why these actions have only been implemented in response to shareholder pressure and have not been implemented sooner since the management team has been in place since 1999."

Loeb Partners Accumulates 5.15% Stake in National Atlantic Holdings (NAHC)

In a 13D filing on National Atlantic Holdings Corporation (NASDAQ: NAHC) Loeb Partners disclosed a 5.15% stake (575K shares) in the company.

Loeb said it intends to review its investment in NAHC on a continuing basis and may engage in discussions with management or the Board of Directors of the Issuer concerning the business and future plans.

In December, National Atlantic said preliminary discussions with The Commerce Group, Inc. (NYSE: CGI) regarding a potential business combination or other strategic transaction have been terminated by mutual agreement of the parties.

Eagle Hospitality Properties (EHP) Chairman Butler Offers to Acquire Company for $10.75-$11.25/Sh

In an amended 13D filing on Eagle Hospitality Properties Trust Inc. (NYSE: EHP) 17.6% holder and Chairman William P. Butler/Corporex disclosed a letter sent to the Special Committee stating that it proposes to acquire all of the outstanding Common Stock of the Company not currently owned by Corporex or its affiliates at a purchase price of between $10.75 and $11.25 per share in cash.

On January 29, 2007, the Company issued a press release announcing that its Board of Directors had decided to explore strategic alternatives to enhance shareholder value, including a possible sale of the Company.

A Copy of the Letter:

Dear Frank:

Corporex Companies Inc. and I (“Corporex” or “we”) are pleased to submit this proposal to acquire all of the outstanding shares of common stock, par value $.01 (the “Shares”), of Eagle Hospitality Properties Trust, Inc. (“EHP”) not owned by Corporex or its affiliates at a purchase price of between $10.75 and $11.25 per Share.

Using the $11.00 midpoint of that price range, the proposed per Share price represents a 19.6% premium to EHP’s undisturbed (pre-January 29, 2007) closing price of $9.20 and a 17.8% premium to the average closing price during the last twelve months.

The proposed transaction would be effected by means of a merger agreement as a result of which EHP would become a wholly owned subsidiary of a Corporex-controlled entity. We would purchase Shares issued to holders of operating partnership units that convert to obtain the merger consideration. However, EHP’s 8¼% Series A Cumulative Redeemable Preferred Shares would remain outstanding after the merger.

This proposal is subject to the satisfactory completion of confirmatory due diligence by Corporex and its advisors. Given our familiarity with EHP, we would require a short inspection period, five (5) business days, during which we would be given full access to EHP’s non-public information, including mortgages, related debt documentation and franchise agreements, on the basis of a mutually acceptable confidentiality agreement and with a reasonable period after that five (5) business day period for resolution of any issues raised during due diligence. A draft merger agreement with a definitive price per Share within the range described above would be delivered to your counsel immediately following successful conclusion of confirmatory due diligence.

Our financial advisor, Goldman Sachs, is prepared to issue commitment letters for the requisite financing subject only to completing its due diligence in the abbreviated due diligence process described above.

Material terms of that merger agreement would include a “cap” on aggregate transaction costs and expenses (excluding franchisor requirements, i.e., PIP and increased franchise fees) of $10,000,000, $6,000,000 minimum cash on hand at closing, a $66,000,000 limit on EHP’s short-term indebtedness at closing, a thirty day “go shop” period, a market termination fee and our right to match bids for EHP from third parties.

This proposal is also subject to satisfaction of regulatory requirements, the approval of your Special Committee and shareholder approval.

Please be aware that, in submitting this proposal, we reserve the right both to withdraw it prior to the execution of a definitive merger agreement and to modify it in any way as a result of negotiations or for any reason at all, including proposing alternative acquisition structures. We request that you keep this proposal confidential, not disclosing same except as we may mutually agree or as required by law.

Corporex and our financial advisor, Goldman Sachs, believe this is a compelling proposal for a number of reasons, including the acceleration of the strategic alternatives process and resulting cost savings, the ability to set earlier dates for the shareholder vote and transaction closing and, particularly, the avoidance of the breakage costs that other parties will undoubtedly factor into any proposals they might make.

Goldman Sachs is prepared to meet with Morgan Stanley as you may direct. We and our advisors look forward to the possibility of working with you and your advisors.

Very truly yours,

CORPOREX COMPANIES, INC.

William P. Butler

Icahn Has His Way with Temple-Inland Inc. (TIN)

This morning, Carl Icahn-target Temple-Inland Inc. (NYSE: TIN) said its Board of Directors approved a transformation plan to seperate the company into three focused, stand-alone, public companies and the sale of its strategic timberland.

The company's plan includes: Retaining its manufacturing operations - corrugated packaging and building products, Spinning off its financial services operation, Spinning off its real estate operation, and Selling its strategic timberland.

Investors are loving the news, sending the shares up 13%.

In January, Icahn disclosed his large position in TIN noting the stock was undervalued due to the conglomerate structure. Icahn said he would recommend a divestiture or spin-off of one or more of the Company's component businesses. Recently, Icahn took it a step further saying he would seek to nominate four individuals to the company's board.

Trian Fund Management Discloses 5.54% Stake in Tiffany & Co. (TIF), Will Not Seek Board Representation

In a 13D filing on Tiffany & Co. (NYSE: TIF) Trian Fund Management disclosed a 5.54% stake (7.5 million shares) in the company. The firm said the shares are undervalued. The firm also said, "After several meetings and other discussions with certain members of senior management and the Board of Directors of the Issuer, and in light of management's and the Board's commitment to engage in a dialogue with the Filing Persons regarding the Filing Persons' ideas and strategies to improve the Issuer's financial performance and to further grow and broaden the Tiffany brand, the Filing Persons have decided not to seek board representation at the Issuer's 2007 annual meeting of stockholders. The Filing Persons will seek to help the Issuer improve its margins and its earnings per share growth and address various other operational and strategic issues, including optimizing global expansion opportunities and evaluating non-core businesses."

Monarch Activist Partners Accumulates 5.6% Stake in Peak International (PEAK)

In a 13D filing Peak International Ltd. (Nasdaq: PEAK) Monarch Activist Partners disclosed a 5.646% stake (701K shares) in the company, acquiring the shares from 02/01-02/22 at prices from $2.82-$3.01.

The firm believes that PEAK's stock price is significantly undervalued and intends to communicate with management in order to explore measures to enhance shareholder value.

Loeb's Third Point LLC Proposes 6 Nominees to Pogo Producing (PPP) Board, Proposes Board Size Increased to 11

In an amended 13D filing on Pogo Producing Company (NYSE: PPP), 7.9% holder Dan Loeb's Third Point LLC proposed six nominees for election to the company's board of directors.

The firm proposed:

1. to nominate George K. Hickox, Jr., Christian Woessner, III, and Benjamin W. Miller to replace the Company's three directors whose terms expire at the Annual Meeting.

2. to amend the Bylaws to set the number of members of the Board at eleven.

3. amend the Bylaws to provide the Company's shareholders with the right to fill vacancies and newly created directorships on the Board

4. proposes to nominate Elizabeth K. Blake, George W. Braly and Robert T. Hanley for election at the Annual Meeting to fill the newly created directorships

5. proposes to amend the Bylaws to permit that the Chairman of the Board will be appointed by the Board and will not automatically be the CEO.

Loeb's Latest 13D Has a Little Syrup on It - Raises IHOP (IHP) Stake to 7%

In a 13D filing on IHOP Corp. (NYSE: IHP), Dan Loeb's Third Point LLC disclosed a 7% stake (1.25 million shares). This is up from the 850,000 share stake the firm disclosed for the quarter ended December 31, 2006.

In a pretty standard disclosure the firm said they presently do not have any plans or proposals that relate to or would result in any of the actions required to be described in Item 4 of Schedule 13D. The firm said it may review or reconsider its position with respect to the Company and formulate plans or proposals with respect to any of such matters.

Loeb is known for his aggressive activism with many of his investments.

Acorda Therapeutics (ACOR) Responds to Loeb's Request to Sell

Acorda Therapeutics, Inc. (NASDAQ: ACOR) responded to a letter from Dan Loeb's Third Point LLC urging the company to sell itself. The company said, "The board of directors of Acorda Therapeutics continually evaluates ways to maximize shareholder value and to serve the best interests of all shareholders."

In his letter to Acorda yesterday, disclosed in a 13D filing, Loeb said, "A larger, more experienced company would be able to expedite Fampridine SR through the FDA and into the hands of patients more quickly and efficiently."

ValueAct Capital Discloses 5.5% Stake in Warner Chilcott (WCRX)

In a 13D filing after the close on Warner Chilcott Limited (Nasdaq: WCRX), ValueAct Capital disclosed a 5.5% stake (13.8 million shares) in the company.

The disclosure in the 'Purpose of Transaction' section of the filing uses pretty standard language. The firm said they reserve the right to formulate other plans and/or make other proposals, and take such actions with respect to their investment in the Issuer, including any or all of the actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D, or acquire additional Common Stock or dispose of all the Common Stock beneficially owned by them, in the public market or privately negotiated transactions.

Earlier this week, ValueAct Capital offered to acquire another one of it portfolio companies, Catalina Marketing (NYSE: POS).

Loeb's Third Point Urges Acorda Therapeutics (ACOR) To Sell The Company

In a 13D filing on Acorda Therapeutics, Inc. (Nasdaq: ACOR) 9.9% holder Daniel Loeb's Third Point LLC disclosed a letter sent to Board of Directors urging them to immediately retain an investment bank and pursue a process to sell the Company in its entirety, foregoing the recently announced plan to partner Fampridine SR only in Europe. Loeb changed the firm's filing status from its prior "passive" 13G. Loeb first disclosed his hefty stake in Acorda in an October 2006 filing that we noted here.

In the letter Loeb said, " we strongly believe that Fampridine-SR would have the greatest value in the hands of a seasoned worldwide multiple sclerosis drug developer and marketer. A larger, more experienced company would be able to expedite Fampridine SR through the FDA and into the hands of patients more quickly and efficiently."

The firm also said, "Based on our analysis, we believe that there would be several potential interested buyers and that the acquisition price would be significantly in excess of the current market valuation."

A Copy of the Letter:

Dear Mr. Cohen:

Entities advised by Third Point LLC ("Third Point") hold 2,290,000 common shares of Acorda Therapeutics ("ACOR" or the "Company"), representing 9.9% of the common shares outstanding.

On September 25, 2006, the Company announced statistically significant results from the PIII study of Fampridine-SR for walking improvement in multiple sclerosis ("MS") patients. Primarily as a result of this exciting development,ACOR shares appreciated from $2.22 on September 22, 2006 to $22.61 on February21, 2007. More importantly, the Company's success brought an important new MSagent closer to market for patients who, upon successful completion of the second PIII trial and subsequent FDA approval, will benefit from the drug.

To that end, for the next stage of the drug's development, we strongly believe that Fampridine-SR would have the greatest value in the hands of a seasoned worldwide multiple sclerosis drug developer and marketer. A larger, more experienced company would be able to expedite Fampridine SR through the FDA and into the hands of patients more quickly and efficiently.

Accordingly, we believe that the Board of Directors should immediately retain an investment bank and undergo a process to sell the Company in its entirety, and forego the recently announced plan to partner Fampridine SR only in Europe.While we understand your desire to market Fampridine SR alone in the United States, we believe that such a strategy would be a tremendous injustice not only to multiple sclerosis patients, who should receive such an effective drug in the most expeditious manner possible, but also to your public shareholders, who have supported Fampridine SR's development. Indeed, a European partnership would be a serious mistake, as it would drastically impair if not eliminate the level of interest from potential acquirers of ACOR. Based on our analysis, we believe that there would be several potential interested buyers and that the acquisition price would be significantly in excess of the current market valuation.

We are confident that a sale would be in the best interests of both shareholders and the many patients suffering from MS. Should the Board of Directors not be responsive to our request, we will explore alternatives for exerting greater control of the Company.

With all due respect,

Daniel S. Loeb

Chief Executive Officer

Select Equity Group Opposes Management-Led Buyout of Laureate Education (LAUR)

In a 13D filing after the close on Laureate Education, Inc. (Nasdaq: LAUR) Select Equity Group disclosed a 7.14% stake (3.7 million shares) in the company. This is up from the 3.1 million shares stake the firm disclosed for the quarter ended 12/31/06. The firm also disclosed a letter sent to the Board of Directors expressing their reservations about the management-led buyout transaction at $60.50 per share.

In the letter, Select Equity states that the Proposed Transaction is grossly inadequate and that the process by which the deal was proposed and evaluated was flawed by clear conflicts of interest.

In the letter the firm said, "Using the $5.00 per share figure projected for 2010 and applying the 24 times forward multiple currently placed on Strayer Education (Nasdaq: STRA), Laureate, by the summer of 2009, would trade at almost double the proposed transaction value. Using a conservative discount rate of 15%, Laureate is worth substantially more than $60.50 per share."

The firm changed their filing status from 13G to 13D, indicating their more active stance with the investment.

A Copy of the Letter:

Dear Independent Member of the Board:

Select Equity Group, Inc. and its affiliates are significant and long-term shareholders of Laureate Education, Inc. ("Laureate," or the "Company"). We began investing in the Company in 2003 and currently own over 3.6 million shares of common stock, making us the Company's third largest outsides shareholder.

We have admired the management of the Company over the last four years, but we have significant reservations about the proposed management-led buyout transaction at $60.50 per share. This offer is grossly inadequate and the process by which the deal was proposed and evaluated was flawed by clear conflicts of interest.

If the terms of the Merger Agreement are not amended to better reflect the true value of the Company, Select Equity will not support the transaction.

A. PEER ANALYSIS. Currently, Laureate's US peers - as defined in the Company's 2006 Proxy Statement - trade at an average of 21 times 2008 estimated earnings. Three of the six companies you compare Laureate to, however, have FLAT TO DECLINING EARNINGS, and the only company with revenue and earnings growth rate consistently approaching Laureate's, Strayer Education, trades at 24 times 2008 estimated earnings. The current deal, at $60.50, values Laureate at 19.5 times 2008 estimated earnings, nearly 10% BELOW that of its under performing peers and19% BELOW Strayer.

We think there is a clear argument to be made, however, that LAUR should trade at a premium to the US-based education companies. CEO Doug Becker has explained publicly the superior qualities of Laureate's business model versus its American peers, including: (i) International higher education markets are growing two to four times faster than the US market; (ii) A four to six year average length of stay per enrolled international student versus one to two years in the US; (iii)A lower attrition rate for international students; (iv) The absence of Title IV funding/regulatory issues internationally; (v) A two to three times wage premium for college graduates internationally versus domestically; (vi) Greater tuition pricing power internationally at one and a half to two times the rate of inflation; (vii) Virtually no online competitors internationally; (viii) Public higher education systems abroad that cannot afford to expand; and (ix) An untapped international adult education market.

Additionally, there is, as described by Mr. Becker, tremendous franchise value as the largest (and arguably the only) international network of universities. Laureate spent nearly a decade acquiring and integrating best-in-class universities in 15 countries, creating a network that would be extremely difficult--if not impossible--to replicate.

B. EARNINGS ANALYSIS. CFO Rosemarie Mecca said at a recent investor conference:"Our vision for 2010 has remained unchanged for the last several years. By 2010, it's our expectation that we have at least $2 billion in revenue and operating margin[s] somewhere around 20%, and EPS of about $5.00 per share. We're generally going to see between 15% and 20% earnings growth beyond 2010 to 2015.And I can tell you that Doug and I spend a lot of our time thinking about and working on the path beyond 2010."

Using the $5.00 per share figure projected for 2010 and applying the 24 times forward multiple currently placed on Strayer Education, Laureate, by the summer of 2009, would trade at almost double the proposed transaction value. Using a conservative discount rate of 15%, Laureate is worth substantially more than$60.50 per share. And there's upside to our forecast, as Mr. Becker has discussed the possibility of achieving that $5.00 EPS benchmark earlier than2010 if even a reasonable number of the accretive acquisitions currently in the pipeline in China and Brazil are completed.

C. ANALYSIS OF THE EDMC TRANSACTION. Some have undoubtedly tried to persuade you that the $60.50 per share price compares favorably to the valuation multiple at which Education Management Corporation (EDMC) was taken private in June 2006.But comparing EDMC to Laureate is inappropriate. First, the comparison does not accurately reflect the life cycle of capital deployment and harvest for each franchise. EDMC was a more mature business at the time of its acquisition; its capital expenditures had actually fallen by nearly 20% from fiscal years 2003 to2006. As evidenced by repayment of debt, significant cash accumulation on the balance sheet, capital spending declines, and public discussion of stock buybacks and/or dividends, we can infer that either returns on additional capital deployed had become less attractive or fewer opportunities were present for EDMC.

By contrast, Laureate sees, in the words of Mr. Becker, "an almost inexhaustible array of investment opportunities" with internal rates of return in the 40%range in Latin America and mid-20% range in Europe, as well as numerous high return opportunities in Asia. As evidence, Laureate's capital expenditures approximately doubled from 2003-2006, contrasting sharply with EDMC's spending trends.

Second, should your advisors encourage you to compare multiples of EBITDA, remember that Laureate's EBITDA is significantly understated, as the Company has been rapidly investing over the past few years to build its global platform. Mr.Becker has publicly discussed "lots of advanced investment in infrastructure, product development, new country entry, management additions," and other investments needed "to grow the business at a 15%-20% earnings growth rate"after 2010. For example, of Laureate's 58 campuses, only 25 are considered mature, 25 are developing, and eight are less than two years old. Company management has discussed how the operating margins of fully performing campuses can reach 40%, yet the existing campus network has operating margins of 18%. It should be noted that EDMC did not have such a high proportion of newer campuses(nor did it maintain a full-time M&A team in countries without campuses, as Laureate does). Additionally, Laureate's online business has undergone significant investment since the purchase of Walden, and management has told the investment community to expect online operating margins to reach the mid-20%range in a few years, up from current 19% margins. All told, Laureate is "in the early days of growing [the] business," according to Mr. Becker, pressuring EBITDA margins near-term while creating significant earnings power down the road.

Finally, if you are forced to compare the EDMC transaction with the proposal of the investment group led by Mr. Becker, a P/E multiple is a better valuation metric. After all, the Company pays minimal taxes today in most of the international markets in which it operates. The buyout of EDMC valued that company at 21.5 times calendar 2007 estimated earnings on June 1, 2006. The Laureate deal, expected to close in the summer of 2007, values Laureate at 19.5times calendar 2008 estimated earnings, or 9% LESS THAN the EDMC multiple. For the reasons discussed above, Laureate demands a higher multiple than EDMC.

Our reservations about this transaction extend beyond price to the process by which the deal was proposed and evaluated. There is an inherent conflict of interest in a management-led buyout that arises from interested management, in their role as part of the buying group, trying to get the lowest price for the company and a greater stake in the equity of the acquisition vehicle. Thus, in dealing with private equity suitors, interested members of management, by definition, act against the interests of the Company's other shareholders, who are seeking the highest price possible in order to maximize the value of their investment. In this case, the Special Committee's appointment of an interested member of management (Mr. Becker) to solicit offers from other potential suitors created an obvious conflict of interest between public shareholders and the buyout group.

We are concerned that the evident conflicts in this case have resulted in a deal that is unfair to long-term shareholders and we urge the Board to reconsider. As stated above, if the terms of the Merger Agreement are not amended to better reflect the true value of the Company, Select Equity will not support the transaction.

Sincerely,

John D. Britton/Principal

James R. Berman/General Counsel

ValueAct Capital Raises Stake in Reuters Group plc (RTRSY) to 6.5%

In an amended 13D filing after the close on Reuters Group plc (Nasdaq: RTRSY), ValueAct Capital disclosed a 6.5% stake (88.55 million shares) in the company. This is up from the 5.2% stake (66.3 million shares) the firm disclosed in the original 13D filing earlier in the month.

The firm made no changes to the 'Purpose of Transaction' section of the filing which uses pretty standard language. The firm said they reserve the right to formulate other plans and/or make other proposals, and take such actions with respect to their investment in the Issuer, including any or all of the actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D, or acquire additional Common Stock or dispose of all the Common Stock beneficially owned by them, in the public market or privately negotiated transactions.

Coghill Capital Discloses 8.6% Stake in Energy Conversion Devices (ENER), Said Board Should Consider Changes to Management and Structure

In a 13D filing after the close on Energy Conversion Devices, Inc. (Nasdaq: ENER), Coghill Capital disclosed an 8.6% stake (3.4 million shares) in the company. The firm changed its filing status from 13G to 13D, indicated a more active approach with the investment.

In the filing, Coghill said it believes that the company's Board of Directors should consider making changes to current management and enterprise structure and intend to be in contact with members of the Board to express this view.

Jove Partners Discloses 5.1% Stake in Matrixx Initiatives (MTXX), Suggests Acquisition

In a 13D filing on Matrixx Initiatives Inc. (Nasdaq: MTXX), Jove Partners disclosed a 5.1% stake (500K shares) in the company.

The firm noted in the filing that they appreciate the job that management has done and is doing to build the Zicam brand. However, they believe that the value created to date has not been appropriately recognized by the market and will not be fully realizable as long as Zicam remains a stand-alone brand. In particular, the the firm believes that the company's profit margins have been depressed and should normalize over the next several years. The firm believes that this normalization could be meaningfully enhanced if the company were acquired by a strategic investor.

Large LESCO (LSCO) Holder Hawkshaw Capital Disappointed with Deere (DE) Takeover Offer

In a 13D filing on LESCO Inc. (Nasdaq: LSCO) 13.6% holder Hawkshaw Capital disclosed a letter to the company expressing their dissatisfaction with the $14.50 takeover offer from Deere & Co. (NYSE: DE). The firm said the intrinsic value is significantly higher than what Deere & Co. is offering.

Hawkshaw said, "We are confident that shareholder value well in excess of $14.50 will be created if the Board and current management continue to execute on: 1) rebuilding the direct sales force, 2) avoiding the sizable hedging losses and uneconomic pricing commitments experienced in 2006, and 3) growing the number of high return on capital service centers."

Hawkshaw also said, "it appears that the Board did not conduct an open auction process, in which all interested parties might have been given an opportunity to bid for Lesco."

Hawkshaw intends to vote against the proposed transaction.

Hawkshaw changed their filing status from 13G to 13D indicating their more active stance with the investment.

A Copy of the Letter:Dear Lesco Board Members:

I am writing to you with regard to the proposed sale of Lesco Inc. to Deere &Co. for a consideration of $14.50 per share. Hawkshaw Capital Management, LLC("Hawkshaw"), of which I am a Managing Member, is currently the beneficial owner of 1,246,733 shares of Lesco common stock, which we believe represents over 13%of shares outstanding, thus making us Lesco's second largest shareholder.

Lesco's intrinsic value is significantly higher than what Deere & Co. is offering. The proposed price of $14.50 at best captures the cost synergies available to Deere & Co. as a strategic acquirer, but fails to adequately compensate Lesco shareholders for a return to normal operating earnings and the value creation from continued expansion of the company's high return on capital retail service center business.

We do not understand why the Board decided to sell Lesco at such an inopportune time: that is, immediately following one of the worst operating years in the company's history. The issues that precipitated the stock's decline are, in our view, temporary in nature and largely fixable over the next two years. In 2006,Lesco weathered a "perfect storm" that resulted in a greater than 50% decline int he company's share price. Prior to these challenges, the stock had traded as high as $18 per share. We are confident that shareholder value well in excess of$14.50 will be created if the Board and current management continue to execute on: 1) rebuilding the direct sales force, 2) avoiding the sizable hedging losses and uneconomic pricing commitments experienced in 2006, and 3) growing the number of high return on capital service centers. Indeed, management has already articulated plans to accomplish these objectives and has publicly reported substantial progress on the sales force effort in particular. Therefore, we question the Board's decision to sell the company at this time and at this price.

Furthermore, it appears that the Board did not conduct an open auction process,in which all interested parties might have been given an opportunity to bid for Lesco. If this is in fact the case, we would question whether the Board has sufficiently executed its fiduciary duty to ensure maximum value for shareholders. Therefore, should any alternative potential buyers approach the company, it is incumbent upon the Board to facilitate equal access to all information provided to Deere & Co., despite any conditions that may be imposedby the merger agreement. If no alternative buyer emerges with a sufficiently higher bid, we believe the merger agreement with Deere & Co. should be terminated, and would support Lesco remaining independent under the leadership of current management.

For these reasons, we currently intend to refrain from voting our shares in support of this transaction.

Best Regards,

Frank Byrd, CFA

Managing Member

Hawkshaw Capital Management, LLC

ValueAct Capital Offers to Acquire Catalina Marketing (POS) for $32 Per Share

In an amended 13D filing on Catalina Marketing (NYSE: POS) 15.5% holder ValueAct Capital disclosed that on February 20, 2007, they sent a letter to the Board of Directors of the Issuer, expressing an interest in acquiring at a price of $32.00 per share all of the outstanding shares of the company not already owned.

The letter stated that ValueAct Capital is prepared to commence negotiations on a definitive agreement immediately, with a view of executing such an agreement within one week.

They intend to finance the transaction with a combination of an additional equity investment from ValueAct Capital and third-party debt financing to be underwritten by one or more investment banks.

Karsch Capital Wants CSK Auto (CAO) To Initiate a Sale Process Immediately

In an amended 13D filing on CSK Auto Corp (NYSE: CAO) 9.4% holder Karsch Capital Management disclosed that on February 20, 2007, they sent another letter to the Board in which it revised the timing of its request that the company actively pursue a sale of the entire company.

Karsch said following an announcement from the company that it expects to complete its financial restatement by the end of March 2007, they now believe that the company should initiate a sale process immediately.

In the letter the firm said, "While we had previously believed that the most opportune time for the Board to undertake this action was upon the Company's filing of its financial statements, we now believe that the best and most efficient course of action is for the Board to put the Company up for sale immediately."

The firm also said, "Now that the Company has stated that it expects that it can file its financial statements no later than one month beyond the February 28, 2007 date set by the SEC, we have received numerous indications that potential acquirers would prefer to conduct their due diligence investigation of the Company now and thereby be in a position to make an acquisition proposal at or shortly after the date the Company files its financials."

A Copy of the Letter:

To The Board of Directors of CSK Auto Corporation ("CSK Auto" or the "Company"):

Karsch Capital Management, LP(1), as a holder of 9.3% of the outstanding common stock of CSK Auto's common stock, continues to feel strongly that it isin the best interests of all shareholders for the Board of Directors (the"Board") to put the Company up for sale for the reasons stated in our letter tothe Board, dated October 9, 2006. While we had previously believed that the most opportune time for the Board to undertake this action was upon the Company's filing of its financial statements, we now believe that the best and most efficient course of action is for the Board to put the Company up for sale immediately, as we detail below.

Since our last letter to the Board dated October 23, 2006, we have received numerous inquiries about CSK Auto that lead us to believe that there is genuine interest from private equity firms in acquiring the Company and from investment banks in financing a transaction for a prospective buyer. Now that the Company has stated that it expects that it can file its financial statements no later than one month beyond the February 28, 2007 date set by the SEC, we have received numerous indications that potential acquirers would prefer to conduct their due diligence investigation of the Company now and thereby be in a position to make an acquisition proposal at or shortly after the date the Company files its financials.

Further, while we understand that the Board, for business reasons, may not wish to allow competitors and other potential strategic buyers access to sensitive business information, hiring a nationally-recognized investment bank to run an auction process appropriately mitigates such considerations and such considerations are not applicable to financial buyers.

The debt capital markets are very strong right now. By putting the Company up for sale immediately, we believe the Board would increase the probability of a transaction given these current robust capital markets. We strongly feel that this would be the best course of action to maximize shareholder value.

Sincerely,

Michael Karsch

Steel Partners II Raises Stake in Selectica (SLTC) to 7.9%

In a 13D filing on Selectica Inc. (Nasdaq: SLTC), Warren Lichtenstein's Steel Partners II disclosed a 7.9% stake (2.54 million shares) in the company. The firm disclosed a 1.54 million share stake in SLTC for the quarter ended December 31, 2006.

The firm said it has no present plans or proposals which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D, but the firm said in the future they may seek to take certain actions with respect to its investment in the company.

Image from http://english.chosun.com at a board meeting of Korean tobacco maker KT&G in Seoul.

Children's Investment Fund Urges For A Break-Up or Sale of ABN AMRO (ABN)

Shares of ABN AMRO Holding N.V. (NYSE: ABN) are 6% higher in pre-open action after London-based fund, The Children's Investment Fund, urged the company to actively pursue the potential break up, spin-off, sale or merger of its various businesses (or as a whole). The firm sees a "sum of the parts" value in excess of EUR 30 per share.

In a letter to the company the firm said, "We believe that it would be in the best interests of all shareholders, other stakeholders and ABN AMRO for the Managing Board of ABN AMRO to actively pursue the potential break up, spin-off, sale or merger of its various businesses (or as a whole), in much the same way you successfully managed and executed when you were the CEO at Sears. We believe that this strategy would not only create significant shareholder value but also would best serve all the stakeholders who otherwise would suffer over the long term from the structurally declining competitive position of ABN AMRO."

A Copy of the Letter:

Dear Mr Martinez and Mr Groenink,

Agenda items for the AGM of ABN AMRO Holding N.V. on 26 April 2007 The Children's Investment Fund Management (UK) LLP is the London based fund manager for The Children's Investment Master Fund. The fund manager was formed by Christopher Hohn in 2003. I, Patrick Degorce, am one of its founding members.

The Children's Investment Master Fund currently owns more than 1% of the share capital of ABN AMRO Holding N.V. ("ABN AMRO") and the fund's shareholding has a market value in excess of EUR50 million. Enclosed with this letter is evidence of The Children's Investment Master Fund's shareholding in ABN AMRO. Article 28.5 of the articles of association of ABN AMRO give shareholders who represent at least 1% of ABN AMRO's capital or who hold shares with a market value of at least EUR50million, per the Official List of Euronext Amsterdam N.V, the right to request that the Managing Board or the Supervisory Board place items on the agenda for a General Meeting of shareholders.

As Chairman of the Supervisory Board you are the ultimate guardian and fiduciary of shareholders' interests. Therefore we are writing to give you the background to our request today for five motions to be put to all shareholders of ABN AMRO at the next AGM scheduled for 26 April 2007.

Since the current chairman of the Managing Board was appointed in May 2000 ABN AMRO has given shareholders a cumulative share price return of 0% (excluding dividends) compared to (a) the ABN AMRO selected peer group of approximately 44% and (b) the Dow Jones Euro Stoxx Banks Index of 44% (all numbers are for the period 1 June 2000 to 31 January 2007).

This terrible shareholder return is a function of the fact that ABN AMRO's underlying earnings per share has been broadly flat for around 6 years, during a time when nearly all banks globally have enjoyed a period of strong earnings growth.

The Managing Board has presented several restructuring strategies over the last 6years which were supposed to accelerate earnings growth which would be reflected in a higher share price. In 2006 they again committed to cut costs and they have so far failed to deliver.

As shareholders we are also concerned that, if the credit environment were to worsen, the current profitability of ABN AMRO could be significantly impacted and further weaken the capacity of ABN AMRO to invest and grow.

The recent acquisition of Banca Antonveneta at a very high price has also failed to deliver the promised shareholder value and has caused the market to discount ABN AMRO's share price to reflect its concern over the Managing Board's acquisition strategy.

As a result of the above failures and risks, we believe that ABN AMRO's current market capitalisation stands at a significant discount to the fair value of ABN AMRO's underlying assets.

The "sum of the parts" analysis conducted by most sell-side analysts show that the aggregate value of ABN AMRO's businesses would justify a price significantly in excess of EUR30 per share. This view was recently echoed in a note published on 11 January 2007 by the number one rated (by Institutional Investor) European bank analyst working at Merrill Lynch, entitled ''Now or Never''. In addition, most analysts see further upside from aligning the profitability of ABN AMRO's major businesses to the level of their best in class peers.

We believe that it would be in the best interests of all shareholders, other stakeholders and ABN AMRO for the Managing Board of ABN AMRO to actively pursue the potential break up, spin-off, sale or merger of its various businesses (or as a whole), in much the same way you successfully managed and executed when you were the CEO at Sears. We believe that this strategy would not only create significant shareholder value but also would best serve all the stakeholders who otherwise would suffer over the long term from the structurally declining competitive position of ABN AMRO.

We believe that it would be in the best interests of all shareholders, other stakeholders and ABN AMRO for the Managing Board of ABN AMRO to cease its current acquisition strategy which we believe could further erode shareholder value. In particular there has been repeated press speculation about the potential acquisition of Capitalia SpA. We think such an acquisition would have a negative impact upon the share price of ABN AMRO given the current high valuation of Capitalia relative to ABN AMRO's own valuation and the risk of the acquisition causing the departure of Capitalia's very successful management team.

For the above reasons we are requesting the attached independent motions to be put on the agenda (as per article. 28.5 of the articles of association) as separate items for the shareholders to vote on at the Annual General Meeting to be held on 26 April 2007.

I should be grateful to meet with you to discuss the contents of this letter at your earliest convenience.

We kindly request you to confirm to us by return that you have received this letter and will include our motions on the agenda for the Annual General Meeting to be held on 26 April 2007.

Yours sincerely,

Patrick Degorce

The Children's Investment Fund Management (UK) LLP Encs.

Icahn Seeks to Nominate 4 to Temple-Inland (TIN) Board

On Friday, 6.7% holder Carl Icahn delivered a letter to Temple-Inland (NYSE: TIN), notifing the company of his intent to appear at the 2007 annual meeting, in person or by proxy, to nominate and seek to elect individuals as members of the board of directors.

Icahn filed to nominate 4 directors to the WCI board: Jose Maria Alapont, Ambassador John R. Bolton, Keith A. Meister, James J. Unger.

In his original 13D filing, Icahn said the stock is undervalued due to the conglomerate structure of the company. Icahn said he plans to recommend a divestiture or spin-off of one or more of the Company's component businesses.

Icahn Seeks to Nominate 10 to WCI Board

On Friday, 14.6% holder Carl Icahn delivered a letter to WCI Communities Inc. (NYSE: WCI), notifing the company of his intent to appear at the 2007 annual meeting to nominate and seek to elect individuals as members of the board of directors.

Icahn filed to nominate 10 directors, including himself, to the WCI board.

In response to Ichan's letter, WCI said Ichan's plan was not in the best interest of all shareholders. Don E. Ackerman, Chairman of the Board of WCI, stated, "The Board believes that Mr. Icahn's plan to run a hand-picked slate of directors to further his personal objectives would be highly disruptive to our company and not in the best interests of all our shareholders. The Board is committed to maximizing value for our shareholders by following processes that will not favor any specific shareholder in the purchase or sale of the company's shares or assets."

Photo: Bloomberg

Loeb's Third Point Confirms Intent to Conduct Proxy Contest Related to Pogo Producing (PPP)

Friday afternoon, Dan Loeb's Third Point LLC filed an amended 13D confirming its intent to conduct a proxy contest at the 2007 annual shareholders meeting of Pogo Producing Company (NYSE: PPP) that will allow the firm to elect new directors comprising a majority of the Company's board of directors. Third Point hold 4,615,000 common shares of PPP, representing 7.9% of the common shares outstanding.

In a letter to the company Loeb said, "While we are disappointed in the results achieved under your leadership, we continue to believe the Company's assets are valuable and under-utilized. Hiring Goldman, Sachs & Co. and TD Securities Inc. to help the Company explore strategic alternatives is a positive step, but we have no faith in the current board's ability to oversee such a process."

A Copy of the Letter:

Dear Mr. Van Wagenen:

Entities advised by Third Point LLC ("Third Point") hold 4,615,000 common shares of Pogo Producing Company ("Pogo" or the "Company"), representing 7.9% of the common shares outstanding.

We have reviewed the operating and financial results for 2006 and guidance for 2007 released yesterday. We were hopeful that the results and guidance would reflect the improvement in operations that you projected on October 24, 2006 during your third quarter earnings conference call (the "Call"). Needless to say, we are disappointed by the results but not surprised-given the Company's sad history of failing to meet projections.

During the Call you projected fourth quarter production of between 85,000 and 90,000 barrels of oil equivalent per day ("boepd"). You further projected production would ramp from the then current rate of 87,000 boepd to a 2006 year-end exit rate of 95,000 to 100,000 boepd. Actual fourth quarter production of 84,400 boepd was not only below your prior projections but implies that production actually declined from the date of the Call through the end of the year.

Unfortunately production was not the only disappointment in the financial results. The $4.39 per thousand cubic feet equivalent ("mcfe") you reported for 2006 drill bit reserve replacement is appalling and emblematic of the Company's poor capital allocation decisions during your tenure. What we find particularly perplexing, however, is that after announcing on the Call a 10% increase in capital spending to $880 million for 2006, by year's end spending had increased a further $64 million to $944 million. Not only does Pogo allocate capital poorly, but it seems unable to operate within its stated budgets.

While we are disappointed in the results achieved under your leadership, we continue to believe the Company's assets are valuable and under-utilized. Hiring Goldman, Sachs & Co. and TD Securities Inc. to help the Company explore strategic alternatives is a positive step, but we have no faith in the current board's ability to oversee such a process.

Accordingly, as we advised you in our letter dated December 1, 2006, we intend to conduct a proxy contest at the 2007 annual meeting of shareholders that will allow us to elect new directors comprising a majority of the Company's board of directors. We will provide formal notice of our director slate and specific proposals in a forthcoming communication.

Sincerely,
Daniel S. Loeb
Chief Executive Officer

Link to Loeb's past actions related to PPP

Does Pirate Capital Like it HOT?

In analyzing Pirate Capital's recent 13F for the quarter ended Dec. 31, 2006 we found an interesting new holding for the shaken-up activist hedge fund. It appears, Pirate initiated a new 595,600 share stake in Starwood Hotels & Resorts Worldwide Inc. (NYSE: HOT).

The stake is small at just 0.281%, but with Tom Hudson's recent commitment to stream-line the fund we find it interesting that he is putting on a new trade. As we have been reporting for some time, Pirate has mainly been liquidating all but a few positions and Bloomberg recently reported that the fund's assets fell from $1.8 billion in August 2006 to $1.1 billion. The hedge fund disclosed 35 positions for the quarter ended June 30, 2006, that is now down to 19 positions.

Loeb Gets His Way - Twice

Dan Loeb of Third Point LLC scored a double win today.

1. Nabi Biopharmaceuticals (Nasdaq: NABI) announced that Thomas H. McLain has resigned as chairman, chief executive officer and president, effective immediately. Loeb had been pushing for McLain's ouster.

Link to past reports on Loeb's moves related to NABI

2. Pogo Producing Company (NYSE: PPP) confirmed that its Board of Directors previously initiated the exploration of a range of strategic alternatives to enhance shareholder value and is continuing to do so, including the possible sale or merger of Pogo, the sale of its Canadian, Gulf Coast, Gulf of Mexico or other significant assets, and changes to the company's business plan. Pogo retained Goldman, Sachs & Co. and TD Securities Inc. as financial advisors for the process. Loeb has been pushing the company to sell.

Link to past reports on Loeb's moves related to PPP

Pirate Capital's Hudson said Brinks (BCO) should be sold in its entirety or split into two pieces

In an amended 13D filing after the close on Brinks Co. (NYSE: BCO) 8.6% holder Pirate Capital, which recently announced that its founder Thomas Hudson will be added to company's board, noted comments made by Hudson to the Bloomberg news organization saying either the company should be sold in its entirety or split into two pieces.

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

"On February 14, 2007, the Bloomberg news organization released an article entitled "Pirate Capital's Hudson Says Brink's Should Be Sold or Split Up." The article included a statement provided to the Bloomberg news organization by Thomas R. Hudson Jr., the Manager of Pirate Capital. The first two paragraphs of the article follow:

Feb. 14 (Bloomberg) - Thomas R. Hudson Jr., whose hedge fund company Pirate Capital LLC is the largest shareholder of Brink's Co., said the armored-car maker should be sold.

"At this point the only question in my mind is whether the company should be sold in its entirety or split into two pieces and each piece sold to a separate buyer," Hudson said in an e-mailed statement today."

NOTE: Pirate Capital has been pushing for a sale for some time.

Link to past reports on Pirate Capital's moves realted to Brinks.

Clinton Group Raises Stake in Lenox Group (LNX) to 8.1%

In a 13D filing on Lenox Group Inc. (NYSE: LNX), Clinton Group disclosed an 8.1% stake (1.148 million shares) in the company. This is up from the 6.8% stake the firm disclosed in the original 02/12 13D filing.
In the original 13D filing, the firm said it has no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D. The firm did not amended this section of the filing.

SAC Capital's Latest Portfolio Changes

While Stevie Cohen's SAC Capital has gone activist in the past, his firm is not know for an activist style of investing. Nonetheless, Cohen is considered one of the best traders in the market today and his movements should be noted. Below are a few interesting trades taken from our report at StreetInsider.com. The full report can be found here.

Raises stake in Bearingpoint Inc. (NYSE: BE) from 49,300 to 886,600
Raises stake in Bristol-Myers Squibb Co. (NYSE: BMY) from 100,000 put options to 1,076,000
Raises stake in Goodyear Tire & Rubber Co. NYSE: GT) 162,500 to 1,607,500
Raises stake in New River Pharmaceuticals from 1,366,053 to 3,212,231 (had put option, no longer)
Raises stake in PPL Corp (NYSE: PPL) from 325,400 to 1,931,706
Raises stake in UAL Corp (Nasdaq: UAUA) from 190,000 to 1,619,932
Shows a new stake in Mindspeed Technologies Inc. (Nasdaq: MSPD) of 2,030,235
Shows a new stake in RadioShack (NYSE: RSH) of 827,500
Shows a new stake in Tronox Inc. (NYSE: TRX) of 1,350,000 shares
Lowers stake in Las Vegas Sands (NYSE: LVS) from 636,300 to 57,200
Lowers stake in McDonald's (NYSE: MCD) from 719,700 to 244,900
Lowers stake in XM Satellite Radio Holdings Inc. (Nasdaq: XMSR) from 1,110,777 to 150,000

SAC's 13F can be found here.

Notable Changes from Berkshire Hathaway's 13F

While Warren Buffett is no activist investor he is arguably the best value investor of all time. Value is the basis of much activism. Here is a breakdown of his latest moves as noted at the Insider Trades section of our main StreetInsider.com website. Link To Original Article

Below is a list of changes from Warren Buffett's Berkshire Hathaway portfolio when comparing the newly released 13F for the quarter ended December 31, 2006 to the 13F for the quarter ended September 30, 2006.

NEW: Ingersoll-Rand (NYSE: IR) new 636,600; Unitedhealth Group, Inc. (NYSE: UNH) new 1,021,400; US Bancorp (NYSE: USB) new 23,307,300 (stake disclosed yesterday in delayed filing but firm held 6.1M shares at 03/31/06, 22.1M shares at 06/30/06 and 23.3M shares at 08/30/06)

Raised Stakes: USG Corporation (NYSE: USG) from 16,700,992 to 17,072,192; Wells Fargo (NYSE: WFC) from 190,641,600 to 204,022,100

Reduced Stakes: Ameriprise Financial Inc. (NYSE: AMP) from 19.26 million shares to 8.27 million shares; H & R Block (NYSE: HRB) from 10,971,000 to 4,113,400; Comcast Corp (Nasdaq: CMCSA) from 11,110,200 to 8,000,000; OSI Restaurant Partners, Inc. (NYSE: OSI) from 1,818,800 to 0 (buyout); Pier 1 Imports (NYSE: PIR) from 3,290,000 to 1,483,400; Sealed Air Corporation (NYSE: SEE) from 677,700 to 0; Target Corp (NYSE: TGT) 745,700 to 0

Maintained Stakes: American Express (NYSE: AXP), American Standard (NYSE: ASD), Anheuser Busch (NYSE: BUD), Coca Cola (NYSE: KO), Comdisco Holding (OTCBB: CDCO), ConocoPhillips (NYSE: COP), Costco (Nasdaq: COST), First Data (NYSE: FDC), Gannett (NYSE: GCI), General Electric (NYSE: GE), Home Depot (NYSE: HD), Iron Mountain (NYSE: IRM), Johnson & Johnson (NYSE: JNJ), Lowes Companies (NYSE: LOW), M & T Bank (NYSE: MTB), Moody's (NYSE: MCO), Nike Inc. (NYSE: NKE), PetroChina Co. Ltd. (NYSE: PTR), Proctor & Gamble (NYSE: PG), Sanofi Adventis (NYSE: SNY), Servicemaster Company (NYSE: SVM), Sun Trusts Banks (NYSE: STI), Torchmark (NYSE: TMK), Tyco International (NYSE: TYC), United Parcel Service Inc. (NYSE: UPS), Wal-Mart Stores (NYSE: WMT), Washington Post (NYSE: WPO), Wesco Financial Corp. (NYSE: WSC), Western Union (NYSE: WU).

Broadwood Partners Raises Stake in STAAR Surgical (STAA) to 9.4%

In an amended 13D filing on STAAR Surgical Co. (Nasdaq: STAA), Broadwood Partners disclosed a 9.4% stake (2.4 million shares) in the company. This is up from the 7.4% stake (1.87 million share) the firm disclosed in a past filing.

The firm said it has been and may continue to be in frequent contact with members of the company's management, members of the company's Board of Directors, other significant shareholders and others regarding a wide range of topic.

The firm also said, it continues to closely monitor the substantial and ongoing improvement in the company's business results that has followed its implementation of the governance reforms that they requested in their letter of April 8, 2005. Because the company's increasing revenue growth and improving margins have not yet been reflected in its stock price, the firm continues to oppose any proposed acquisition of the Issuer at a price that does not represent a very large premium to its current market values.

Notable Changes from Icahn Management's 13F

Below is a list of changes from Carl Icahn's Icahn Management portfolio when comparing the newly released 13F for the quarter ended December 31, 2006 to the 13F for the quarter ended September 30, 2006.
Raised Stakes:
FEDERATED DEPT STORES (NYSE: FD) from 2,010,560 to 6,818,345
LEAR (NYSE: LEA) from 2,639,431 to 9,595,953 (already disclosed; Icahn $36 bid)
TELIK (NASDAQ: TELK) from 1,501,450 to 2,080,002

New Stakes:
MEDIMMUNE (NASDAQ: MEDI) new 2,775,206
Quest Resource Corp. (NASDAQ: QRCP) new 868,002
Regeneron Pharmaceuticals, Inc. (NASDAQ: REGN) new 173,304
Talisman Energy Inc. (NYSE: TLM) new 4,800,000
TEMPLE-INLAND (NYSE: TIN) new 4,240,000 (disclosed 7.2M shares in 1/22 13D)

Lowered Stakes:
CIGNA (NYSE: CI) from 1,060,000 to 679,733
GENCORP (NYSE: GY) from 987,120 to 0
TAKE-TWO INTERACTIVE (NASDAQ: TTWO) from 2,886,516 to 1,990,416 (rumor reported he sold the entire stake)
TIME WARNER (NYSE: TWX) from 55,029,039 to 20,030,922
WYNDHAM WORLDWIDE (NYSE: WYN) from 2,224,594 to 0

Dan Loeb Discloses "Passive" Stake in FEI Co (FEIC)

Known activist investor Daniel Loeb, through his Third Point LLC hedge fund, disclosed a "passive" 6.2% stake (2.1 million shares) in FEI Co. (Nasdaq: FEIC). Third Point did not show a stake in FEIC for the quarter ended September 30, 2006.

Regan Partners Discloses 7.8% Stake in EDGAR Online (EDGR)

In a 13D filing on EDGAR Online, Inc. (NASDAQ: EDGR) Regan Partners/Basil P. Regan disclosed a 7.8% stake (2 million shares) in the company.

Regan said it intends to enter into discussions with the Issuer's management. In addition, the firm may engage in communications with one or more shareholders, officers or directors of the Issuer, including discussions regarding the Issuer's operations and strategic direction.

A Copy of the Letter:

Members of the Board,

Regan Partners, L.P. currently beneficially owns approximately 6.37% of the common shares outstanding of Edgar Online and we have become significantly concerned by the Company's continued losses, and senior management's consistently inaccurate guidance and what we believe to be the resulting complete loss of credibility in the eyes of its shareholders and the investor community. The management of Susan Strausberg (CEO and President) has been ineffective at best. The company has lost money for the last twelve years. Revenues in the year 2006 were lower than those reported 2001, during which time it has lost over $31.5 million in net income and the number of shares outstanding has gone from fifteen million to twenty-six million, a seventy-five percent increase. Despite this continued issuance of shares, the company is left with a marginal balance sheet. This abysmal record speaks for itself. It is our view that Mrs. Strausberg does not have the managerial skill set required to increase shareholder value, particularly at this critical time. It appears to us that Edgar Online, Inc. is a rudderless company which has left shareholders significantly at risk.

Management has repeatedly given guidance forecasting a return to positive EBITDA and revenue growth. As illustrated below, the gap between Edgar Online management forecasts and actual results is extraordinary. This set of inaccurate guidance and failure to perform has caused the investment community to lose confidence in Mrs. Strausberg.

4th Quarter 2003 Earnings Conference call- February 3, 2004

Company guidance: Focus on long-term profitable growth and return to cash flow positive.

Actual results: The Company lost money in 2004, 2005 and 2006.

1st Quarter 2004 Earnings conference Call-April 27, 2004

Company guidance: Management did equity financing to support expected increase in business activity and 2004 revenue forecast of $13.7 million to$14.7 million.

Actual results: 2004 revenue were $12.9 million down from $14.3 million in2003.

2nd Quarter 2004 Earning Conference call- July 27, 2004

Company guidance: Expect third quarter revenue of $3.3 million to $3.5million and EBITDA of $(150,000) to breakeven.

Actual results: Revenue of $3.2 million and EBITDA of $(181,000).

3rd Quarter 2004 Conference call- November 1, 2004

Company guidance: Expect fourth quarter EBITDA of $(150,000) to breakeven.

Actual result: EBITDA of $(338,000).

Company guidance: For 2005 guidance was positive EBITDA in the first half of the year and positive earning per share in the second half.

Actual results: Lost more money in 2005 than in 2004.

4th Quarter 2004 Conference call- February 1, 2005

Company guidance: "2005 will be a banner year".

Actual results: Continued losses.

1st Quarter 2005 Conference call- May 3, 2005

Company guidance: 2005 revenues $14.5 to $16 million ("with the potential to exceed this"), 2005 EPS of $(0.08) to $(0.11).

Actual results: 2005 revenues of $14.2 million and EPS of $(0.23).

2nd Quarter 2005 Conference call- August 2, 2005

Company guidance: "Success will start to be recognized in late 2005 and will accelerate in 2006 and onward".

Actual result: Losses in 2005 and 2006.

4th Quarter 2005 Conference call- February 7, 2006

Company guidance: "We expect to be cash flow positive in the second half of 2006".

Actual results: Cash flow negative for all of 2006.

1st Quarter 2006 Conference call- May 2, 2006

Company guidance: Return to cash positive in the fourth quarter of 2006."We anticipate revenues will ramp up and accelerate as the year progresses".

Actual results: Cash flow loss in the fourth quarter, revenues down in fourth quarter compared to first quarter.

2nd Quarter 2006 Conference call- August 1, 2006

Company guidance: "We are still very optimistic we will be cash flow positive in the fourth quarter of 2006, but it may not be for the entire quarter."

Actual results: It does not appear the company was cash flow positive at any time in the fourth quarter of 2006.

3rd Quarter 2006 Conference call- November 1, 2006

Company guidance: Revenues of $4.2 to $4.4 million, EPS of ($0.04) to$(0.05).

Actual results: Revenue of $4.1 million and EPS of $(0.06).

4th Quarter 2006 Conference call- February 6, 2007 Company guidance:

Revenues of $4.2 to $4.4 million, EPS of $(0.05).

Actual results: Revenue of $4.1 million and EPS of $(0.06). Continued operating loss forecasted for the 2nd quarter of 2006.

Why is this record of losses and demonstrated inability to profitably run this business acceptable? The Board's inaction raises questions about its effectiveness and independence. To begin with, we believe it is poor governance for the Chairman of the Board and CEO to be a married couple. This relationship eliminates any sense of independence and allows these two people to control the Board's agenda. Further, excluding stock options, the outside Directors own only 83,000 shares of Edgar Online, Inc. stock (to say nothing of Mr. Strausberg's sales of personal shares). In addition to senior management, we believe that a significant portion of the company's shareholder base has lost confidence in this Board of Directors. I would like to remind the Board of Directors of their ultimate fiduciary duty to the shareholders, not management. In today's corporate environment where the spotlight is on Board oversight, independence and accountability, the deafening silence from the Edgar Online Board over the last several years would surely be construed by some experts as neglectful.

The poor operating results, loss of investor confidence in management, and governance concerns collectively demand that significant changes in management and the Board of Directors be made immediately. We therefore demand that:

1. Senior management be replaced immediately.

2. The Board appoint three (3) independent Directors of our choosing. Based on the board's current size constraint, this would require two (2) or more current directors to resign.

3. The Company provide us with a complete list of shareholders.

4. You hold an immediate meeting with us and the Independent Directors of the Board to discuss how it plans to effect these changes.

We believe these requests will improve shareholder value and if the Board fails to honor these requests, we reserve the right to take any and all further action.

Sincerely,

Regan Partners, L.P.

Basil P. Regan, General Partner