Activist Shareholders

Developments

Kerkorian increases his GM stake to 9.9%

GM and Kerkorian fail to agree on board representation

Carl Icahn makes an unsolicited offer for Fairmont Hotels

Carl Icahn and others pressure Time Warner

Knight Ridder's largest shareholder pushes for sale

Wendy's to sell part of Tim Hortons in IPO

Icahn drops lawsuit against Mylan Labs

Acxiom rejects hedge fund's bear hug offer

Disney dissidents settle

Mylan Labs buyback, in response to Carl Icahn

Under pressure, Morgan Stanley CEO to retire

Hedge fund hires Blackstone to "enhance" Wendy's

Kerkorian closes tender offer for 4.95% of GM

Carl Icahn reiterates bid for Mylan Laboratories

Investment firm criticizes proposed Maytag LBO

Commentary

Law firm mailings

M&A context 5.15.06
Overview - Mayer Brown 4.21.06
Advice for activist investors - Fried Frank 2.14.06
Re: hedge funds - Wachtell Lipton 12.21.05
Re: 2004 proxy season - Wachtell Lipton 2.03.05
Re: Payless ShoeSource - Wachtell Lipton 5.28.04

Atlantic Investment / RR Donnelley

Hedge fund argues for leveraged recapitalization

Schedule 13D 1.27.06

Discloses 5.0% position
Includes letter to CEO proposing $1B recap

RRD stock chart

K Capital / OfficeMax

Criticizes management

Letter to board 10.26.05
Schedule 13D amendment 10.27.05

Abrams Capital/ Juno Lighting

Investment fund makes buyout proposal

Long-standing shareholder makes buy-out offer
Juno hires Wachovia Capital Markets 5.12.05
Schedule 13D Amendment 5.12.05

Carl Icahn / Mylan Laboratories Inc.

Icahn reiterates bid for Mylan Laboratories

Same $20 per share previously offered
Sends letter to Mylan Board 6.01.05
MYL stock chart
Icahn drops litigation against Perry Corp 5.31.05
Icahn drops lawsuit against Mylan 7.25.05

Mylan responds with big stock buyback 6.14.05

Icahn criticized Mylan for overpaying for King Pharma

Deal was announced in July 2004
Icahn brought a proxy contest
Offered to buy Mylan outright for $20 per share

$4 billion stock merger was terminated

Would have combined a generic drug company (Mylan)
With a branded specialty company (King)

Scuttled in Feb 2005 after King had to restate its financials
Over product return issues
See King Pharma / Mylan Labs 2004-2005

Kirk Kerkorian / General Motors

Kerkorian increases his GM stake to 9.9%

Schedule 13D Amendment #7 1.25.06

Kerkorian sought GM Board representation

Kerkorian sells 12 million shares; Cuts stake to 7.8%

Schedule 13D Amendment #5 12.20.05

GM and Kerkorian fail to agree on board representation

Bank financing arrangements

Boosts stake to 9.9% 10.11.05

Schedule 13D Amendment #3

Files HSR Act notices to increase stake 9.21.05

No present intent to acquire or influence control
But may engage in discussions seeking
board representation
Schedule 13D Amendment #2

Increases his GM stake to 9.5% 9.01.05

Buys 13.1 million shares in three private transactions
For $463 million
Financed in part by Bank of America
Schedule 13D Amendment #1
Revolving credit facility
Guaranty

GM stock chart

Kerkorian closes tender offer for 4.95% of GM

Offer made by his investment vehicle, Tracinda Corp
At $31 per share
Sought 4.95%; Got 3.31%
Boosts his total holdings to 7.2%
Initial Kerkorian press release 5.04.05
GM response 5.04.05
Ostensibly for investment purposes
Conditions to the Offer
GM was neutral on Tracinda tender offer (see 14D-9)
Results 6.07.05

Schedule TO 5.09.05

Amendment #1 5.26.05

Adds Kerkorian as a signatory
Updating changes

Amendment #2 6.02.05

Press release
Caps offer at $31 per share

Amendment #3 6.07.05

Amends conditions to offer

Amendment #4 6.07.05

Press release
Announces preliminary results

Schedule 14D-9 5.19.05

GM is neutral on Tracinda tender offer
Press release
Letter to stockholders

Also see Auto Companies

Pershing Square / Wendy's International

Hedge fund pressures Wendy's

Hedge fund has 9.9% position 4.26.05

Wendy's response

Hires Blackstone as financial advisor 6.10.05

Engagement letter

Recommends strategic initiatives 7.11.05

Letter to Wendy's
Recommends spin-off of Tim Hortons subsidiary
Refranchise restaurants
Share repurchases

Wendy's announces strategic initiatives

Will sell part of Tim Hortons in IPO
Will buyback shares and increase dividend
Press release 7.29.05
Accelerated share buyback 8.16.05

Wendy's stock chart

Schultze Asset Management / Imperial Sugar Company

Special situation investor bear hugs sugar refiner

ValueAct Capital / Acxiom

Hedge fund bear hugs business software company

Company goes public first

Acxiom press release 6.06.05
Acknowledges bear hug letter
Includes copy of bear hug letter

ValueAct "ready to offer" $23 per share - a 25% premium
Would be a $2 billion deal
ACXM acknowledges receipt of reiterated proposal 7.13.05

ACXM determines not to pursue negotiations

Press release 7.20.05
Earnings release 7.20.05
Form 8-K 7.20.05

52-week range: $16.15 and $27.14
ACXM stock chart

ValueAct is Acxiom's largest shareholder

Archived Matters

Roy Disney - Stanley Gold / Walt Disney

Former directors settle dispute over new Disney CEO

Roy Disney to be consultant / Director emeritus
Disney-Gold drop suit to void Disney's 2005 annual meeting
Suit had survived motion to dismiss

Alleged disclosure violations and equitable fraud
Disney-Gold say they would have contested election but for false assurances that company would conduct a CEO search and consider external candidates

Disney stock price

Brandes Investment Partners / Maytag

Investment firm criticized proposed Maytag LBO

Brandes Investment files Schedule 13D 5.27.05
Has 10.5% position
Says $14 per share is inadequate
Will vote against deal
May seek appraisal or take other actions

Former Executives / Morgan Stanley

Former executives succeed in ousting CEO

So-called Group of Eight
Used ads in financial newspapers, among other tactics
Dissident's Website
MWD stock chart

CEO Phillip Purcell announces his retirement

Will leave no later than March 2006
Press release 6.13.05
As Company preannounces weak 2Q earnings 6.13.05
Purcell may get more than $60 million payout

John Mack elected Chairman-CEO

Employment agreement

Morgan Stanley board initially backed management

Made some governance changes, including to:

Destagger the board of directors
Create a "lead director" position
Add two outside directors
Eliminate supermajority requirement to remove CEO

Press release 5.01.05
Amended by-laws

Executive turnover

Co-President Crawford resigns 7.11.05

Vice Chairman / Investment banking head resign

Eligible for cash bonuses for good behavior
Can't support the Group of Eight
Termination agreement Form 8-K 5.19.05
Abdel-Meguid termination agreement
Perella termination agreement
Resignations announced 4.13.05

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