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Longs Dismisses Higher Walgreen’s Offer

Ok, has managament at Longs Drugs (LDG) never heard of Bill Ackman?

Market Watch Reports:

Longs Drug said its board won’t have negotiations or provide due diligence materials Walgreen was seeking. It also said Walgreen (WAG) has given no assurances the deal will be completed as it gave no timetable. Walgreen on Friday told Longs it was looking to offer $75 a share, subject to additional due diligence. Walgreen said it was “confident” it could secure antitrust approvals and had hired two real estate investment firms to handle potential store sales.

“We are disappointed with the refusal of the Longs board to discuss our superior proposal,” Walgreen said in a statement. “We remain committed to pursuing our proposal, which we believe creates superior value for our respective stockholders.”

This should be criminal. Longs has nothing to lose in negotiating with Walgreen. Why? the CVS tender offer is a one year deal. That gives Longs one year to find a better offer. In that time they could assure Walgreen can complete the deal and run it by the FTC.

Longs has rejected shareholder attempts to look at the company’s lease agreements. Now, Ackman’s Pershing has an economic interest in 26% of Long’s shares. How can you deny someone who has 26% of the stock a look at the books? How?

When did the interest of management trump the rights of stockholders as owners? This is as blatant an example as I have seen. One can argue about golden parachutes and their legitimacy all day but to deny a 26% owner a look at the leases of the company he owns, it should be illegal.

At least one thing will come of this. The next letter Ackman fires off the Long’s will be a classic. I’ll have it for you as soon as I get it.


Disclosure (“none” means no position):none
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SEC Goes After Naked Short Sales: More Talk, Still No Action

OK, let’s just ignore the obvious off color jokes we could probably run with for another 200 words. That being said, readers know I am not a fan of SEC Commish Cris Cox and his tenure. Simply put, if you have a rule, enforce it and remove it as a rule. Cox has done nothing about “naked shots” sales for years now despite constantly talking about it. Do something about it or shut up. Let’s look.

FOR IMMEDIATE RELEASE
2008-204

Washington, D.C., Sept. 17, 2008 — The Securities and Exchange Commission today took several coordinated actions to strengthen investor protections against “naked” short selling. The Commission’s actions will apply to the securities of all public companies, including all companies in the financial sector. The actions are effective at 12:01 a.m. ET on Thursday, Sept. 18, 2008.

“These several actions today make it crystal clear that the SEC has zero tolerance for abusive naked short selling,” said SEC Chairman Christopher Cox. “The Enforcement Division, the Office of Compliance Inspections and Examinations, and the Division of Trading and Markets will now have these weapons in their arsenal in their continuing battle to stop unlawful manipulation.”

In an ordinary short sale, the short seller borrows a stock and sells it, with the understanding that the loan must be repaid by buying the stock in the market (hopefully at a lower price). But in an abusive naked short transaction, the seller doesn’t actually borrow the stock, and fails to deliver it to the buyer. For this reason, naked shorting can allow manipulators to force prices down far lower than would be possible in legitimate short-selling conditions.

Today’s Commission actions, which are the result of rulemaking under the Administrative Procedure Act, go beyond its previously issued emergency order, which was limited to the securities of financial firms with access to the Federal Reserve’s Primary Dealer Credit Facility. Because the agency’s exercise of its emergency authority is limited to 30 days, the previous order under Section 12(k)(2) of the Securities Exchange Act of 1934 expired on Aug. 12, 2008.

The Commission’s actions were as follows:
Hard T+3 Close-Out Requirement; Penalties for Violation Include Prohibition of Further Short Sales, Mandatory Pre-Borrow

The Commission adopted, on an interim final basis, a new rule requiring that short sellers and their broker-dealers deliver securities by the close of business on the settlement date (three days after the sale transaction date, or T+3) and imposing penalties for failure to do so.

If a short sale violates this close-out requirement, then any broker-dealer acting on the short seller’s behalf will be prohibited from further short sales in the same security unless the shares are not only located but also pre-borrowed. The prohibition on the broker-dealer’s activity applies not only to short sales for the particular naked short seller, but to all short sales for any customer.

Although the rule will be effective immediately, the Commission is seeking comment during a period of 30 days on all aspects of the rule. The Commission expects to follow further rulemaking procedures at the expiration of the comment period.
Exception for Options Market Makers from Short Selling Close-Out Provisions in Reg SHO Repealed

The Commission approved a final rule to eliminate the options market maker exception from the close-out requirement of Rule 203(b)(3) in Regulation SHO. This rule change also becomes effective at 12:01 a.m. ET on Thursday, Sept. 18, 2008.

As a result, options market makers will be treated in the same way as all other market participants, and required to abide by the hard T+3 closeout requirements that effectively ban naked short selling.
Rule 10b-21 Short Selling Anti-Fraud Rule

The Commission adopted Rule 10b-21, which expressly targets fraudulent short selling transactions. The new rule covers short sellers who deceive broker-dealers or any other market participants. Specifically, the new rule makes clear that those who lie about their intention or ability to deliver securities in time for settlement are violating the law when they fail to deliver. This rule also becomes effective at 12:01 a.m. ET on Thursday.

So, how is any of what is being describe about a investor issue? I use Etrade. If I want to short a stock, I go through them. They either tell me there are shares available or not.

If the shares are not available to shot and the broker allows the short sale, they are the responsible party, no?

Even with all this, the “new/old rule” still does not take effect for 30 days pending “comment”. In other words, sell away boys until mid-October. This isn’t a matter of more or less regulation, this is a simple mater of enforcing rules already on the books. One cannot even consider Cox a “free market” guy, just impudent.

How long have we been hearing the same song? At least two year off the top of my head. Naked shorting is rampant as witnessed in a Sears Holdings (SHLD) post on it I did. Cox just needs to do something and stop issuing press releases, blaming the wrong parties and asking for comment. Either ban it and stop it, or allow it.

Do something, anything, just stop talking about it


Disclosure (“none” means no position):Long SHLD.
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Wednesday’s Links

McCain, Target, Doom, Master’s

– Not that most of us already did not know this, but a review of records indicates McCain has reaches across the isle far more than Obama

– Isn’t it almost always bad news for shareholders when companies buy stadium naming rights?

– Let’s hope his streak ends

– The StockMaster’s make a great point


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Phillip Morris Completes Acquisition

Phillip Morris International (PM) has closed the acquisition of Canadian cigarette maker Rothmans Inc. after receiving Canadian Gov’t approval.

Philip Morris said owners of about 47 million shares or 68% of the company, had accepted its offer of 30 Canadian dollars (about $28.16) per share. It will pay for those shares on Friday. They extended their offer by 10 days to allow shareholders to tender remaining shares.

This follows an industry trend of consolidation. Altria (MO) said earlier this month that it would buy smokeless tobacco maker UST (UST). And in January, Imperial Tobacco (IMT) bought Franco-Spanish company Altadis.There is much speculation about a possible eventual buyout of Lorillard (LO), which was spun off from the Loews (L) recently.

In Q2, PM started production of Marlboro cigarettes at two factories in China and have a partnership with the state-owned China National Tobacco, the only tobacco company in the world larger than Philip Morris International itself.

Rothmans owns 60% of Rothmans, Benson & Hedges Inc., which makes and sells cigarettes including Benson & Hedges, Craven A and Mark Ten. Philip Morris owns the remaining 40%.

PM pays 4% dividend and is growing earnings 15% to 20% in a market it has just begun to enter full force. this is one of those “buy it and put it away” investments.


Disclosure (“none” means no position):Long PM, Mo, none
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Walter Schloss Talks Value

The guy Berkshire’s (BRK.A) Warren Buffett admires talks about how e chooses companies.


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In Case You Haven’t Heard

With all the myopic focus on Merrill (MER), Lehman (LEH), AIG (AIG), Fannie (FNM), Freddie (FRE) the last 2 weeks days, there are some other things going on..

– Did you hear about Ike? Can’t help but notice the apathy in the media towards those affected

– Oil looks to fall below $90

– ABC’s Brian Ross appears to think Sarah Palin is the only candidate in the election.

– The NFL Season has started (Thank God)…..

– The Yankees season is officially over…..

– Housing? Still sucks…

Disclosure (“none” means no position):
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AIG Lives Another Day, Shareholders, Not So Much

It’s official, AIG (AIG) will not go under. Here are the details…


Fed Release

The Federal Reserve Board on Tuesday, with the full support of the Treasury
Department, authorized the Federal Reserve Bank of New York to lend up to $85 billion to the American International Group (AIG) under section 13(3) of the Federal Reserve Act. The secured loan has terms and conditions designed to protect the interests of the U.S. government and taxpayers.

The Board determined that, in current circumstances, a disorderly failure of AIG could add to already significant levels of financial market fragility and lead to substantially higher borrowing costs, reduced household wealth, and materially weaker economic performance.

The purpose of this liquidity facility is to assist AIG in meeting its obligations as they come due. This loan will facilitate a process under which AIG will sell certain of its businesses in an orderly manner, with the least possible disruption to the overall economy.

The AIG facility has a 24-month term. Interest will accrue on the outstanding balance at a rate of three-month Libor plus 850 basis points. AIG will be permitted to draw up to $85 billion under the facility.

The interests of taxpayers are protected by key terms of the loan. The loan is collateralized by all the assets of AIG, and of its primary non-regulated subsidiaries. These assets include the stock of substantially all of the regulated subsidiaries. The loan is expected to be repaid from the proceeds of the sale of the firm’s assets. The U.S. government will receive a 79.9 percent equity interest in AIG and has the right to veto the payment of dividends to common and preferred shareholders.

This had to be done and it is being done in a way that current shareholders, will see little benefit for quite some time (if ever if they bought shares last year). The market really did hold its own through Bear Sterns (BSC), Fannie (FNM), Freddie (FRE) , Lehman (LEH) and Merrill (MER). There are, however, only so many shots anyone can take before throwing in the towel and AIG may just have been that final shot for the market and its participants.

What does remain to be seen is who starts picking up pieces of it now that the process will begin.

No word yet on any management changes. More tomorrow..


Disclosure (“none” means no position):
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Greenlight’s David Einhorn Adds to Helix Energy Stake

In a just released SEC filing, David Einhorn, through his various Greenlight entities added another 1.25 million shares of Helix (HLX)


Full SEC Filing


In a filing last week
, Einhorn disclosed a 11% of 10.2 million share stake in the energy services company.


Disclosure (“none” means no position):none
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Fed Sits Tight……Good

The Fed did not lower rates today at 2:15.

The Fed said:

The Federal Open Market Committee decided today to keep its target for the federal funds rate at 2 percent.

Strains in financial markets have increased significantly and labor markets have weakened further. Economic growth appears to have slowed recently, partly reflecting a softening of household spending. Tight credit conditions, the ongoing housing contraction, and some slowing in export growth are likely to weigh on economic growth over the next few quarters. Over time, the substantial easing of monetary policy, combined with ongoing measures to foster market liquidity, should help to promote moderate economic growth.

Inflation has been high, spurred by the earlier increases in the prices of energy and some other commodities. The Committee expects inflation to moderate later this year and next year, but the inflation outlook remains highly uncertain.

The downside risks to growth and the upside risks to inflation are both of significant concern to the Committee. The Committee will monitor economic and financial developments carefully and will act as needed to promote sustainable economic growth and price stability.

Voting for the FOMC monetary policy action were: Ben S. Bernanke, Chairman; Christine M. Cumming; Elizabeth A. Duke; Richard W. Fisher; Donald L. Kohn; Randall S. Kroszner; Sandra Pianalto; Charles I. Plosser; Gary H. Stern; and Kevin M. Warsh. Ms. Cumming voted as the alternate for Timothy F. Geithner.
2008 Monetary Policy Releases


Release:


Disclosure (“none” means no position):
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Follow on Twitter

Have finally found a way to post trade info for all…Twitter.

Just sign up for a Twitter account (it takes 15 seconds) and then “follow” me. Any trades I make will be posted there along with other tidbits. It is a great way to communicate also.

Now, if you download the free Twirl app to your desktop, you can follow live.

I really recommend it.


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Why AIG Won’t Fail…Update With Patterson Video

It would be catastrophic to State’s already tapped out budgets.

What do I mean? In Massachusetts, if an insurer goes under, its claims go to an “insolvency fund“. Most State have similar statutes. An AIG (AIG) collapse, being the largest insurer, would destroy the value of these funds as they are not sufficiently capitalized to handle a collapse the size of AIG, nor are they staffed to handle to onslaught of claims that would then flow their way.

The Massachusetts Insurers Insolvency Fund (the “Fund”), created by Mass. Gen. L. c. 175D, is a nonprofit unincorporated association of all insurers writing liability and property insurance in the Commonwealth. It is available to settle up to $300,000 per claim that arises from an insurance policy issued by an insolvent insurer. The Fund’s obligations and expenses are met by mandatory contributions by all liability and property insurers who write insurance in the Commonwealth.

The States would then be on the handle for these claims while, they waited perhaps a decade to e reimbursed from the bankruptcy proceeding. State do have the money now to repair roads and fund schools, do we really think they can handle the trillion dollars of liabilities AIG has? Me either. 25 states currently operate in a deficit, there isn’t any more money from them to handle these claims.

Watch NY Govenor David Patterson on CNBC this morning:

Patterson almost gets into it but avoids the “forget about AIG, think about us” statement.

I bought some AIG at $2.35 today, a small amount since it is still very risky. I just do not see the States, and by association, Paulson, allowing it to go under. Whatever it costs them to keep it solvent it far less than a failure will cost them.

We’ll see….fortunately with this trade, it will not take very long to know how it worked out..


Disclosure (“none” means no position):
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Why AIG Won’t Fail………..

It would be catastrophic to State’s already tapped out budgets.

What do I mean? In Massachusetts, if an insurer goes under, its claims go to an “insolvency fund“. Most State have similar statutes. An AIG (AIG) collapse, being the largest insurer, would destroy the value of these funds as they are not sufficiently capitalized to handle a collapse the size of AIG, nor are they staffed to handle to onslaught of claims that would then flow their way.

The Massachusetts Insurers Insolvency Fund (the “Fund”), created by Mass. Gen. L. c. 175D, is a nonprofit unincorporated association of all insurers writing liability and property insurance in the Commonwealth. It is available to settle up to $300,000 per claim that arises from an insurance policy issued by an insolvent insurer. The Fund’s obligations and expenses are met by mandatory contributions by all liability and property insurers who write insurance in the Commonwealth.

The States would then be on the handle for these claims while, they waited perhaps a decade to e reimbursed from the bankruptcy proceeding. State do have the money now to repair roads and fund schools, do we really think they can handle the trillion dollars of liabilities AIG has? Me either. 25 states currently operate in a deficit, there isn’t any more money from them to handle these claims.

Watch NY Govenor David Patterson on CNBC this morning: (video coming in updated post later)

Patterson almost get into it but avoids the “forget about AIG, think about us” statement.

I bought some AIG at $2.35 today, a small amount since it is still very risky. I just do not see the States, and by association, Paulson, allowing it to go under. Whatever it costs them to keep it solvent it far less than a failure will cost them.

We’ll see….fortunately with this trade. it will not take very long to know how it worked out..


Disclosure (“none” means no position):Now Long AIG,
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Wells Fargo on Lehman: "Tis But a Scratch"

Did anyone else the first financial institution to report its exposure to Lehman (LEH) was Wells Fargo (WFC), and they did so just hours after Lehman was toast?

Wells Fargo Reported in an SEC filing:

In connection with the filing today by Lehman Brothers Holdings Inc. (Lehman Brothers) of a Chapter 11 bankruptcy petition, Wells Fargo & Company (the Company) will record other-than-temporary impairment and take a non-cash charge to earnings in third quarter 2008 for investments in senior unsecured notes and perpetual preferred securities issued by Lehman Brothers. The Company’s investments in the notes and preferred securities are included in securities available for sale at a cost of approximately $90 million and $109 million, respectively. The notes currently trade at 25-30 cents on the dollar. The preferred securities currently trade at less than one percent of par value. The Company estimates that as of September 12, 2008, it had approximately $50 million of unsecured counterparty exposure to Lehman Brothers. The Company has no direct lending exposure to Lehman Brothers, and the Wells Fargo Advantage Money Market Funds do not have any direct exposure to Lehman Brothers

In other words, the Lehman filing is essentially irrelevant ti Wells Fargo and its shareholders. It kind of rains on the “systemic risk” scenario being bantered about on TV by the talking heads. Perhaps the risk is only systemic to those institutions that were careless, and that those who were not will simply end up in a better position after all this is over?

It does give the “let them fail” camp more ammo. This is not to say what is happening is a good thing, it is to say perhaps it is not the end of days scenario we keep hearing about.


Disclosure (“none” means no position):Long WFC, none
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Goldman Reports: Good/Bad News

So, the “King of the Hill” for investment banks reported this morning and Goldman Sachs (GS), is still at the top of the heap, it is at the top of a much smaller heap.

Goldman reported “net revenues of $6.04 billion and net earnings of $845 million for its third quarter ended August 29, 2008. Diluted earnings per common share were $1.81 compared with $6.13 for the third quarter of 2007 and $4.58 for the second quarter of 2008. Annualized return on average tangible common shareholders’ equity (1) was 8.8% for the third quarter of 2008 and 16.3% for the first nine months of 2008. Annualized return on average common shareholders’ equity was 7.7% for the third quarter of 2008 and 14.2% for the first nine months of 2008.

Net Revenues

Investment Banking
Net revenues in Investment Banking were $1.29 billion, 40% lower than the third quarter of 2007 and 23% lower than the second quarter of 2008. Net revenues in Financial Advisory were $619 million, 56% lower than a particularly strong third quarter of 2007, primarily reflecting a decrease in industry-wide completed mergers and acquisitions. Net revenues in the firm’s Underwriting business were $675 million, 8% lower than the third quarter of 2007, due to lower net revenues in equity underwriting, primarily reflecting a decrease in industry-wide initial public offerings. Net revenues in debt underwriting were essentially unchanged from the third quarter of 2007. The firm’s investment banking transaction backlog increased during the quarter.

Trading and Principal Investments
Net revenues in Trading and Principal Investments were $2.70 billion, 67% lower than the third quarter of 2007 and 52% lower than the second quarter of 2008. Net revenues in Fixed Income, Currency and Commodities (FICC) were $1.60 billion, 67% lower than a very strong third quarter of 2007, primarily reflecting particularly weak results in credit products and mortgages, which were adversely affected by broad-based declines of asset values. Credit products included very weak results from investments and a loss of approximately $275 million (including hedges) related to non-investment-grade credit origination activities. Mortgages included net losses of approximately $500 million on residential mortgage loans and securities and approximately $325 million on commercial mortgage loans and securities. Commodities produced strong results, which were higher compared with the third quarter of 2007. Net revenues in currencies and interest rate products were also strong, although essentially unchanged from the third quarter of 2007. During the quarter, FICC operated in an environment generally characterized by wider mortgage and corporate credit spreads, volatile markets and lower levels of client activity.

Net revenues in Equities were $1.56 billion, 50% lower than a particularly strong third quarter of 2007. During the quarter, Equities operated in a challenging environment characterized by a significant decline in global equity prices, deleveraging by clients and generally lower client activity levels towards the end of the quarter. The decline in net revenues reflected very weak results in principal strategies. In addition, net revenues in derivatives were significantly lower than a particularly strong third quarter of 2007. Commissions were strong, but lower, compared with the third quarter of 2007. Principal Investments recorded a net loss of $453 million for the third quarter of 2008. These results included losses from corporate and real estate principal investments, partially offset by a $106 million gain related to the firm’s investment in the ordinary shares of Industrial and Commercial Bank of China Limited (ICBC).

Asset Management and Securities Services Net revenues in Asset Management and Securities Services were $2.05 billion, 4% higher than the third quarter of 2007 and 5% lower than the second quarter of 2008.

Asset Management net revenues were $1.13 billion, 6% lower than the third quarter of 2007, reflecting lower management and other fees, as well as lower incentive fees. The decrease in management and other fees primarily reflected the impact of one fewer week in the firm’s fiscal third quarter of 2008 compared with the third quarter of 2007. During the quarter, assets under management decreased $32 billion to $863 billion, due to $25 billion of market depreciation, primarily in equity assets, and $7 billion of net outflows. Net outflows reflected outflows in equity and money market assets, partially offset by inflows in alternative investment and fixed income assets.

Securities Services net revenues were $916 million, 20% higher than the third quarter of 2007. The firm’s prime brokerage business continued to generate strong results and customer balances were higher compared with the third quarter of 2007.”

With the recent demise of Lehman (LEH) and the sale of Merrill Lynch (MER) to Bank of America (BAC) the fact Goldman is still very profitable is a feat in and of itself. With that being said, a 70% fall in profits is lousy in anyone’s book no matter how you look at it.

The bright side is Goldman and Morgan Stanley (MS) are now the last men standing. One has to wonder though if the next run is on them? Goldman is too strong and can resist, Morgan, I just do not know. The scary thing is that I don’t think anyone knows.

One this that could assure either avoids a run would be the acquisition of a depository institution. That would provide a capital base and lessen the total dependence on capital markets.

Which one? Washington Mutual (WM)? JP Morgan (JPM) has been rumored to be sniffing around them but as of yet has not made a move. SunTrust (STI)? Possible..

Here is a thought, is there a reason the two could not merge? Clearly the end entity would be that much stronger and necessary than the two independent…

Just a thought..


Disclosure (“none” means no position):Long GS, none
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Tuesday’s Links

Rangell, Flip, Oprah, Gumshoe,

– Charlie, it isn’t about the money, it is all about your hypocrisy..

– This is going to be huge….it is my only complaint about my Blackberry

– So, Is Oprah playing politics or not? Seems to be she can no longer claim she isn’t….so much for “you go girl!!!”

– Make million curing cancer…..with a stock


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