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Ackman Increases Stake in Borders: Why?

I am trying to understand what Bill Ackman sees in Borders (BGP)

According to a filing with the SEC, Bill Ackman’s Pershing Square Capital Management disclosed an increased 17.1% stake in bookseller Borders Group, up from 12%. Last week management said Q4 earnings, excluding restructuring charges, will exceed last year’s earnings from continuing operations of around $1.48 per share. Now that improvement is only about $1 million dollars, it is not like they knocked it out of the park here. They attributed the difference to both the fear of lead in toys and a strong best-seller lineup.

I noted this “no toy” trend last week in a “Black Friday” post that I observed very few toys being taken to the register at several locations.

Now, in an Oct. 9 SEC filing, Ackman’s Pershing Square said it did not believe its
“activities would effect a change of control” at the book seller. Simply put, Ackman is playing this as a ValuePlay story, not as an activist investor pushing for change at the top.

What to see in Borders? Shares trade at 1/2 their 52 week high and sit at $12 a each and CEO George Jones has ponied up $1.2 million for 100,000 shares in the past two months. After that? I just cannot find much. They sold off their UK operations, big box discounters like Wal-Mart (WMT) and Target (TGT) are crushing margins and online retailers like Amazon (AMZN) and Ebay (EBAY) are taking traffic the thought of a meaningful online business away from them. The only reason I can find to buy shares is in the hope they merge with Barnes and Nobel (BKS) who is actually making money. But, why would BKS want it? Borders does have almost no debt and about $1.10 a share in cash. Taking it over would not hinder the balance sheet at Barnes and Nobel.

It would enable them to sell off duplicate locations and effectively eliminate foot traffic competition. The FTC might have something to say about it but they so far have been unable to stop anyone who wants to merge so it is doubtful they would be able to actually do anything even if they did object.

Now, there must be something else there or Ackman knows something we don’t. The merger of the two have been rumored for about a year now and with both CEO’s buying shares in the company, that assures it is far off. The SEC would be all over both companies were a merger announced anytime soon after insiders were seen buying large amounts of shares on the open market.

Borders is a non-factor in the online game so that cannot be it. FY 2008 ending in Jan. will mark the second consecutive year the retailer has lost money and FY 2009 does not look all that much brighter. Sales for the past three years have been essentially stagnant. Personally, I love to read but book are the last thing I want to go to the store for. My first stop is online and borders.com does not even come to mind. This simply means that the economics of the company do not have a huge impetus to change anytime soon.

The environment they operate in is getting tougher, not easier and that does not bode well for a “turnaround” story. More digging is in order to find out what Ackman is thinking.

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Gazprom and Dow Chemical: Wow

The potential here is just stunning for Dow (DOW).

Russian natural gas monopoly OAO Gazprom and Dow signed a memorandum of understanding that outlines potential cooperation on projects in Russia and Germany. Gazprom said the companies will consider creating a joint venture based on Dow’s new petrochemical facilities in Germany and cooperating in refining gas from Russia’s Yamalo-Nemets autonomous district, and study other possibilities.

CEO Andrew Liveris has long lamented high natural gas prices and the US policy (or lack thereof) has lead to the expedited JV strategy at Dow over the past two years.

Some backround here is now necessary. In late October Gazprom announced an agreement with Statoilhydro.

From the Release:
“The Shtokman gas and condensate field is located in the central part of the Russian sector of the Barents Sea offshore.

Approved by the RF Nature Ministry’s State Commission for Mineral Resources in January 2006, Shtokman’s C1+C2 reserves make up 3.7 tcm of gas and over 31 mln t of gas condensate.

In October 2006, the Gazprom Management Committee decided that pipeline gas deliveries from the Shtokman field to the European market would take priority over LNG shipments. Shtokman was identified as the resource base for Russian gas export to Europe via the Nord Stream Gas pipeline.

Phase 1 stipulates production of 23.7 bcm of natural gas per annum, gas and LNG supplies via the gas pipeline will start in 2013 and 2014, respectively.”

A massive deal, but what to so with it all.

Fast forward To Dow and Gazprom:

The potential JV would give Gazprom access to new petrochemical facilities set up by Dow in Germany. In return Dow would refine gas at Gazprom’s fields in the Yamalo-Nemets region in the north of Russia. Essentially Dow would have the inside track in building the Russian petrochemical industry. This follows similar deals for Dow in both Saudi Arabia and China.

See where this is going?

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Thursday’s Upgrades and Downgrades


UPGRADES
Prospect Energy PSEC Ferris Baker Watts Sell » Neutral
Verigy VRGY Stifel Nicolaus Hold » Buy
Overstock.com OSTK Stifel Nicolaus Sell » Hold
Novellus NVLS Stifel Nicolaus Sell » Hold
DuPont DD Soleil Hold » Buy
Cepheid CPHD Piper Jaffray Neutral » Buy
Anheuser-Busch BUD UBS Neutral » Buy
Ceradyne CRDN Morgan Joseph Hold » Buy
Blue Coat BCSI Roth Capital Hold » Buy
Holly HOC Friedman Billings Mkt Perform » Outperform
ICT Group ICTG Friedman Billings Underperform » Mkt Perform
UBS AG UBS Credit Suisse Neutral » Outperform
AptarGroup ATR Lehman Brothers Underweight » Equal-weight
AGL Resources ATG UBS Neutral » Buy
Molson Coors Brewing TAP UBS Neutral » Buy
Alpha Natural Resources ANR UBS Neutral » Buy
Potash POT JP Morgan Neutral » Overweight
Banco Santander SAN Deutsche Securities Hold » Buy

DOWNGRADES
Finlay Enterprises FNLY B. Riley & Co Neutral » Sell
SourceForge LNUX Dougherty & Company Buy » Neutral
Sonic Solutions SNIC Kaufman Bros Buy » Hold
Casual Male CMRG Stifel Nicolaus Buy » Hold
Ariad Pharm ARIA JP Morgan Overweight » Neutral
Astronics Corporation ATRO Boenning & Scattergood Market Outperform » Market Perform
New York Times NYT Banc of America Sec Neutral » Sell
Advanta Corp ADVNB Friedman Billings Mkt Perform » Underperform
Ryanair Hldgs RYAAY Deutsche Securities Buy » Hold
Air France KLM AKH Deutsche Securities Buy » Hold
Genlyte GLYT Banc of America Sec Buy » Neutral

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"Fast Money" for Thursday


Thursday’s Picks
Tim Seymour recommended Stillwater Mining (SWC). Open $9.81

Guy Adami likes US Steel (X). Open $96.16

Karen Finerman prefers Pzena (PZN) as a value play. Open $12.00

Pete Najarian says Isis (ISIS) is a buy. Open $17.48

Wednesday’s Results

No “First Trade” Picks

Records: Since 6/21/2007

Guy Adami= 46-41 = 52%
John Najarian= 13-4 = 76%
Jeff Macke= 54-35 = 60%
Pete Najarian= 36-36 = 50%
Tim Seymore= 5-5 = 50%
Karen Finerman= 29-22 = 57%
Stacey Briere-Gilbert= 3-0 = 100
Ned Riley= 1-0 = 100%
Carter Worth= 0-1 = 0%

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Wednesday’s 52 Week Low’s


SRG Seanergy Maritime Corp 9.41
SMTK Simtek Corp 2.25
SMSI Smith Micro Software Inc 7.57
SMMF Summit Financial Grou … 16.40
PBY The Pep Boys-Manny, M … 13.05
PAL North Amern Palladium Ltd 5.60
NYT New York Times Company 16.27
NVGN Novogen Limited 6.43
MTLK Metalink Ltd 4.98
MRVL Marvell Technology Gr … 14.98
KUB Kubota Corporation 34.78
KTV Corts Tr First Un Ins … 25.53
KDE 4 Kids Entertainment Inc 12.20

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Ackman Raises Target Stake

Bill Ackman was just on CNBC and announced he has raised his stake in retailer Target (TGT). He did not specify how much. He was not asked about Sears Holdings (SHLD)

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Wednesday’s Links

Mobile Web, Buybacks or Dividends, Iran, UK iPhone issues

– AT&T “Edge” network is disappointing iPhone users

Interesting post about buybacks and dividends

– It must be weird being the party in which good news is bad for you.

– For $600, you’d expect to not see these issues.

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Markets Misinterpreting Kohn’s Remarks

People are seizing on Fed Vice Chairman Donald L. Kohn’s speech today as evidence a rate cut is a sure thing on 12/11. Not so fast.

Here is the sentence people are focused on:

“…such a repricing in the form of wider spreads and tighter credit standards at banks and other lenders would make some types of credit more expensive and discourage some spending, developments that would require offsetting policy actions, other things being equal.”

The key words? “other things being equal”

Simply put, if inflation were to jump, a cut is off the table. Should credit and financial institutions conditions improve (Citigroup’s (C) have), a rate cut is dead. Think about it. Kohn referred to “recent weeks” in the statement several times. So, essentially if things turn around or stabilize in the next couple weeks until the next meeting, Kohn’s entire speech is rendered moot.

The Dow and S&P were both up about 1% early today and I fear it is a matter of people hearing what they want to hear rather than listening to what Kohn said.

A careful read of Kohn’s speech really does not shine a new light on anything. His statements are discussion are really nothing that have not already been discussed and when you condition a statement on “things being equal” you are essentially saying “if we had to act today”. Since they do not, everything he said prior to that is rendered meaningless as tomorrow is not today and next month is definitely not today.

What to think? The last rate cut by the Fed was a close call. Bernanke has said repeatedly that inflation is his main concern. That is what we need to watch first. Growth second. If inflation remains stable or falls then he will act to cut rates should conditions warrant it. If it jumps, Bernanke will be more than happy to let the economy slow even more to stop it. Think Paul Volcker.

Be very careful investing based on Fed statements because once the day they are issued has passed, their relevance pases also.

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Walmart.com Blows Away Competition

Walmart.com (WMT) has almost double the online share of it nearest competitor in the brick and mortar retail space.

Through the week ending 11/17 (% equals share):

1. www.walmart.com (WMT) =7.2%
2. www.target.com (TGT) =4.86%
3. www.bestbuy.com (BBY) =2.91%
4. www.jcpenney.com (JCP) =2.48%
5. www.circuitcity.com (CC) =2.34%
6. www.toysrus.com (private) =2.32%
7. www.sears.com (SHLD)= 2.16%
8. www.kohls.com (KSS) =1.39%
9. www.lowes.com (LOW) =1.29%
10. www.homedepot.com (HD)= 1.29%

I have chronicled Wal-Mart’s online success before and these results only add to the proof. Wal-Mart is clearly the leader here and their “site to store” program has been a huge hit. I have used it myself and it is very easy to use and when you consider the shipping charges you save, it really adds up very quickly.

More bad news for Home Depot and Lowes as they tied for last on the list. To make matters worse, Sears is well ahead of them and with more visits to Sears.com, you can bet additional tool and appliance sales are going there rather than to either HD or Lowes.

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Lead Paint Defendants Attack RI Abatement Plan

Filed from Jane Genova. Through their attorneys, the three defendants in the Rhode Island Lead Paint Trial II – Sherwin-Williams (SHW), Millennium Holdings and NL Industries (NL) – filed a motion today in RI Superior Court.

The motion seeks to strike the plaintiff’s proposed lead-abatement plan [that is, the state Attorney General’s plan] in its entirety. Alternatively, defendants move the court to strike each part of the Attorney General’s plan that

*Constitutes improper equitable relief
*Exceeds the court’s jurisdiction and authority
*Affects the rights of persons not a party to this proceeding
*Is constitutionally improper
*And, is unsupported by the prior record in this proceedings.

This particular motion is separate from the defendants’ response to that abatement plan which is due December 15, 2007.

Specifically, here are more details on the defendants’ claim that the abatement plan is on its face defective for five basic reasons:

It seeks money damages that cannot be awarded in equity. The court is constitutionally precluded from awarding money damages, a form of relief exclusively reserved for the jury. Moreover, the plan confirms that an adequate remedy at law exists for the Attorney General through RI’s ability to bring future claims for money damages and because the relief sought is or was compensable in charges. As a matter of law, no remedy can now include the payment of money or the creation of a fund.

It is premised on abatement of individual properties. No remedy can include the inspection or abatement of individual properties because those properties were not part of the trial and verdict, and property owners were neither given notice nor permitted to participate in the proceedings. Ordering abatement of individual properties would exceed the court’s jurisdiction and authority, would be improper in a parens patriae action, and would violate property owners’ constitutional rights.

It includes a request for prospective injunctive relief to prevent future harm, but the RI AG filed to prove his right to such equitable relief. The jury never decided, as it was constitutionally required to do, the predicate facts for mandatory injunctive relief by clear and convincing evidence. Not did the RI AG prove under the proper standard of proof that any harm from properly maintained lead paint is practically certain to occur in the future. Therefore, there is no basis on which the court can enter a mandatory injunction.

It improperly seeks relief for properties and environmental conditions that were never part of the trial or verdict, ranging from playgrounds to public buildings. Similarly, no relief can include the abatement of intact, well-maintained lead paint because the AG conceded (and the legislature declared) that such paint does not present an immediate hazard.

It purports to supplant existing statutory and regulatory requirements for addressing lead-based paint hazards. This court cannot properly enter an order that conflicts with or is inconsistent with the General Assembly’s enactments. Any permissible remedy may only fill a gap in those requirements beyond that which can be achieved through compliance with, and enforcement of, existing laws and regulations.
You can receive a complimentary copy of this 38-page motion by contacting Mgenova981@aol.com.

More commentary an be found here.

The long and short of it is Lynch can file his motions that make a nice neat little press release and play well in the local papers while the defendants will eventually win with a little called the law.

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Wednesday’s Upgrades and Downgrades


UPGRADES
Citigroup C Punk, Ziegel & Co Mkt Perform » Buy
Semtech SMTC Caris & Company Below Average » Average
Affiliated Computer ACS Stifel Nicolaus Hold » Buy
American Science & Engineering ASEI Jefferies & Co Hold » Buy
Techtarget TTGT Oppenheimer Neutral » Buy
Cavium Networks CAVM Lehman Brothers Equal-weight » Overweight
BP BP Bear Stearns Peer Perform » Outperform
BB&T Corp BBT Punk, Ziegel & Co Mkt Perform » Buy
PNC Bank PNC Punk, Ziegel & Co Mkt Perform » Buy
Regions Fincl RF Punk, Ziegel & Co Mkt Perform » Buy
Washington Mutual WM Punk, Ziegel & Co Sell » Mkt Perform
KeyCorp KEY Punk, Ziegel & Co Sell » Mkt Perform
Marathon Oil MRO Bear Stearns Underperform » Peer Perform
Chevron CVX Bear Stearns Peer Perform » Outperform
AXA AXA Credit Suisse Neutral » Outperform
Emageon EMAG Friedman Billings Mkt Perform » Outperform

DOWNGRADES
Genlyte GLYT BB&T Capital Mkts Buy » Hold
Axcan Pharma AXCA BMO Capital Markets Market Perform » Underperform
Advanced Micro AMD AmTech Research Buy » Neutral
First American FAF Keefe Bruyette Outperform » Mkt Perform
Arbitron ARB Bear Stearns Outperform » Peer Perform
Equity Res EQR UBS Neutral » Sell
BRE Properties BRE UBS Neutral » Sell
AvalonBay AVB UBS Buy » Neutral
NovaGold Resources NG Bear Stearns Outperform » Peer Perform

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"Fast Money" for Wednesday


Wednesday’s Picks

No “First Trade” Picks

Tuesday’s Results
Jeff Macke is buying S&P 500 Index “Spiders” (SPY) with a tight stop. If the S&P drops 1% to 1395 — sell. Open $140.95 Close $142.57 GAIN

Guy Adami preferred JetBlue (JBLU). Open $6.78 Close $6.77 LOSS

Karen Finerman recommended shorting Big Lots (BIG).Open $20.32 Close $19.82 LOSS

Pete Najarian said Arch Coal (ACI) is a buy. Open $36.18 Close $36.86 GAIN

Records: Since 6/21/2007

Guy Adami= 46-41 = 52%
John Najarian= 13-4 = 76%
Jeff Macke= 54-35 = 60%
Pete Najarian= 36-36 = 50%
Tim Seymore= 5-5 = 50%
Karen Finerman= 29-22 = 57%
Stacey Briere-Gilbert= 3-0 = 100
Ned Riley= 1-0 = 100%
Carter Worth= 0-1 = 0%

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Tuesday’s 52 Week Low’s


ZLC Zale Corporation 18.47
WOLF Great Wolf Resorts Inc 10.49
TWC Time Warner Cable Inc 23.74
TWB Tween Brands Inc 24.61
TSH Teche Holding Company 38.20
TSC Stephan Company , The 3.25
TRY Triarc Companies, Inc … 8.09
S Sprint Nextel Corporation 14.40
NBR Nabors Industries Ltd 26.32
NBBC Newbridge Bancorp 10.20
MXWL Maxwell Technologies Inc 8.10
LZB La-Z-Boy Incorporated 6.02
LYV Live Nation Inc 13.14
HD Home Depot, Inc 26.97
COO The Cooper Companies, Inc 41.39
COBR Cobra Electronics Cor … 5.15
COA Coachmen Industries, Inc 5.32
ADY American Dairy Inc 14.97
ACC American Campus Cmnty … 24.06
ACAT Arctic Cat Inc 11.17

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Restoration Answers Sears Holdings

Restoration Hardware (RSTO) answered Sears Holdings (SHLD) today only a day after Sears reminded it who was “it largest shareholder”.

The release below:

PRNewswire-FirstCall/ — “In response to media and other inquiries concerning the Schedule 13D amendment filed by Sears Holdings Corporation on Monday, November 26, 2007, the Independent Committee of Restoration Hardware’s Board of Directors stated if Sears will agree to execute the customary confidentiality and standstill agreement on substantially the same terms that other parties have signed, it would be pleased to provide Sears with the confidential information it requested.

“While Sears has announced its willingness to sign a confidentiality agreement, there is no agreement on terms and, to date, instead of agreeing to the standstill agreement to which other interested parties have agreed, Sears has proposed to reserve the right to launch a tender offer outside the process,” the Independent Committee said in a statement today.

The Committee stated that it is encouraged by Sears’ current proposal at $6.75 per share based upon publicly available information, which is a vast improvement over its prior proposal at $4.00 per share. At the same time, the Committee stated that it believes that stockholder value will be maximized if Sears participates inside the process with other interested parties.

“Sears is an American icon,” said Ray Hemmig, Chairman of the Independent Committee. “We are flattered that it is interested in learning more about our company. We welcome its participation in the process along with the other interested parties. However, the Committee is firmly committed to a fair process that will yield the best results for all stockholders and believes that process is best served through all parties agreeing to the proposed standstill terms without preferential treatment of one party over another.”

On November 8, 2007, Restoration Hardware announced a merger agreement with Catterton Partners. In that announcement, the Company said that under the terms of the agreement, the Independent Committee of the Company’s Board of Directors, consistent with its fiduciary duties, would be soliciting competing proposals from third parties during a 35 day period ending December 13, 2007. On November 19, 2007, Sears filed a Schedule 13D with the SEC indicating that it had accumulated shares equaling just under a 14% ownership position in the Company.”

The whole release is a bit self-serving at best. Why? The other “bidders” in this situation is management itself! What unfair advantage could Sears possibly get over the people currently running the company? Answer? None. Restoration is trying to save face.

Restoration got bitch slapped by Lampert & Co. the other day when they reminded them that as the “largest shareholder” they actually owned more of the company than the current bidders and the Board or Directors themselves and that as such, deserved consideration in the process in getting the information they wanted. It is no coincidence that this information was forthcoming immediately.

There is nothing to stop Lampert from acquiring more shares on the open market during this process, he just cannot launch an official tender offer for shares. Semantics.

Where do we go from here? Lampert gets what he wants (information) and either two things happen. He ends up buying the company OR management raises it offer above that of what Sears would be willing to pay and Lampert cashes out at a profit. Either way Sears shareholders win.

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Tuesday’s Links

Sears, CDO’s, USG, Capitalism

– Like I was saying, this is true.

– They are all over the news. Now you can find out what they are.

– If you want to play a housing rebound, forget the homebuilders, go with this company.

– Here is a great piece on Capitalism

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