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06.08.2009 3:43 pm

Charges and countercharges mark CPI board fight

St. Louis Post-Dispatch
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As in any good game of hardball, the parties squabbling over board seats at CPI Corp. have different team colors. Shareholders can vote for the management-backed slate on a white proxy card, or for dissident shareholder Ramius LLC’s nominees on a gold card.

Both teams made new disclosure filings on Friday. CPI’s version of events includes a lengthy chronology that, the company says, shows that Ramius “has not cooperated with the board’s nomination process” and has “repeatedly expressed an interest in selling the company.” Here’s part of the they-want-to-sell argument:

Since January 2009 with the Company’s common stock trading as low as $3-4 per share, the Ramius Group has pressed the Board for a sale of the Company despite the current difficult economic, financing and industry environment and contrary to the recommendations of outside financial advisors who have advised that the timing of sale is particularly inopportune.

For its part, Ramius counters that Knightspoint Partners, an investment group headed by CPI Chairman David Meyer, has “disproportionate influence over the board.” Ramius wants to remove director Michael Koeneke, who also is a Knightspoint employee. Ramius owns 23 percent of CPI’s shares, far more than Knightspoint’s 3.5 percent stake.

CPI’s filing also criticizes Ramius’ two board nominees, Peter Feld and Joseph Izganics:

One nominee, Mr. Feld, has served only since July 2008 when he replaced a more senior Ramius executive. Mr. Feld was nominated to represent Ramius’s interests and not due to any special qualifications. He was an investment banking analyst at Bank of America Securities five years ago and does not possess substantial board or managerial experience. The other nominee, Mr. Izganics, appears to have spent his entire professional career with Home Depot, a do-it-yourself home improvement retailer, rising from assistant store manager to a regional president before he ceased to be an employee of Home Depot in January 2009.

Mr. Izganics additionally appears to bring no corporate board experience.

Ramius responds by slamming most of CPI’s independent directors:

Prior to November 2008, the Board did not have a single member with directly relevant experience in the retail and consumer products industries.

CPI’s filing identifies Paul Finkelstein, chief executive of Regis Corp., as its nominee to replace Feld on the board. Ramius wants to oust Koeneke, but hasn’t yet identified the second director that it wants to remove.

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