代理战士

12月初，基于Big Boston的对冲基金Highfields Capital Management披露，它已经购买了8％的Stillwer金融，父母努力共同基金公司Janus Capital Management。Highfields, which manages about $2 billion of Harvard University's $17.5 billion endowment, said it wanted a few changes made.

In its 13(D) filing, the $5.2 billion fund stipulated that it might recommend that Stilwell sell one or more of its businesses, elect new directors, consider a merger or sale and drop takeover defenses. Led by former Harvard Management Co. trading star Jonathon Jacobson and hedge fund veteran Richard Grubman, Highfields has a reputation for shaking up companies it deems undervalued.

Stilwell已经宣布了一个主要的重组，要求将其运营结合到一个将在一家市场和分销投资产品下的一家公司，但仍然熟悉的Janus Capital Management名称。零售和机构服务总裁马克希斯顿是成为新首席执行官。为了减少债务，Stilwell试图在投资管理服务提供商中销售其DST系统的33％的股份。

These measures, however, weren't drastic enough for Highfields. On December 2 the hedge fund retained the investment bank Blackstone Group to develop a more radical plan. Under consideration: one or more acquisitions or divestitures, or a more sweeping reorganization.

“我们听到their concerns," says a spokeswoman for Stilwell. As of mid-December no meeting had been scheduled between Highfields and the company. Yet in a regulatory filing on December 6, Stilwell indicated that it was in fact contemplating a number of divestiture alternatives for DST (including selling the stake back to the company) and that the new management team would be reviewing all aspects of Stilwell's business, "including future equity grants, bonuses and existing employment agreements."

没有废话，抓住董事会，投入的公司，做 - 无论是什么 - 股票价格的企业活动家都回归风格 - 和对冲基金是在切割和削减边缘。当然，几年来，一些对冲基金经理一直在进行CEOS的案件。但是，从来没有这么多的资金有这么多资本来备份他们的克拉特 - 或者这么多人感情的股东从边线借来，或者加入磨损。

"Hedge funds have always been willing to state their opinions and get managers to make changes and go as far as to threaten action," says Walter Denby, senior vice president at proxy solicitor D.F. King & Co. "Now we're seeing an increase in their willingness to carry through with the threats, either by communicating with other shareholders or through proxy fights."

They are becoming the ultra-assertive inside agitators of shareholder activism -- getting in the faces of top corporate executives; filing 13(D)s after gaining control of 5 percent or more of a company's stock and boldly stating their bill of grievances; aggressively badgering companies to rescind takeover defenses, like poison pills and staggered boards; pushing top managers to seek outside buyers, recapitalize their companies or repurchase shares; and often running for company boards themselves to champion reform from within.

Fund managers "need to rekindle shareholder activism,"declares Mario Gabelli, whose firm, Gabelli Asset Management, runs about $22 billion, including $1 billion in hedge funds. The money manager is currently embroiled in a dispute with BKF Capital Group, the holding company for investment firm John A. Levin & Co. Last spring Gabelli sponsored a nonbinding resolution calling on BKF to dispose of its poison pill. Even though the measure passed, BKF has adamantly refused to dismantle this takeover defense. In mid-December Gabelli was threatening to turn up the heat. "We will become more active," he says. "Especially with removing the poison pill -- I have to talk to my lawyers and figure this out."

Activism by hedge funds can act as a prod to institutional investors to bring their weight of money to bear. "There is a mystique created when the hedge fund investor speaks up," says Bruce Goldfarb, a senior managing director at proxy solicitor Georgeson Shareholder Communications. "They get the ball rolling." The list of activist hedge funds is long and growing: Highfields Capital; New York City private partnership Steel Partners II; Dallas-based Newcastle Partners, which has done several proxy battles alongside Steel Partners II; Naperville, Illinoisbased Financial Edge Fund and Parsippany, New Jerseybased Seidman & Associates, which both specialize in thrifts; New York City's Ramius Capital Group, whose general partners include former senior Wall Street bankers; P. Schoenfeld Asset Management, also in New York City; and San Franciscobased ValueAct Capital Partners, which runs about $650 million spread over only a dozen investments at any time. What corporate raiders were to the 1980s, hedge fund managers may be to this decade.

Hedge funds are perfectly suited for the rough-and-tumble work of corporate activism. Free to buy and sell whichever stocks they please, they can pick their battles, concentrating on small- and midcap companies in lagging industries that snap to attention when a fund buys a big chunk of their stock. And whereas many managers of mutual funds, which are often part of large corporations themselves, shy away from ruffling feathers at companies for fear of being cut off from the information flow or, worse, losing out on a prospective pension mandate, hedge fund managers, who tend to hold stocks for only a short time, can be as brazen as, well, journalists. Former Enron Corp. CEO Jeffrey Skilling, after enduring a round of blunt questions during a conference call when the company was riding high, called Highfields' Grubman an "asshole."

Activism can be an endurance test. In late 2000 P. Schoenfeld founder Peter Schoenfeld made what he thought would be a straightforward arbitrage investment in Willamette Industries after it received a $48 per share offer from fellow forest products producer Weyerhaeuser Co. Willamette, however, rejected the offer. Instead of selling his shares right away, Schoenfeld went behind the scenes to try to persuade the board to entertain the offer. Although the hedge fund manager concedes now that Weyerhaeuser's offer was not "full price," his hope was that Willamette would throw open the bidding.

Instead, the company dug in its heels. Weyerhaeuser decided to go hostile. At Willamette's June 2001 annual meeting, Schoenfeld voted successfully to replace several of the company's directors with Weyerhaeuser nominees. But Willamette had a staggered board, so that only about one third of the members came up for reelection in any year.

随着支出佩戴的，Schoenfeld变得相信，威廉特的管理层决定不卖给其Archroval。虽然WEYERHAEUSER将其提高到50美元的份额，威拉米特通过谈判购买Georgia-Pacific公司的建筑产品司作为抗拒策略的替代品;收购将使WillaMette更难以吞下整个。

The gambit made Schoenfeld and many other investors edgy, because the division was understood to harbor a potential asbestos liability. "It was a scorched-earth tactic," Schoenfeld insists now. He fired off letters to Willamette's board and called CEO Duane McDougall and CFO Greg Hawley. "The first time I spoke with the CFO in June 2001," says Schoenfeld, "I told him, 'We're dead serious.' He said, 'I know.'"

尽管如此，威廉特站在坚定。2001年12月，Weyerhaeuser将其提议提高到55美元的份额，只有它被拒绝。Schoenfeld向William Swindells Jr的威廉董事长Jr.发出了一封公开信，威胁要在下一届股东大会上提名三名候选人。“我们继续相信，大多数股东不会容忍您的顽固性，”Schoenfeld写道。

Schoenfeld直率的行动有助于激发other investors. The California Public Employees' Retirement System sent its own letter calling for the company's board to abandon discussions with Georgia-Pacific. "Willamette's board is running away from a merger with Weyerhaeuser that is in the best interests of shareowners," Mark Anson, CalPERS's CIO, asserted in the letter. "Their ill-considered move to purchase Georgia-Pacific Building Products pales in comparison to Weyerhaeuser's bid, which creates long-term value."

Then, in early January, veteran risk arbitrageur Guy Wyser-Pratte sued Willamette, CEO McDougall and several board members. He charged that the company's directors had breached their fiduciary duty to shareholders by rejecting Weyerhaeuser's bid without "informed consideration"of the proposals and without engaging in good faith negotiations. He also sought to block Willamette from completing its defensive deal with Georgia-Pacific. Other lawsuits soon followed.

Schoenfeld insists that he did not orchestrate the attack on Willamette. In any case, combining forces seemed to work. On January 28, 2002, the two forest products giants agreed to a $6.1 billion merger, at $55.50 a share for Willamette. "If there were no activists, the board might have felt less pressure," says Lise Shonfield, an analyst with J.P. Morgan Chase & Co.

Hedge fund managers often aim for a more collegial but firmly hands-on approach to promoting reform. Jeffrey Ubben, who launched San Franciscobased ValueAct Capital with two partners in 2000, typically scoops up 5 to 15 percent of the shares of a company that he believes has a strong basic business but needs better management. Many of Ubben's candidates are "roll-ups" -- companies that have made several acquisitions within their industry.

But he steers clear of basket cases. "I have no interest in buying 10 percent of a crappy business and saying, 'Sell it!'" he says. "Half of the time they sell it, and half of the time you get stuck [holding the stock]. It's dangerous. You can be active for activism's sake, but it must be a value situation that is proven. You are only as good as the businesses you buy."

Once Ubben buys into a company, he tries to work closely with management, often winding up on the board. Several times he has called in a consulting company -- Portsmouth, New Hampshirebased Synergetics Installations Worldwide -- to assess the problems and help devise and implement new procedures. "They help the businesses stabilize their processes, identify the bottlenecks and make changes," Ubben explains.

Last fall Synergetics completed an assignment for Ubben at Per-Se Technologies, which processes insurance claims for doctors. The hedge fund manager owned 4.2 million shares, or about 14 percent, of the Atlanta-based company, whose stock had tumbled from $55 a share in the late 1990s (when it was called Medaphis) to $2. The chief reason: Per-Se had embarked on an ambitious expansion drive that led it to snap up lots of inefficient mom-and-pop processing centers. The company lost nearly $65 million on continuing operations in 1999 and a further $22 million in 2000.

Synergetics在十个月的工程中花了一个十个月的项目，将每个SE办公室转变为可以被公司的其他办事处复制的低于经营的原型。顾问还通过提供更好的服务来大大提高了每组医生保留率。“我们是实施者，而不是推荐人，”Synergetics and Coo James O'Neill说。

Per-Se moved into the black in late 2001, and by last year's third quarter reported $6.9 million in operating profits. As of mid-December, the stock had rebounded to $9, giving ValueAct a paper profit of $16.8 million.

Hedge funds that gang up on companies have found strength in numbers. Steel Partners II, run by former risk arbitrage analyst Warren Lichtenstein, has doggedly pursued its activist agenda, often in partnership with Mark Schwarz, sole general partner of Newcastle. In 1999 the pair waged a successful proxy fight to force defense contractor Aydin Corp. to sell out to rival L-3 Communications Corp. for $70.5 million. Lichtenstein and Schwarz mounted another proxy campaign in February 2002, this time to take over the board of industrial power-equipment maker SL Industries and force a sale. And in 2002 Steel Partners II and MM Cos., an investment vehicle of private investor Seymour Holtzman, installed representatives on the board of entertainment company Liquid Audio and thereby blocked its sale to Alliance Entertainment. The company now plans to liquidate -- a better deal for investors.

Richard Lashley和John Palmer的金融优势和John Palmer Seidman＆Associates的Seidman分开工作，但遵循类似的Modus Operandi：将他们的路上放在节俭的船上，而不是那么轻柔地努力扼杀机构进入收购者的怀抱。在这种经常有利可图的努力中，他们的公司通常在对冲基金和机构投资者中拥有非正式的盟友，同时投入同样的节俭。亚博赞助欧冠Lashley报告称，由于这种批量股权，他只需要购买2％或3％的节俭的股票来推出代理比赛。“这是一个独特的行业，”他说。“每个人都拥有这些股票。”

劳伦斯塞德曼在最近的监管申请中披露，自1995年以来，他已经推出了涉及七个节俭或银行的代理竞赛，而且之后的所有人都以重大溢价销售到他们的账面价值和收益。他认为，在他的职业生涯中，他作为一个对冲基金经理，他一直参与了12家银行或乐于销售的投注者的代理比赛。

"I've lost more than one contest," says Seidman. "But I never go away." CEOs, take note.

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Personal glimpses: Highfields Capital

Like political activism, corporate activism suffers its share of setbacks. Just ask one of the biggest -- and most aggressive -- activist hedge funds: Highfields Capital Management, No. 13 in亚博赞助欧冠排名最大的对冲基金（II, June 2002). The Boston-based fund, which is at the moment applying pressure to the parent company of Janus mutual funds (story) -- and boasts a string of successful interventions -- took on Reader's Digest Association last year and came away bloodied.

In March 2002 Highfields upped its long-held stake in troubled Reader's Digest to 3.5 percent of class-B voting shares and 9.6 percent of class-A nonvoting shares. (The publishing company designed its dual-share system to preserve control by the founding Wallace family's foundations.) Highfields offered to swap the nonvoting stock plus $3 per share for all of the voting stock held by the Lila Wallace-Reader's Digest Fund and the DeWitt Wallace-Reader's Digest Fund, the largest shareholders. At the time, the A and B shares were both trading at about $21.

Highfields' goal, according to a Securities and Exchange Commission filing: to get rid of the company's arrangement of voting and nonvoting shares by combining them into one class and getting the company to focus on existing businesses that should be grown, run for cash or sold. The hedge fund's interest, the filing declared, was "only in accelerating the turnaround of the issuer."

The Wallace Funds rejected the offer even after Highfields lifted its offer premium per share from $3 to $5. Reader's Digest had its own plan. Responding in part to Highfields' pressure, the publisher proposed a recapitalization: The two classes of stock would be merged into one, reducing the Wallace-Reader's Digest funds' voting power from 50 percent of outstanding shares to 14 percent.

基金还将出售360万的6.2million B voting shares to Reader's Digest Association for $27.50 a share in cash -- a 24 percent premium to the market price. The remaining holders of voting stock, including Highfields, would also be offered a 24 percent premium, but in stock. Highfields' activism appeared to be paying off.

然而，侧面正在发生一些局面，特别认为出版商的业务遭受经济衰退，9/11恐怖袭击和炭疽病恐慌（禁止的直邮动活动）的后果。2002年3月，读者消化前一个月提出了重组，它同意支付7.6亿美元的现金，为烹饪，园艺，国家生活方式和怀旧杂志和书籍的烹饪，园艺，威斯康星州出版商的雷维登出版物。

Reader's Digest planned to borrow $950 million for the acquisition and for the $100 million payment to the Wallace funds for their voting shares. Highfields objected strenuously to the payment to the funds. In a press release, the hedge fund called the 24 percent premium out-and-out greenmail. "For the company to pay, and the funds to accept, this payoff squanders any hope for change and seriously endangers the future of Reader's Digest," Highfields railed. "It is clear that there is a long way to go before there is a level playing field between the owners of corporations and boards of directors who desire to entrench themselves by interfering with shareholder franchise."

知情人士透露,海菲尔德(该公司拒绝to comment) say it was also unhappy that Reader's Digest decided to borrow money and use the funds to buy Reiman rather than to repurchase shares. "Highfields wanted one class of stock, but not the acquisition cost," observed one institutional manager who got out of the stock earlier in the year. "They wanted the company to repurchase stock," he said at the time. "Unless someone white-knights the company, management screwed it up."

Stockholders were expected to approve the selective share buyback and the Reiman purchase at a special shareholders' meeting scheduled for August 14. But it had to be postponed indefinitely when the Delaware Supreme Court reversed the Delaware Chancery Court's denial of an injunction filed by disgruntled shareholders to block the impending recapitalization. The high court instructed the lower one to enjoin the recapitalization pending a trial on its merits.

Then on October 16 Reader's Digest trotted out a new recapitalization plan. The Wallace funds' voting power would be reduced from 50 percent to 13 percent, while the holders of the nonvoting stock -- those outside the funds -- would wind up with 74 percent of the voting power. The company also bought 4.6 million B shares from the funds for $100 million, or $21.75 per share, to prevent the deal from being dilutive. The A stock would wind up with 79 percent of the voting power.

B股从16.60美元汇集了10月9日至20日的新闻中的20美元到20美元。在12月中旬批准过度批准，该股价截至大约16美元，B股为19.52美元。这仍远低于每股高度超过28美元，为其所有A和B股获得总额，这是在购买它们时的交易大致相同的价格。

Highfields现在计划与其股票有什么关系？像雷普尔读者一样等待下一个问题Reader's Digestto arrive in the mail, investors can only have patience until the hedge fund's next SEC filing.-- S.T.