No Own - No Sell

[teapeebubbles]

WSJ on new short rules appears below. Restrictions kick in tomorrow, according to the headline:


http://online.wsj.com/article_email/0,,SB110677839120737142-IFjfoNhlad4nZ2ta3mIaqyBm5,00.html

New Rules to Put Squeeze on Shorts
Restrictions on Executing
Transactions Begin Friday;
Egg Firm to Hog Spotlight

By HENNY SENDER
Staff Reporter of THE WALL STREET JOURNAL
January 27, 2005

Cal-Maine Foods Inc. isn't a household name, but the obscure egg company, a favorite among short sellers, is being carefully watched by fund managers concerned about new Securities and Exchange Commission rules governing certain short sales.

Short sellers borrow shares and then sell the shares. They bet the share price will decline and they can then purchase the shares at lower prices to repay the loan. But sometimes shorts sell shares they haven't actually borrowed, a practice called "naked short selling."

Since these short sales stem from nonexistent shares, the trades don't settle. The SEC's rules are aimed at curtailing potentially abusive or manipulative naked short selling by tracking the number of unsettled trades and then imposing limits on trading these shares.

SEC officials say previous rules work most of the time. But when market participants enter into naked short sales on a massive scale, they could have an endless supply of shares and "could drive down the price in an abusive or manipulative way," says James Brigagliano, assistant director in the SEC's Division of Market Regulation.

The new rules, which took effect Jan. 3, are complex. If at least 10,000 shares and 0.5% of the total shares outstanding of any company fail to be delivered for five trading days, they become "threshold securities." If 13 more trading days pass and the situation isn't corrected, then brokers can't execute any short sales for clients until they are certain of having the borrowed shares to sell. The first possible day such restrictions can come into effect is Friday, at which time, the exchanges are expected to place as many as 600 companies on their lists of companies that have short-sale restrictions. The exchanges are required to make the lists of such "threshold securities" public.

These lists would highlight shares in which short sellers are highly active. That, in turn, could prompt other investors to snap up shares of these companies, potentially causing a short squeeze. A squeeze occurs when buying pressure forces shorts to purchase and repay borrowed shares at higher and higher prices.

"The new rules can involve some pain for hedge funds who specialize in trading the securities of smallcap companies," says David Katz, a lawyer with Sidley Austin Brown & Wood LLP. One hedge fund manager characterizes it more dramatically as the beginning of a "hunting season on hedge funds which short."

The new rules stem from instances where short positions approach or even sometimes exceed the entire amount of known shares outstanding.

The new rules may also change the economics of the securities lending business. With more information about what shares are hard to borrow, fees could rise.

Cal-Maine, a Jackson, Miss.-based company which is the largest fresh-egg producer in the U.S., has recently seen demand for its eggs diminish. In its last fiscal quarter, the company posted a $5.3 million loss, compared with a profit of $17.6 million a year earlier.

Meanwhile, Cal-Maine's share price has been as volatile as consumers' choice of the diet du jour. Eighteen months ago, high-protein diets were the rage and Cal-Maine did well. Today, the trend has reversed and the shares have plunged and short interest has exploded. In the past 52 weeks, the stock has traded between $9.80 and $22.80 and is currently changing hands at about $11.40 on the Nasdaq Stock Market.

Six months ago, the short interest amounted to 66% of the total shares that trade freely, or the float. Today, the short interest has risen to more than 85% of shares available to the public, according to research from Merrill Lynch & Co. based on Nasdaq data. Fred Adams Jr., Cal-Maine's chief executive, attributes the short interest to a planned secondary offering that was later canceled and adds that "the intent of the regulation will cause fewer shorts in the future." Mr. Adams and his family control 70% of the voting rights of Cal-Maine.

Short sellers, unsure how the public lists will affect trading, may already be trying to close out positions ahead of Friday's deadline. "If I had good profits on my short position, I'd make sure I was out by Friday. If you get caught in a buy-in, you will lose," says William Rhodes, principal of Rhodes Analytics, referring to the way in which brokers close out customers' positions. "Better not be caught with your shorts around your ankle."

Write to Henny Sender at [e-mail]