Our Conure at 26 mos., "whats up", okay, thank you! :)
Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Amended Statement of Beneficial Ownership (SC 13D/A)
Date : 03/26/2009 @ 4:28PM
Source : Edgar (US Regulatory)
Stock : (ASPN)
Quote : 0.75 0.05 (7.14%) @ 3:58PM
- Amended Statement of Beneficial Ownership (SC 13D/A)
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 1)
Under the Securities Exchange Act of 1934
Aspen Exploration Corporation
(Name of Issuer)
Common Stock Par Value $0.01 Per Share
(Class of Securities)
78074G200
(CUSIP Number)
Donald H. Hosmer
Stephen M. Hosmer
With a copy to:
7676 Hazard Center Drive
Lee Polson
Suite 1500
Strasburger & Price, L.L.P.
San Diego, California 92108
600 Congress Ave., Ste. 1600
(619) 881-2800
Austin, Texas 78701
(512) 499-3600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 24, 2009
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box [ ] .
CUSIP No. 78074G200
--------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------
(1)
Names of Reporting Persons:
Royale Energy, Inc.
------------------------------------------------------------------------------------------------------
(2)
Check the appropriate box if a member of a group:
(a) [
]
(b) x
------------------------------------------------------------------------------------------------------
(3)
SEC Use Only
------------------------------------------------------------------------------------------------------
(4)
Source of Funds:
WC
------------------------------------------------------------------------------------------------------
(5)
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e).
[
]
------------------------------------------------------------------------------------------------------
(6)
Citizenship or place of organization:
California
------------------------------------------------------------------------------------------------------
Number of shares beneficially owned by each person with:
(7)
Sole voting power
Royale Energy, Inc.
363,300 Shares Common
(8)
Shared voting power
None
(9)
Sole dispositive power
Royale Energy, Inc.
363,300 Shares Common
(10)
Shared dispositive power
None
------------------------------------------------------------------------------------------------------
(11)
Aggregate amount beneficially owned by each reporting person.
Royale Energy, Inc.:
363,300 Shares Common
------------------------------------------------------------------------------------------------------
(12)
Check if the aggregate amount in row (11) excludes certain shares
[
]
------------------------------------------------------------------------------------------------------
(13)
Percent of class represented by amount in Row (11)
5.004 % ( See Item 5 for calculation of outstanding shares.)
------------------------------------------------------------------------------------------------------
(14)
Type of reporting person:
CO
------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------
This statement constitutes Amendment No. 1 to Royale Energy, Inc.’s Schedule 13D dated March 6, 2009, filed March 9, 2009. Except as specifically set forth herein, the Schedule 13D remains unchanged.
Item 3
Source and Amount of Funds or Other Consideration
The aggregate amount of funds used by Royale to purchase its shares of common stock of Aspen is $459,925, from Royale’s working capital. The Aspen stock was purchased in open market transactions.
Future acquisitions of Aspen stock by Royale may be made using either Royale’s working capital or borrowings from a bank for the specific purpose of making such acquisitions. Royale has not entered into any loan agreements or made any borrowings for the purpose of acquiring Aspen stock. If Royale does enter a loan agreement or borrow money for the purpose of acquiring Aspen stock, it will file an amendment to this statement stating the terms of such loan.
Item 4
Purpose of Transaction
This item 4 is amended to reflect Royale’s purchase of 3,000 additional shares of Aspen stock on March 16, 2009, for $2,250, and 7,175 shares on March 23 and 24, 2009 for $5,656.75.
Royale acquired most of its shares of Aspen stock between June 2008 and November 2008, at a time when it was contemplating a tender offer to acquire a majority of the outstanding stock of Aspen. On November 24, 2008, Royale announced its intention to make an exchange offer of shares of Royale common stock for up to 3,992,792 shares of Aspen stock. The proposed offer was described in detail in Royale’s registration statement on Form S-4 filed November 24, 2008, as amended on January 16, 2009 and February 13, 2009.
On February 18, 2009, after reviewing the quarterly report on Form 10-Q for the period ended December 31, 2008, filed by Aspen on February 17, 2009, Royale announced that it was suspending its effort to acquire additional shares of Aspen while it re-evaluated whether to pursue an exchange offer for Aspen.
On February 19, 2009, Aspen filed a report on Form 8-K with the Securities and Exchange Commission which announced that Aspen had entered into an agreement with Venoco, Inc., to sell to Venoco all of Aspen’s oil and gas assets located in California for a purchase price to Aspen of approximately $8.425 million (subject to various adjustments). Certain other designated parsons who own working interests in the assets also executed the agreement and agreed to sell their interests to Venoco. Among the working interest owners joining the agreement are three of Aspen’s directors, as well as Gold Coast Resources, Inc., a company owned by Brian Wolf, the mineral, oil and gas broker who has assisted Aspen with the transaction through Brian Wolf Oil and Gas Properties. A second group of working interest owners (the “additional sellers”) will be given the opportunity to participate in the transaction by executing joinder agreements. The total purchase price contemplated in the agreement if all of the additional sellers participate is $25 million, subject to various adjustments, including adjustments intended to give economic effect to the transaction as of December 1, 2008. If the purchase price reduction that results from additional sellers not participating in the transaction,
--------------------------------------------------------------------------------
plus any reduction relating to title issues, is $6 million or greater, Venoco may decline to close the transaction.
On September 4, 2008, Aspen announced that it would open a data room and begin “investiga[ting] strategic alternatives. . . including the possibility of selling Aspen’s assets or considering another appropriate merger or acquisition transaction.” Aspen has reported that Mr. Wolf was engaged to assist in assembling and operating the data room. Mr. Wolf is to receive a fee for his services in connection with the transaction, equal to 3% of the total consideration to be paid to all working interest owners, including Aspen. Aspen’s obligation to pay the fee to Mr. Wolf is contingent upon the completion of the transaction. Mr. Wolf was assisted by Douglas Imperato who, in December 2008, became a director of Aspen. Both Wolf (through an affiliated company) and Mr. Imperato also own working interests and have agreed to participate in the sale to Venoco and are parties to the agreement. Mr. Wolf has agreed that he will share with Mr. Imperato a portion of the fee to be paid to Mr. Wolf by Aspen for assembling and operating the data room.
The completion of Aspen’s asset sale to Venoco is subject to a number of customary conditions, including approval by Aspen stockholders. Aspen has announced that it will seek stockholder approval pursuant to a proxy statement to be filed with the SEC at a meeting to be scheduled as soon as possible, but which probably will not occur before April 2009. Aspen has stated that if it completes the transaction, the Aspen board of directors will consider distributing a portion of the proceeds to its stockholders, although that decision has not been made and no record date for any distribution has been set.
On March 6, 2009, Royale ended its attempt to make an exchange offer for Aspen and withdrew its Form S-4 registration statement of stock to be used in the Aspen exchange offer.
Prior to announcing its intent to make an exchange offer, Royale owned 4.867% of the outstanding Aspen stock which it acquired in 2008 and is considering whether to increase its ownership of Aspen through open market purchases of Aspen stock. Royale is filing this statement because its purchases on March 24, 2009, increased its ownership of Aspen stock to more than 5%.
Royale is considering whether it believes the proposed asset sale is in the best interest of Aspen shareholders. Royale may, through its officers and directors, engage in communications with one or more shareholders of Aspen, one or more officers of Aspen and/or one or more members of the board of directors of Aspen and/or one or more representatives of Aspen regarding Aspen, including but not limited to its operations and the proposed asset sale. Royale and its officers and directors may discuss ideas that, if effected may result in any of the following: the acquisition by persons of additional common stock of Aspen, an extraordinary corporate transaction involving Aspen, and/or changes in the board of directors or management of Aspen.
Royale may also, in the future, decide to reinstitute its attempt to obtain control of Aspen by means of either a cash tender offer or an exchange offer of shares of Royale common stock for shares of Aspen common stock.
--------------------------------------------------------------------------------
Aspen’s common stock is listed on the OTC Bulletin Board, and therefore is not required to comply with much of today’s heightened requirements for corporate governance, disclosure and reporting. Many companies of comparable size voluntarily comply with these requirements. Such voluntary compliance allows for corporate growth in size and listing quality of their common stock. Aspen has not, and has expressed no desire to comply with the more open corporate governance of today’s business environment.
One such basic corporate governance practice is to provide shareholders a voice by announcing and holding annual shareholder meetings. Aspen filed a Form 10-KSB on September 29, 2008 stating that its most recent annual shareholder meeting was held on February 24, 1994. Aspen has failed, for a period of over 14 years, to present shareholders with an opportunity to vote on the direction of the company or express their opinion on management performance and directors responsibility. Aspen’s board of directors has no independent directors, no board committees and no audit committee financial expert.
On March 6, 2009, Royale, through its legal counsel, sent a letter to Aspen demanding that it hold an election of directors at its upcoming shareholders’ meeting. By letter dated March 19, received by Royale’s legal counsel on March 24, 2009, Aspen stated through its counsel that it refused to include election of directors on the agenda at the meeting to consider approval of the sale of the company’s assets to Venoco.
Except to the extent the foregoing may be deemed a plan or proposal, Royale has no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. Royale may, at any time and from time to time, review or reconsider its position and/or change its purpose and/or formulate plans or proposals with respect thereto.
Item 5
Interest in Securities of the Issuer
This Item 5 is amended to report Royale’s purchase of 3,000 shares of common stock of Aspen on March 16, 2009, and 7,175 shares on March 23 and 24, 2009 for $5,656.75.
Person:
Royale Energy, Inc.
No. Shares Owned:
363,300 Shares of Common Stock
Percent of Outstanding shares
5.004%*
Common stock outstanding at March 5, 2009
7,259,622*
* Number of shares outstanding and percent of outstanding shares are based on the number of shares reported as outstanding in the Preliminary Proxy Statement filed with the SEC by Aspen on March 6, 2009.
Royale has sole voting and dispositive power with respect to all Aspen shares owned by it.
--------------------------------------------------------------------------------
Signatures
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Royale Energy, Inc.
Date: March 26, 2009
/s/ Stephen M. Hosmer
Stephen M. Hosmer, Co-President, Co-CEO and Chief Financial Officer
Northern Oil and Gas, Inc. Announces Red River Discovery and Fifteen Bakken and Three Forks Completions
Date : 04/14/2009 @ 9:29AM
Source : PR Newswire
Stock : (NOG)
Quote : 4.9 0.13 (2.73%) @ 5:00PM
Northern Oil and Gas, Inc. Announces Red River Discovery and Fifteen Bakken and Three Forks Completions
WAYZATA, Minn., April 14 /PRNewswire-FirstCall/ -- Northern Oil and Gas, Inc. (NYSE/AMEX: NOG) ("Northern Oil") today announced the successful drilling and completion of a third Red River discovery in Sheridan County, Montana and fifteen additional completions in the North Dakota Bakken and Three Forks trend. The Bakken and Three Forks wells began producing at an average initial production rate of 692 barrels of oil per day. Northern Oil has drilled with a 100% success rate in the Bakken/Three Forks since inception. Northern Oil is currently participating in the drilling or completion of an additional 18 Bakken and Three Forks wells.
Michael Reger, Chief Executive Officer, commented, "We continue to add production and reserves in both our Red River program as well as our Bakken and Three Forks program. We continue to see service costs decline and look forward to the continued successful development of our substantial core Bakken position."
RECENTLY COMPLETED WELLS
-- The Friedrich Trust 31 #1, located in Sheridan County, MT is a vertical well operated by Brigham Exploration and produced from the Red River formation at an initial production rate of 200 barrels of oil per day. Northern Oil holds a 23.5% working interest in the well.
-- The Jericho 1-5H, located in Mountrail County, ND is a horizontal well operated by Slawson Exploration and produced from the Bakken formation at an initial production rate of 753 barrels of oil per day. Northern Oil holds a 41.5% working interest in the well.
-- The Pet-Inc Federal 22-44HR, located in McKenzie County, ND is a horizontal re-entry well operated by St. Mary Land & Exploration and produced from the Bakken formation at an initial production rate of 466 barrels of oil per day. Northern Oil holds a 7.25% working interest in the well.
-- The Thorvald 1-35H, located in Dunn County, ND is a horizontal well operated by Continental Resources and produced from the Three Forks formation at an initial production rate of 851 barrels of oil per day.
Northern Oil holds a 6.75% working interest in the well.
-- The Bangen 41-27H, located in Mountrail County, ND is a horizontal well operated by Marathon Oil and produced from the Bakken formation at an initial production rate of 605 barrels of oil per day. Northern Oil holds a 5.75% working interest in the well.
-- The MOI 22-15H, located in Billings County, ND is a horizontal re-entry well operated by Whiting Oil and Gas and produced from the Three Forks formation at an initial production rate of 400 barrels of oil in a 19 hour period. Northern Oil holds a 2.5% working interest in the well.
-- The Gladys 1-9H, located in McKenzie County, ND is a horizontal well operated by Newfield Exploration and produced from the Bakken formation at an initial production rate of 1,052 barrels of oil per day. Northern Oil holds a 2.5% working interest in the well.
-- The Wisness 1-4H, located in McKenzie County, ND is a horizontal well operated by Newfield Exploration and produced from the Bakken formation at an initial production rate of 1026 barrels of oil per day. Northern Oil holds a 1.75% working interest in the well.
-- The Sig 21X-6, located in Burke County, ND is a horizontal well operated by XTO Energy and produced from the Bakken formation at an initial production rate of 132 barrels of oil per day. Northern Oil holds a 1.5% working interest in the well.
-- The Armstrong 1-24H, located in Billings County, ND is a horizontal well operated by Continental Resources and produced from the Bakken formation at an initial production rate of 385 barrels of oil per day.
Northern Oil holds a 1.25% working interest in the well.
-- The Norton 24-12H, located in Dunn County, ND is a horizontal well operated by Marathon Oil and produced from the Bakken formation at an initial production rate of 581 barrels of oil per day. Northern Oil holds a 1.25% working interest in the well.
-- The Jodi Carlson 34-12H, located in Dunn County, ND is a horizontal well operated by Marathon Oil and produced from the Bakken formation at an initial production rate of 661 barrels of oil per day. Northern Oil holds a 1.25% working interest in the well.
-- The Fladeland 11-30H, located in Mountrail County, ND is a horizontal well operated by Fidelity Exploration and produced from the Bakken formation at an initial production rate of 1083 barrels of oil per day. Northern Oil holds a 1.25% working interest in the well.
-- The Shobe 24-20H, located in Mountrail County, ND is a horizontal well operated by Marathon Oil and produced from the Bakken formation at an initial production rate of 379 barrels of oil per day. Northern Oil holds a .75% working interest in the well.
-- The Jay Sandstrom 34-31H, located in Mountrail County, ND is a horizontal well operated by Marathon Oil and produced from the Bakken formation at an initial production rate of 796 barrels of oil per day.
Northern Oil holds a .5% working interest in the well.
-- The Landblom 1-35H, located in Divide County, ND is a horizontal well operated by Continental Resources and produced from the Bakken formation at an initial production rate of 688 barrels of oil per day.
Northern Oil holds a .5% working interest in the well.
Northern Oil is a working interest participant in an additional 18 wells currently drilling or completing in the North Dakota Bakken and Three Forks trend. The table below summarizes current drilling and completion activity in which Northern Oil is a working interest participant.
ADDITIONAL WELLS DRILLING AND COMPLETING
OPERATOR WELL NOG COUNTY LOCATION STATUS OBJECTIVE NAME WI
EOG SIDONIA 11.00% MOUNTRAIL 6-158N/ COMPLETING BAKKEN RESOURCES 1-06H 90W
EOG AUSTIN 1.00% MOUNTRAIL 4-154N/ COMPLETING BAKKEN RESOURCES 3-4H 90W
EOG PARSHALL 0.50% MOUNTRAIL 27-152N/ COMPLETING BAKKEN RESOURCES 12-27H 90W
EOG BURKE 17-23H 3.50% MOUNTRAIL 23-155N/ COMPLETING BAKKEN RESOURCES 90W
EOG FERTILE 2-1H 0.50% MOUNTRAIL 1-151N/ DRILLING BAKKEN RESOURCES 90W
EOG AUSTIN 23-32H 0.50% MOUNTRAIL 32-154N/ DRILLING BAKKEN RESOURCES 90W
EOG COTTONWOOD 0.50% MOUNTRAIL 22-157N/ COMPLETING BAKKEN RESOURCES 1-22H 92W
HESS RS-THOMPSON 2.53% MOUNTRAIL 1-155N/ COMPLETING BAKKEN CORPORATION 155-92-0112H 92W
HESS RS-F. ARMOUR 3.00% MOUNTRAIL 12-156N/ COMPLETING BAKKEN CORPORATION 156-92-1213H 92W
HESS EN-ENGET 2.50% MOUNTRAIL 10-158N/ COMPLETING BAKKEN CORPORATION 158-93-1009H 93W
WINDSOR WOLF 1-4H 16.00% MOUNTRAIL 4-151N/ COMPLETING BAKKEN ENERGY 92W
SLAWSON BANDIT 1-29H 27.00% MOUNTRAIL 29-152N/ COMPLETING BAKKEN EXPLORATION 91W
SLAWSON NIGHTCRAWLER 5.00% MOUNTRAIL 17-152N/ COMPLETING BAKKEN EXPLORATION 1-17H 91W
SLAWSON COLT 1-16H 1.50% MOUNTRAIL 16-157N/ DRILLING BAKKEN EXPLORATION 90W
MARATHON OIL KENT CARLSON 6.25% DUNN 36-144N/ DRILLING BAKKEN 14-36H 95W
MARATHON OIL STROMMEN 2.50% DUNN 8-145N/ DRILLING BAKKEN 14-36H 94W
MUREX CHAD ALLEN 6.25% MOUNTRAIL 25-155N/ COMPLETING BAKKEN PETROLEUM 25-36H 91W
WHITING OIL LACEY 11-12H 1.00% MOUNTRAIL 12-152N/ DRILLING BAKKEN AND GAS 92W
ABOUT NORTHERN OIL AND GAS
Northern Oil and Gas, Inc. is an exploration and production company based in Wayzata, Minnesota. Northern Oil's core area of focus is the Williston Basin, specifically the Mountrail County, North Dakota area Bakken and Three Forks trend. Northern Oil's secondary objective is conventional, 3D driven, oil and gas exploration and development throughout the Rocky Mountain region.
More information about Northern Oil and Gas, Inc. can be found at http://www.northernoil.com/.
SAFE HARBOR
This press release contains forward-looking statements regarding future events and our future results that are subject to the safe harbors created under the Securities Act of 1933 (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act"). All statements other than statements of historical facts included in this report regarding our financial position, business strategy, plans and objectives of management for future operations, industry conditions, and indebtedness covenant compliance are forward-looking statements. When used in this report, forward-looking statements are generally accompanied by terms or phrases such as "estimate," "project," "predict," "believe," "expect," "anticipate," "target," "plan," "intend," "seek," "goal," "will," "should," "may" or other words and similar expressions that convey the uncertainty of future events or outcomes. Items contemplating or making assumptions about, actual or potential future sales, market size, collaborations, and trends or operating results also constitute such forward-looking statements.
Forward-looking statements
Careful with this one, dilution + the capital extraction poses a reversal in share price and marketcap, with this S-3 filing.
Securities Registration Statement (simplified form) (S-3)
Date : 03/31/2009 @ 3:22PM
Source : Edgar (US Regulatory)
Stock : (NOG)
Quote : 4.9 0.13 (2.73%) @ 5:00PM
- Securities Registration Statement (simplified form) (S-3)
As filed with the Securities and Exchange Commission on March 31, 2009
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SEC File No: 333-___________
NORTHERN OIL AND GAS, INC.
(Exact Name of Registrant as specified in Its Charter)
Nevada 95-3848122
(State or Other Jurisdiction of
Incorporation or Organization) (I.R.S.
Employer Identification No.)
315 Manitoba Avenue, Suite 200
Wayzata, Minnesota 55391
(952) 476-9800
(Address, including zip code, and telephone number, including area code, of principal executive offices)
Michael L. Reger
Chief Executive Officer
315 Manitoba Avenue, Suite 200
Wayzata, Minnesota 55391
(952) 476-9800
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
ROSS C. FORMELL, ESQ.
BEST & FLANAGAN LLP
225 SOUTH SIXTH STREET, SUITE 4000
MINNEAPOLIS, MINNESOTA 55402
(612) 339-7121
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.
£
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.
T
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following and list the Securities Act registration statement number of earlier effective registration statement for the same offering.
£
i
--------------------------------------------------------------------------------
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
£
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
£
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D.
filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
£
*Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):
Large accelerated filer £ Accelerated Filer T
Non-accelerated filer
(Do not check if a smaller reporting company) £ Smaller reporting company £
CALCULATION OF REGISTRATION FEE
Title Of Securities To Be Registered Amount to be Registered Proposed Maximum Offering Price (1) Amount Of Registration Fee
Common Stock, par value $0.001 per share 15,000,000 $ 59,250,000 $ 3,306.15
________________
(1) Estimated solely for the purpose of calculating the registration fee of the securities offered hereby in accordance with Rule 457(c) under the Securities Act of 1933, as amended, based upon the $3.95 average of the high and low prices of the Registrant’s common stock as reported by the NYSE Amex for March 27, 2009.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a) may determine.
ii
--------------------------------------------------------------------------------
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell securities, and is not soliciting an offer to buy securities in any state where the offer or sale is not permitted.
Subject to Completion, Dated March 31, 2009
PROSPECTUS
Up to 15,000,000
Shares of Common Stock, par value $0.001 per share
NORTHERN OIL AND GAS, INC.
Common Stock
________________________________________
From time to time, we may offer up to 15,000,000 shares of our common stock, par value $0.001 per share, at a per share price to be determined at the actual time sales are consummated. We will provide the specific terms of any offering(s) in one or more supplements to this prospectus. Any prospectus supplement may also add, update or change information contained in this prospectus. You should carefully read this prospectus and any applicable prospectus supplement, as well as any documents incorporated by reference, before purchasing any of the securities being offered.
Our common stock is listed on the NYSE Amex stock exchange under the symbol “NOG.” On March 27, 2009, the last reported sale price of our common stock on NYSE Amex was $3.95 per share.
INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. BEFORE MAKING ANY INVESTMENT IN OUR SECURITIES, YOU SHOULD READ AND CAREFULLY CONSIDER RISKS AND UNCERTAINTIES DESCRIBED UNDER THE HEADING “RISK FACTORS” CONTAINED IN OUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008, WHICH IS INCORPORATED HEREIN BY REFERENCE, AND UNDER SIMILAR HEADINGS IN OUR SUBSEQUENTLY FILED QUARTERLY REPORTS ON FORM 10-Q AND ANNUAL REPORTS ON FORM 10-K, AS WELL AS THE OTHER RISKS AND UNCERTAINTIES DESCRIBED IN ANY APPLICABLE PROSPECTUS SUPPLEMENT AND IN THE OTHER DOCUMENTS INCORPORATED HEREIN BY REFERENCE .
This prospectus may not be used to offer or sell any securities unless accompanied by a prospectus supplement. You should rely only on the information contained in this prospectus and any applicable prospectus supplement. We have not authorized anyone to provide you with different information.
The common stock offered by this prospectus may be offered in amounts, at prices and at terms determined at the time of the offering and may be sold directly by us to investors, through agents designated from time to time or to or through underwriters or dealers. We will set forth the names of any underwriters or agents and any applicable fees, commissions, discounts and over-allotment options in the accompanying prospectus supplement. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution”. The price to the public of such securities and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement.
The aggregate market value of our outstanding common stock held by non-affiliates is $109,197,363, based on 34,120,103 shares of outstanding common stock, of which 27,644,902 are held by non-affiliates, and a per share price of $3.95 based on the closing price of our common stock on March 27, 2009.
________________________________________
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
________________________________________
This prospectus is dated March 31, 2009
--------------------------------------------------------------------------------
TABLE OF CONTENTS
Page
SUMMARY 1
RISK FACTORS 3
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 3
USE OF PROCEEDS 3
PLAN OF DISTRIBUTION 3
DESCRIPTION OF SECURITIES 5
INDEMNIFICATION 5
LEGAL MATTERS 5
EXPERTS 6
WHERE YOU CAN FIND MORE INFORMATION 6
________________________________________
You should rely only on the information that we have provided or incorporated by reference in this prospectus, any applicable prospectus supplement that we may authorize to be provided to you. No person has been authorized to give any information or make any representations in connection with this offering other than those contained or incorporated by reference in this prospectus and any accompanying prospectus supplement in connection with the offering described herein and therein, and, if given or made, such information or representations must not be relied upon as having been authorized by us. Neither this prospectus nor any prospectus supplement shall constitute an offer to sell or a solicitation of an offer to buy offered securities in any jurisdiction in which it is unlawful for such person to make such an offering or solicitation.
You should assume that the information in this prospectus or any applicable prospectus supplement is accurate only as of the date on the front of the document and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any applicable prospectus supplement, or any sale of a security.
--------------------------------------------------------------------------------
SUMMARY
This summary highlights information contained elsewhere in this prospectus but might not contain all of the information that is important to you. The following summary is qualified in its entirety by the more detailed information, including our consolidated financial statements and related notes, included in this prospectus or incorporated by reference in this prospectus. Before investing in our common stock, you should carefully read the entire prospectus and all documents incorporated herein by reference, including the “Risk Factors” section and our financial statements and the notes thereto included elsewhere or incorporated by reference in this prospectus.
For purposes of this prospectus, unless otherwise indicated or the context otherwise requires, all references herein to “we,” “us,” “our,” and “the Company” refer to Northern Oil and Gas, Inc., a Nevada corporation.
This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”) utilizing a “shelf” registration process. Under this shelf registration process, we may offer shares of our common stock in one or more offerings, up to a total of 15,000,000 shares of Common Stock. This prospectus provides you with a general description of the securities we may offer. Each time we offer a type or series of securities under this prospectus, we will provide a prospectus supplement that will contain more specific information about the terms of those securities. We may also add, update or change in the prospectus supplement any of the information contained in this prospectus or in the documents that we have incorporated by reference into this prospectus. We urge you to carefully read this prospectus, any applicable prospectus supplement, including the risk factors, together with the information incorporated herein by reference as described under the heading “Where You Can Find More Information,” before buying any of the securities being offered. THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE A SALE OF SECURITIES UNLESS IT IS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
Rick’s Cabaret New York Opens “The Top of Rick's Smoking Deck & Garden” with Spectacular Empire State Building View
Date : 04/15/2009 @ 9:00AM
Source : Business Wire
Stock : Rick’s Cabaret International, Inc. (RICK)
Quote : 5.42 0.01 (0.18%) @ 8:00PM
Rick’s Cabaret New York Opens “The Top of Rick's Smoking Deck & Garden” with Spectacular Empire State Building View
Rick’s Cabaret International, Inc. (NASDAQ: RICK) will open “The Top of Rick's Smoking Deck & Garden” on April 21st – a futuristic smoker’s oasis on top of its upscale gentlemen’s club in Midtown Manhattan.
The deck sits on a dramatic stainless steel superstructure spanning the roof of the Rick’s Cabaret building at 50 West 33rd Street, between Broadway and Fifth Avenue, affording a spectacular view of the Empire State Building across the street. The new amenity was created by Joseph Kleinman of Kleinman Architects Co., who designed the luxurious three-story club that opened three years ago.
The Top of Rick’s deck features back-lit translucent screening and lush evergreen yew hedges (Taxus Densiformus). VIP customers enjoying a smoke or a drink on the deck are warmed both by specially designed heaters and their conversations with the lovely Rick’s Cabaret entertainers.
“The deck is a great amenity,” said Ed Anakar, director of operations for Rick’s Cabaret. “It‘s a relaxing spot to sip a drink and enjoy a cigar or cigarette while taking in an amazing view of the most famous building in the world, and of course socializing with our beautiful girls.”
Beneath the deck the topless cabaret show goes on non-stop from 11 am to 4 am weekdays (4 pm to 4 am on weekends). Diners can also enjoy fine food in the second floor Rick’s Steakhouse and guests can mingle with the Girls of Rick’s in more than 20 private VIP suites.
The smoking deck and garden will be launched with an invitation-only party April 21st from 6 pm – 8 pm. For information email info@ricks.com.
Rick’s Cabaret International, Inc. Revenues Climb 18.23 Percent in Second Quarter Ending March 31, 2009
Date : 04/09/2009 @ 9:00AM
Source : Business Wire
Stock : Rick’s Cabaret International, Inc. (RICK)
Quote : 5.42 0.01 (0.18%) @ 8:00PM
Rick’s Cabaret International, Inc. Revenues Climb 18.23 Percent in Second Quarter Ending March 31, 2009
Rick’s Cabaret International, Inc. (NASDAQ: RICK) says revenue from its upscale gentlemen’s clubs climbed 18.23 percent to $18.07 million in the quarter ending March 31, 2009.
The company said the increase was due to contributions from its midtown Manhattan Rick’s Cabaret and as a result of branding conversions of clubs in Philadelphia and Dallas. Same store sales declined by 7.60 percent to $14.05 million.
“Despite the tough economic environment we continue to make gains at our key Rick’s Cabaret/New York City club where we had a solid quarter and a particularly strong March,” said Eric Langan, President and CEO of Rick’s Cabaret. “While we have seen slippage in some other markets we are pleased with the results of our club rebranding in Dallas and Philadelphia, and our aggressive new marketing program in Las Vegas.”
During the quarter the company converted the Rick’s Cabaret in Philadelphia to a Club Onyx format catering to African-American gentlemen; converted the Rick’s Cabaret in Dallas to its XTC Cabaret format serving a younger and more blue-collar clientele; and began new marketing initiatives for the Rick’s Cabaret/Las Vegas that have resulted in increased market share.
Rick’s Cabaret Partners with Hard Rock Hotel & Casino in Las Vegas to Create “Your Own Private Nightclub”
Date : 03/30/2009 @ 11:30AM
Source : Business Wire
Stock : Rick’s Cabaret International, Inc. (RICK)
Quote : 5.42 0.01 (0.18%) @ 8:00PM
Rick’s Cabaret Partners with Hard Rock Hotel & Casino in Las Vegas to Create “Your Own Private Nightclub”
Rick’s Cabaret International, Inc., the nation’s premier chain of upscale gentlemen’s clubs, has partnered with the famous Hard Rock Hotel & Casino in Las Vegas to create the “Rick’s Cabaret Rockstar Suite.”
Designed as the ultimate bachelor party venue, the spacious yet intimate suite offers a private dance floor, complete with stripper pole, a nightclub style sound and lighting system, and plush amenities such as high thread count linens, goose down pillows and a master bath with personal spa.
Views from the master bedroom in the suite open to the famous Hard Rock Beach Club pool, the home of legendary Sunday pool party REHAB, where weekend revelers gather in the thousands to sip potent Rockstar Lemonades, listen to world famous DJs and frolic in skimpy bikinis.
“Our Rick’s Cabaret Rockstar Suite packages include the amazing suite itself, plus VIP limo service to the nearby Rick's Cabaret Gentlemen’s Club where our guests will get VIP treatment to complete their ‘party like a Rockstar ’ experience,” says Steve Cyr, Senior Director of Customer Development for the hotel and casino.
“The Rick's Cabaret Rockstar Suite will be like having your personal nightclub at the Hard Rock, one of the great entertainment venues of the world,” says Eric Langan, President and CEO of Rick’s Cabaret. “We are honored to be partnering with the Hard Rock on this very exciting concept, which we think will quickly become a legendary bachelor party experience.”
* Annual Report (foreign private issuer) (40-F)
Date : 04/01/2009 @ 2:46PM
Source : Edgar (US Regulatory)
Stock : (TGB)
Quote : 1.51 -0.095 (-5.92%) @ 8:00PM
- Annual Report (foreign private issuer) (40-F)
--------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 40-F
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
OR
[X] ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal period ended December 31, 2008 Commission File Number: 0-19476
TASEKO MINES LIMITED
(Exact name of Registrant as specified in its charter)
British Columbia Canada 1040 Not Applicable
(Province or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code) Identification No.)
Suite 300, 905 West Pender Street
Vancouver, British Columbia
Canada V6C 1L6
(778) 373-4534
(Address and telephone number of Registrant’s principal executive offices)
Corporation Service Company
Suite 400, 2711 Centerville Road
Wilmington, Delaware 19808
(800) 927-9800
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)
Securities registered or to be registered pursuant to section 12(b) of the Act:
Title Of Each Class Name Of Each Exchange On Which Registered
Common Shares, no par value NYSE Amex Equities
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
For annual reports, indicate by check mark the information filed with this Form:
[X] Annual Information Form [X] Audited Annual Financial Statements
Indicate the number of outstanding shares of each of the Registrant’s classes of capital or common stock as of the close of the period covered by the annual report: 153,187,116 Common Shares
Indicate by check mark whether the Registrant by filing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the “Exchange Act”). If “yes” is marked, indicate the file number assigned to the Registrant in connection with such Rule.
Yes [ ] No [X]
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
--------------------------------------------------------------------------------
INTRODUCTORY INFORMATION
In this annual report, references to the “Company” or “Taseko” mean Taseko Mines Limited and its subsidiaries, unless the context suggests otherwise.
Unless otherwise indicated, all amounts in this annual report are in Canadian dollars and all references to “$” mean Canadian dollars.
PRINCIPAL DOCUMENTS
The following documents that are filed as exhibits to this annual report are incorporated by reference herein:
the Company’s Annual Information Form for the 15 months ended December 31, 2008;
the Company’s Audited Consolidated Financial Statements as at December 31, 2008 and September 30, 2007 and for the 15 months ended December 31, 2008 and years ended September 30, 2007 and 2006;
the Company’s Management Discussion and Analysis for the 15 months period ended December 31, 2008; and
the Company’s Supplementary note entitled – “Reconciliation with United States Generally Accepted Accounting Principles” as at December 31, 2008 and September 30, 2007 and for the 15 months ended December 31, 2008 and years ended September 30, 2007 and 2006.
FORWARD-LOOKING STATEMENTS
This annual report includes or incorporates by reference certain statements that constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 . These statements appear in a number of places in this annual report and documents incorporated by reference herein and include statements regarding the Company’s intent, belief or current expectations and those of the Company’s management. These forward-looking statements involve known and unknown risks and uncertainties that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When used in this annual report or in documents incorporated by reference in this annual report, words such as “believe,” “anticipate,” “estimate,” “project,” “intend,” “expect,” “may,” “will,” “plan,” “should,” “would,” “contemplate,” “possible,” “attempts,” “seeks” and similar expressions are intended to identify these forward-looking statements. These forward-looking statements are based on various factors and were derived utilizing numerous assumptions that could cause the Company’s actual results to differ materially from those in the forward-looking statements. Accordingly, readers are cautioned not to put undue reliance on these forward-looking statements. Forward-looking statements include, among others, statements regarding:
the Company’s acquisition plans;
the Company’s expected financial performance in future periods;
the Company’s plan of operations, including its plans to carry out exploration and development activities;
the Company’s expectations regarding the results of operations at its Gibraltar mine and exploration and development potential of the Company’s properties; and
--------------------------------------------------------------------------------
- 2 -
the Company’s statement of reserves;
factors relating to the Company’s investment decisions.
Certain of the assumptions the Company has made include assumptions regarding, among other things:
future commodity prices;
the cost of carrying out exploration and development activities on certain of the Company’s mineral properties;
the Company’s ability to obtain and keep the necessary expertise in order to carry out its operating, exploration and development activities within the planned time periods; and
the Company’s ability to obtain adequate financing on acceptable terms.
Some of the risks and uncertainties that could cause the Company’s actual results to differ materially from those expressed in the Company’s forward-looking statements include:
the speculative nature of the mining business;
the exploration and development stages of certain of the Company’s mineral projects;
the Company’s ability to recover the financial statement carrying values of its mineral property interests if it ceases to continue on a going concern basis;
loss of the services of any of the Company’s executive officers;
the volatility of gold, copper and molybdenum prices;
changes in, or the introduction of, government regulations relating to mining, including laws and regulations relating to the protection of the environment;
potential claims by third parties to the Company’s mining properties;
the Company’s ability to obtain adequate insurance for its operations;
the highly competitive nature of the Company’s business;
fluctuations in exchange rates;
the historical volatility in the Company’s share price;
potential legal claims relating to the Company’s projects;
the Company’s ability to obtain adequate financing for the further exploration and development of its mineral properties and the potential dilution to the Company’s shareholders from any future equity financings;
the potential dilution to the Company’s shareholders from the exercise of outstanding options and warrants to purchase its shares.
Readers are referred to the section entitled “Risk Factors” in the Company’s Annual Information Form. The Company assumes no obligation to update or to publicly announce the results of any change to any of the forward-looking statements contained or incorporated by reference herein to reflect actual results, future events or developments, changes in assumptions or changes in other factors affecting the forward-looking statements.
--------------------------------------------------------------------------------
- 3 -
CAUTIONARY NOTE TO UNITED STATES INVESTORS CONCERNING
ESTIMATES OF RESERVES AND MEASURED, INDICATED AND INFERRED RESOURCES
The disclosure in this annual report, including the documents incorporated by reference herein, uses terms that comply with reporting standards in Canada and certain estimates are made in accordance with Canadian National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”). NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects.
Unless otherwise indicated, all reserve and resource estimates contained in or incorporated by reference in this annual report have been prepared in accordance with NI 43-101. These standards differ significantly from the requirements of the SEC, and reserve and resource information contained herein and incorporated by reference herein may not be comparable to similar information disclosed by U.S. companies.
This annual report includes mineral reserve estimates that have been calculated in accordance with NI 43-101, as required by Canadian securities regulatory authorities. For United States reporting purposes, SEC Industry Guide 7 (under the United States Securities Exchange Act of 1934 (the “Exchange Act”)), as interpreted by Staff of the SEC, applies different standards in order to classify mineralization as a reserve. As a result, the definitions of proven and probable reserves used in NI 43-101 differ from the definitions in the SEC Industry Guide 7. Under SEC standards, mineralization may not be classified as a "reserve" unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. Among other things, all necessary permits would be required to be in hand or issuance imminent in order to classify mineralized material as reserves under the SEC standards. Accordingly, mineral reserve estimates contained in this annual report may not qualify as “reserves” under SEC standards.
In addition, this annual report uses the terms “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources” to comply with the reporting standards in Canada. We advise United States investors that while those terms are recognized and required by Canadian regulations, the SEC does not recognize them. United States investors are cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted into mineral reserves. These terms have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility.
Further, “inferred resources” have a great amount of uncertainty as to their existence and as to whether they can be mined legally or economically. Therefore, United States investors are also cautioned not to assume that all or any part of the inferred resources exist. In accordance with Canadian rules, estimates of “inferred mineral resources” cannot form the basis of feasibility or other economic studies.
It cannot be assumed that all or any part of “measured mineral resources”, “indicated mineral resources”, or “inferred mineral resources” will ever be upgraded to a higher category. Investors are cautioned not to assume that any part of the reported “measured mineral resources”, “indicated mineral resources”, or “inferred mineral resources” in this annual report is economically or legally mineable.
In addition, disclosure of “contained ounces” is permitted disclosure under Canadian regulations; however, the SEC only permits issuers to report mineralization as in place tonnage and grade without reference to unit measures.
For the above reasons, information contained in this annual report and the documents incorporated by reference herein containing descriptions of our mineral deposits may not be comparable to similar
--------------------------------------------------------------------------------
- 4 -
information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.
NOTE TO UNITED STATES READERS REGARDING DIFFERENCES
BETWEEN UNITED STATES AND CANADIAN REPORTING PRACTICES
The Company is permitted to prepare this annual report in accordance with Canadian disclosure requirements, which are different from those of the United States. The Company prepares its consolidated financial statements in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”) which principles differ in certain respects from those applicable in the United States (“US GAAP”) and from practices prescribed by the SEC. Therefore, the Company’s financial statements incorporated by reference in this annual report may not be comparable to financial statements prepared in accordance with U.S. GAAP. You should refer to the discussion of the principal differences between our financial results determined under Canadian GAAP and under U.S. GAAP that is contained in the Company’s Supplementary Note “ Reconciliation with United States Generally Accepted Accounting Principles ” that is incorporated by reference herein and which supplements the Company’s financial statements set forth in this Form 40-F. This section and the Supplementary Note should be read in conjunction with the consolidated financial statements of the Company as at December 31, 2008 and September 30, 2007 and for the 15 months ended December 31, 2008 and years ended September 30, 2007 and 2006, as set forth in this Form 40-F.
DISCLOSURE CONTROLS AND PROCEDURES
Disclosure controls and procedures are defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“ Exchange Act ”) to mean controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and includes, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
As of the end of the period covered by this report, our management carried out an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures, as defined in Rule 13a-15(e), were effective
While our Chief Executive Officer and our Chief Financial Officer believe that our disclosure controls and procedures provide a reasonable level of assurance of effectiveness, they do not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors and fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system will be met.
INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of the Company is responsible for establishing and maintaining adequate internal controls over financial reporting. The Company’s internal control system was designed to provide
--------------------------------------------------------------------------------
- 5 -
reasonable assurance to the Company’s management and the board of directors regarding the preparation and fair presentation of published financial statements. Internal control over financial reporting is defined in Rule 13a-15(f ) and 15d-15(f ) of the Exchange Act as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
The Company’s management, with the participation of the Chief Executive Officer and the Chief Financial Officer, has evaluated the effectiveness of internal control over financial reporting based on the framework and criteria established in Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this evaluation, the Company’s management has concluded that the Company’s internal control over financial reporting, as defined in Rule 13a-15(f), was effective as of December 31, 2008.
No changes in internal controls over financial reporting occurred during the most recent fiscal period that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.
--------------------------------------------------------------------------------
- 6 -
The Company is required to provide an auditor’s attestation report on internal control over financial reporting for the fiscal year ended December 31, 2008. In this report, the Company’s independent registered auditor, KPMG LLP, must state its opinion as to the effectiveness of the Company’s internal control over financial reporting for the fiscal year ended December 31, 2008. KPMG LLP has audited the Company’s financial statements included in this Annual Report on Form 40-F and has issued an attestation report on the Company’s internal control over financial reporting. The Auditor’s Attestation Report is included as part of Exhibit 99.6.
AUDIT COMMITTEE
The Company’s Board of Directors has established a separately-designated Audit Committee of the board in accordance with Section 3(a)(58)(A) of the Exchange Act for the purpose of overseeing the Company’s accounting and financial reporting processes and the audits of the Company’s annual financial statements. As at the date of this annual report, the Audit Committee was comprised of Bill Armstrong, David Elliott, and Wayne Kirk.
AUDIT COMMITTEE FINANCIAL EXPERT
The Company’s Board of Directors has determined that David Elliott, a member of the Audit Committee of the board, is an audit committee financial expert (as that term is defined in Item 407 of Regulation S-K under the Exchange Act) and is an independent director under applicable laws and regulations and the requirements of the NYSE Amex Equities Exchange.
PRINCIPAL ACCOUNTING FEES AND SERVICES
The following table sets forth information regarding amounts billed by the Company’s independent auditors for each of the Company’s last two fiscal periods:
15 months ended Year Ended
December 31 September 30
2008 2007
Audit Fees $ 526,500 $ 399,102
Audit Related Fees – 5,550
Tax Fees – –
All Other Fees – –
Total $ 526,500 $ 404,652
Audit Fees
Audit fees are the aggregate fees billed by the Company’s independent auditor for the audit of the Company’s annual consolidated financial statements, reviews of interim consolidated financial statements and attestation services that are provided in connection with statutory and regulatory filings or engagements.
--------------------------------------------------------------------------------
- 7 -
Audit-Related Fees
Audit-related fees are fees charged by the Company’s independent auditor for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under "Audit Fees." This category comprises fees billed for employee benefit audits, due diligence assistance, consultations on proposed transactions, internal control reviews and audit and attestation services not required under applicable law, rules and regulations.
Tax Fees
Tax fees are fees for professional services rendered by the Company’s independent auditors for tax compliance and tax advice on actual or contemplated transactions.
All Other Fees
All other fees relate to services other than the audit fees, audit-related fees and tax fees described above.
Audit Committee Pre-Approval Policies
The Company’s management requests approval from the Audit Committee of the Company’s board for non-audit services from the Company’s independent auditors. The Audit Committee pre-approves all audit and all such services with set maximum dollar limits. In considering these requests, the Audit Committee assesses, among other things, whether the non-audit services requested would be considered prohibited services as contemplated by the SEC, and whether the non-audit services requested and related fees could impair the independence of the Company’s auditors.
OFF-BALANCE SHEET ARRANGEMENTS
The Company has not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
CONTRACTUAL OBLIGATIONS
The following are the contractual maturities of contractual obligations (in thousands of Canadian dollars) :
Carrying Over 3
2008 amount 2009 2010 2011 years
Accounts payable and accrued liabilities $ 27,468 $ 27,468 $ – $ – $ –
Accrued quotational payments 25,568 25,568
Bank overdraft facility (repaid in Feb 2009) 5,737 5,737
Amounts due to related parties 1,772 1,772 – – –
Capital lease obligation 18,900 4,280 4,003 4,003 6,614
Convertible debt * 35,219 – – 35,219 –
Royalty obligation 64,357 3,384 4,804 5,862 50,307
Total contractual obligations $ 179,021 $ 68,209 $ 8,807 $ 45,084 $ 56,921
--------------------------------------------------------------------------------
- 8 -
The Company also has purchase orders in the normal course of operations for capital equipment required for the Gibraltar expansion project in the amount of $17,375. The orders have specific delivery dates and financing of this equipment will be through existing cash resources.
Other than those obligations disclosed in the notes to its audited annual financial statements for the fiscal period ended December 31, 2008, the Company had no other material commitments for material capital expenditures as of December 31, 2008.
* The Bonds have a “put” right in August 2009 to be redeemed at 100.6%. Due to this “put” right, the Bonds have been accordingly classified as current liabilities as at December 31, 2008.
However, the Company has not received any indication from the Bondholders with regards to their intention to exercise the “put” right to date.
CODE OF ETHICS
The Company has adopted a Code of Ethics that applies to its officers, employees and directors and promotes, among other things, honest and ethical conduct. The code also promotes compliance by the Company’s Chief Executive Officer, Chief Financial Officer and other senior finance staff with the Sarbanes-Oxley Act of 2002. Investors may view the Company’s Code of Ethics, which is included as a part of the Company’s Governance Policies and Procedures Manual, on the Company’s web site at www.tasekomines.com .
NYSE AMEX EQUITIES CORPORATE GOVERNANCE
The Company’s common shares are listed for trading on the NYSE Amex Equities Exchange (“NYSE Amex”). Section 110 of the NYSE Amex company guide permits NYSE Amex to consider the laws, customs and practices of foreign issuers in relaxing certain NYSE Amex listing criteria, and to grant exemptions from NYSE Amex listing criteria based on these considerations. A company seeking relief under these provisions is required to provide written certification from independent local counsel that the non-complying practice is not prohibited by home country law. A description of the significant ways in which the Company’s governance practices differ from those followed by domestic companies pursuant to NYSE Amex standards is contained on the Company’s website at www.tasekomines.com .
Upon listing, the Company received an exemption from its quorum requirements for meetings of shareholders. Under the NYSE Amex listing standards, the quorum requirement is a minimum of one third of shareholders entitled to vote for U.S. domestic companies. The Company does not meet this requirement and has been granted relief from this listing standard.
Further, the Company’s board of directors is presently not comprised of a majority of independent directors, as required by Section 802(a) of the NYSE Amex Company Guide, and the Company’s nominating and corporate governance committee is presently not comprised exclusively of independent directors, as required by 804(a) of the NYSE Amex Company Guide. The Company has been granted relief from these requirements by NYSE Amex.
UNDERTAKING
The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.
--------------------------------------------------------------------------------
- 9 -
CONSENT TO SERVICE OF PROCESS
The Company previously filed an Appointment of Agent for Service of Process and Undertaking on Form F-X signed by the Company and its agent for service of process with respect to the class of securities in relation to which the obligation to file this annual report arises.
--------------------------------------------------------------------------------
- 10 -
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Company certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: March 31, 2009.
TASEKO MINES LIMITED
/s/ Peter Mitchell
By: Peter Mitchell
Peter Mitchell
Chief Financial Officer
--------------------------------------------------------------------------------
EXHIBIT INDEX
Exhibit
Number Exhibit Description
99.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
99.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
99.3 Certification of Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.4 Certification of Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.5 Annual Information Form of the Company for the 15 months ended December 31, 2008
99.6 Audited consolidated balance sheets as at December 31, 2008 and September 30, 2007 and consolidated statements of operations, equity, and cash flows for the fiscal periods then ended, including the notes thereto and report of our independent registered public accounting firm thereon
99.7 Management’s discussion and analysis of financial condition and results of operations for the 15 months fiscal period ended December 31, 2008
99.8 Supplementary Note entitled – “Reconciliation with United States Generally Accepted Accounting Principles” as at December 31, 2008, and September 30, 2007 and for the fiscal period ended December 31, 2008 and each of the two years ended September 30, 2007 and 2006
99.9 Consent of KPMG LLP
99.10 Consent of Scott Jones
99.11 Hunter Dickinson Services Inc. Corporate Services Agreement Date June 1, 2008
Taseko Initiates Copper Hedging Program to Secure Cash Flow for 2009
Date : 04/16/2009 @ 2:44PM
Source : PR Newswire
Stock : (TGB)
Quote : 1.51 -0.095 (-5.92%) @ 8:00PM
Taseko Initiates Copper Hedging Program to Secure Cash Flow for 2009
VANCOUVER, April 16 /PRNewswire-FirstCall/ -- Taseko Mines Limited (TSX: TKO; NYSE Amex: TGB) ("Taseko" or the "Company") is pleased to announce that it has established a hedging program for approximately 50% of targeted copper production to the end of 2009 from its wholly-owned Gibraltar Mine.
The Company used a producer put and call option - a zero premium cost strategy. Approximately 30 million pounds of copper has been hedged with a price range of US$1.88 - US$2.36 per pound. Under the hedging program, Taseko will receive the prevailing market copper price while within the price range. Should the market price be outside the price range, Taseko will receive a minimum of US$1.88 and a maximum of US$2.36 for the hedged copper. The remaining estimated 30 million pounds of production is unhedged.
Russell Hallbauer, President and CEO of Taseko stated, "Even though the price of copper has increased considerably over the past three months, there remains uncertainty with the world economic outlook. Given this recent pricing strength, we believe it is timely to initiate a hedging strategy that will preserve profitability for Taseko in the event of a copper price retraction, while maintaining upside potential on the 50% of our production that remains unhedged."
Mr. Hallbauer continued, "With Gibraltar's total cash costs of approximately US$1.15 per pound and a minimum hedge price of US$1.88 per pound on 50% of our production for the next eight months, we will continue our plans to complete the Phase II capital expansion at Gibraltar. After the completion of this phase, Gibraltar's annual production is expected to reach 115 million pounds of copper and one million pounds of molybdenum."
Russell Hallbauer President and CEO
Taseko Announces Closing of Public Offering
Date : 04/15/2009 @ 8:56AM
Source : PR Newswire
Stock : (TGB)
Quote : 1.51 -0.095 (-5.92%) @ 8:00PM
Taseko Announces Closing of Public Offering
VANCOUVER, April 15 /PRNewswire-FirstCall/ -- Taseko Mines Limited (TSX: TKO; NYSE Amex: TGB) (the "Company") announces that it has closed the previously announced "bought deal" short form prospectus offering (the "Offering") of 13,793,104 common shares at a price of $1.45 per common share (the "Offering Price") with a syndicate of underwriters (the "Underwriters").
The Company granted to the Underwriters an over-allotment option to purchase up to an additional 2,068,965 common shares at the Offering Price. The Underwriters elected to exercise the over-allotment option in full for the closing, resulting in aggregate gross proceeds to the Company of $23 million.
The net proceeds from the Offering are intended to be used for discharge of accounts payable and general working capital.
The securities have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. Securities purchased by U.S. investors pursuant to exemptions from the registration requirements may not be resold within the United States other than pursuant to further exemptions from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
Taseko is a development and production company listed on the Toronto and NYSE Amex Exchanges. Its Gibraltar copper-molybdenum mine is currently undergoing a two phase expansion, designed to increase copper production capacity to 115 million pounds per year by the end of 2009. The Company's Prosperity gold-copper project is in the permitting phase. Both Gibraltar and Prosperity are located in south-central British Columbia, Canada.
Russell Hallbauer President and CEO
On February 10, 2009, Live Nation and Ticketmaster Entertainment announced their proposed merger. This request for additional information from the DOJ is a standard part of the full regulatory process. Live Nation and Ticketmaster Entertainment are in the process of gathering information to respond to the second request, and are working cooperatively with the DOJ as it reviews the merger.
On February 10, 2009, Live Nation and Ticketmaster Entertainment announced their proposed merger. This request for additional information from the DOJ is a standard part of the full regulatory process. Live Nation and Ticketmaster Entertainment are in the process of gathering information to respond to the second request, and are working cooperatively with the DOJ as it reviews the merger.
Sector Snap: Concert companies jump on upbeat note
Concert promoters, ticket sellers advance after analyst says ticket sales remain strong
Thursday April 16, 2009, 3:54 pm EDT
Buzz up! Print Related:Live Nation, Inc., Ticketmaster Entertainment, Inc., Warner Music Group Corp.
NEW YORK (AP) -- Concert ticket sales are holding strong despite the weak economy, an analyst said Thursday, boosting shares of concert companies.
Related Quotes
Symbol Price Change
LYV 3.95 +0.47
TKTM 5.30 +0.72
WMG 4.41 -0.21
Thomas Weisel Partners analyst Benjamin Mogil wrote in a note to clients that meetings with concert promoter Live Nation Inc. earlier in the week reinforced his view that the company is seeing strength in ticket sales across multiple music genres despite consumer discretionary spending.
Through February, the company kept up with last year's pace in terms of pricing and sales, Mogil said. He said he expects strong first-quarter results, which are to be released in May.
If the proposed merger with Ticketmaster Entertainment Inc. is not approved, Mogil said Live Nation's go-it-alone approach will continue to give it an edge in the industry.
Live Nation last year ended a long-term contract to sell its concert tickets through Ticketmaster, and it launched its own ticketing service for its venues in January.
That threatened to siphon off at least 15 percent of Ticketmaster's revenue and set the two companies up for a head-to-head fight for ticketing contracts. But in February, they announced they had agreed to lay down arms and join forces.
Mogil kept the target price for Live Nation at $8.50 and held an "Overweight" rating on the stock.
In late trading Thursday, Live Nation shares rose 41 cents, or 13.3 percent, to $3.49, while Ticketmaster stock rose 57 cents, or 14 percent, to $4.64. Shares of Warner Music Group Corp. gained 84 cents, or 21.4 percent, to $4.76.
Sector Snap: Concert companies jump on upbeat note
Concert promoters, ticket sellers advance after analyst says ticket sales remain strong
Thursday April 16, 2009, 3:54 pm EDT
Buzz up! Print Related:Live Nation, Inc., Ticketmaster Entertainment, Inc., Warner Music Group Corp.
NEW YORK (AP) -- Concert ticket sales are holding strong despite the weak economy, an analyst said Thursday, boosting shares of concert companies.
Related Quotes
Symbol Price Change
LYV 3.95 +0.47
TKTM 5.30 +0.72
WMG 4.41 -0.21
Thomas Weisel Partners analyst Benjamin Mogil wrote in a note to clients that meetings with concert promoter Live Nation Inc. earlier in the week reinforced his view that the company is seeing strength in ticket sales across multiple music genres despite consumer discretionary spending.
Through February, the company kept up with last year's pace in terms of pricing and sales, Mogil said. He said he expects strong first-quarter results, which are to be released in May.
If the proposed merger with Ticketmaster Entertainment Inc. is not approved, Mogil said Live Nation's go-it-alone approach will continue to give it an edge in the industry.
Live Nation last year ended a long-term contract to sell its concert tickets through Ticketmaster, and it launched its own ticketing service for its venues in January.
That threatened to siphon off at least 15 percent of Ticketmaster's revenue and set the two companies up for a head-to-head fight for ticketing contracts. But in February, they announced they had agreed to lay down arms and join forces.
Mogil kept the target price for Live Nation at $8.50 and held an "Overweight" rating on the stock.
In late trading Thursday, Live Nation shares rose 41 cents, or 13.3 percent, to $3.49, while Ticketmaster stock rose 57 cents, or 14 percent, to $4.64. Shares of Warner Music Group Corp. gained 84 cents, or 21.4 percent, to $4.76.
North American Dates Announced for Beyonce's "I AM..." World Tour
Date : 04/17/2009 @ 12:17AM
Source : PR Newswire
Stock : (LYV)
Quote : 3.95 0.47 (13.51%) @ 2:58PM
North American Dates Announced for Beyonce's "I AM..." World Tour
Superstar's Summer Tour To Launch At Madison Square Garden & A Four-Night Residence At Encore At Wynn Las Vegas
NEW YORK, April 16 /PRNewswire/ -- Pop culture superstar Beyonce is bringing her 2009 "I AM..." World Tour to North America this summer with a series of full-length concerts launching at New York's Madison Square Garden in June and winding down with a four-night residence at Encore at Wynn Las Vegas July 30-August 2 (please see full itinerary following).
Tickets for Beyonce's North American concerts will be available as a pre-sale for members of Beyonce's Fan Club on Monday, April 20, starting at 10:00 AM local venue time. Tickets will go on sale to the general public through Ticketmaster (Ticketmaster.com/Beyonce) on Saturday, April 25, starting at 10:00 AM local venue time. In order to make her concerts affordable to all her fans, Beyonce is making 2000 seats available at each venue for $20 (plus applicable service charges).
Tickets for the four-night residence at Encore at Wynn Las Vegas will go on sale at a later date. Information will be available at http://www.encorelasvegas.com/
Beyonce is co-sponsoring food drives along her tour itinerary as part of the Show Your Helping HandTM initiative, a national hunger relief campaign created by General Mills' Hamburger Helper(R) in partnership with Beyonce and her Survivor Foundation. The campaign goal is to help Feeding America deliver more than 3.5 million meals to local food banks. Consumers can get involved in the effort by submitting codes on specially marked boxes of Hamburger Helper(R), by donating non-perishable food items at Beyonce's concerts in select cities across the U.S., or by donating money at http://www.showyourhelpinghand.com/. Beginning April 25, visit http://www.showyourhelpinghand.com/ for more information.
The most heavily-anticipated concert event of 2009, Beyonce's "I AM..." world tour occasions the artist's first full-length concerts since 2007's sold-out "The Beyonce Experience" shows. Beyonce's current tour premieres live performances of songs from I AM...SASHA FIERCE, her latest international #1 chart-topping album.
Thierry Mugler, world-renowned designer, is working as creative advisor and costume designer on Beyonce's "I AM..." world tour. He has designed 71 new costumes for the event, highlighted by his bold signature look.
The "I AM..." world tour production showcases the music and film superstar like you've never seen her before. Beyonce's extraordinary all-female band will join her again to perform musical hits, classics, and surprises in a newly-created high-tech state-of-the-art concert environment. Winners of Beyonce's "Single Ladies" Video Dance contest will see themselves on-screen during one of the centerpiece sections of the "I AM..." extravaganza.
L'Oreal Paris, one of the co-sponsors of Beyonce's "I AM..." North American Tour, is celebrating 100 years of legendary beauty with the iconic superstar. Concertgoers will be invited into the L'Oreal Paris Glam Station where the LP Pro Team will provide mini makeovers and touch-ups. Then, fans will walk out onto the red carpet in front of the L'Oreal Paris Infallible Step and Repeat banner for a VIP photo session and reception of VIP L'Oreal Paris lanyard credentials.
Concertgoers can enter the L'Oreal Paris 100th Anniversary Legendary Beauty Sweepstakes to for a chance to win the grand prize, a fabulous 5 day/4 night trip for two to Paris including a beauty makeover. They could also win one of L'Oreal's 100 anniversary gift baskets which include L'Oreal Paris products.
The Beyonce "I AM..." North American Concert Tour is co-sponsored by L'Oreal Paris and General Mills and produced by Live Nation and Music World Entertainment.
BEYONCE'S "I AM..." 2009 NORTH AMERICAN CONCERT DATES*
DATE CITY VENUE Sun/Jun-21 New York City, NY Madison Square Garden Wed/Jun-24 Washington DC Verizon Center Fri/Jun-26 Philadelphia, PA Wachovia Center** Sat/Jun-27 Greensboro, NC Greensboro Coliseum Complex Mon/Jun-29 Ft Lauderdale, FL Bank Atlantic Center Wed/Jul-1 Atlanta, GA Philips Arena Fri/Jul-3 New Orleans, LA Superdome (Essence Music Festival) Sat/Jul-4 Houston, TX Toyota Center** Sun/Jul-5 Dallas, TX American Airlines Center Tue/Jul-7 Phoenix, AZ US Airways Center Thu/Jul-9 Sacramento, CA Arco Arena Fri/Jul-10 Oakland, CA Oracle Arena Sat/Jul-11 Anaheim, CA Honda Center Mon/Jul-13 Los Angeles, CA Staples Center Thu/Jul-16 Minneapolis, MN Target Center Fri/Jul-17 Chicago, IL United Center Sat/Jul-18 Detroit, MI Palace of Auburn Hills Thu/Jul-23 Uncasville, CT Mohegan Sun Thu/Jul-30 Las Vegas, NV Encore Theater, Wynn Las Vegas Fri/Jul-31 Las Vegas, NV Encore Theater, Wynn Las Vegas Sat/Aug-1 Las Vegas, NV Encore Theater, Wynn Las Vegas Sun/Aug-2 Las Vegas, NV Encore Theatre, Wynn Las Vegas
*Future dates may be added.
** Tickets may be purchased online through the venue website (listed below) and the venue box office.
http://www.houstontoyotacenter.com/
http://www.wachoviacenter.com/
About Feeding America (Formerly America's Second Harvest - The Nation's Food Bank Network)
Feeding America provides low-income individuals and families with the fuel to survive and even thrive. As the nation's leading domestic hunger-relief charity, our network members supply food to more than 25 million Americans each year, including 9 million children and 3 million seniors. Serving the entire United States, more than 200 member food banks support 63,000 agencies that address hunger in all of its forms. For more information on how you can fight hunger in your community and across the country, visit http://www.feedingamerica.org/.
About General Mills
General Mills, with annual net sales of $13.4 billion, is a leading global manufacturer and marketer of consumer foods products. Based in Minneapolis, Minn., General Mills' mission is to innovate to make people's lives healthier, easier, and richer around the world. Its global brand portfolio includes Betty Crocker, Pillsbury, Green Giant, Haagen-Dazs, Nature Valley, Old El Paso and more. It also has more than 100 U.S. consumer brands, more than 30 of which generate annual retail sales in excess of $100 million. General Mills also is a leading supplier of baking and other food products to the foodservice and commercial baking industries.
About L'Oreal Paris
The L'Oreal Paris Brand Division of L'Oreal USA, Inc. is a total beauty care company that combines the latest in technology with the highest in quality for the ultimate in luxury beauty at mass. The L'Oreal Paris brand encompasses the four major beauty categories haircolor, haircare, skincare and cosmetics. For more information on LOreal Paris and its brands, and to get comprehensive, personalized beauty information from the experts, visit http://www.lorealparis.com/.
About Live Nation
Live Nation's mission is to maximize the live concert experience. Our core business is producing, marketing and selling live concerts for artists via our global concert pipe. Live Nation is the largest producer of live concerts in the world, annually producing over 22,000 concerts for 1,600 artists in 33 countries. During 2008, the company sold over 50 million concert tickets and drove over 70 million unique visitors to LiveNation.com. Live Nation is transforming the concert business by expanding its concert platform into ticketing and building the industry's first artist-to-fan vertically integrated concert platform. The company is headquartered in Los Angeles, California and is listed on the New York Stock Exchange, trading under the symbol LYV. For additional information about the company, please visit http://www.livenation.com/investors.
About Music World Entertainment
Music World Entertainment (MWE) is one of the world's leading entertainment and music conglomerates dedicated to bringing quality entertainment to the world. MWE worldwide business includes record labels, artists and producer management, staff producers, artist development, Master catalog series, investment and property holdings, including offices in Houston, Los Angeles, New York and London. MWE is the brainchild of President and CEO Mathew Knowles, the powerhouse management behind the success of Grammy Award-winners Beyonce and global phenomenon Destiny's Child, the most successful "girl group" in the history of pop music.
Music World Music is the label division of Music World Entertainment. This division consists of four imprints; Music World Kids, Compadre Records, Spirit Rising, and the digital label Hits Revealed. Music World's artist roster includes artists signed to major label partners such as Columbia Records, Geffen Records and Interscope Records.
Music World is one of the most successful labels and management companies in the world with over 200 million records sold to date including releases by Destiny's Child, Beyonce, Solange Knowles, Michelle Williams, Sunshine Anderson, the "Dreamgirls" Music from the Motion Picture Soundtrack, "Roll Bounce" Soundtrack and the popular Music World Master Series releases which include Chaka Khan and The O'Jays.
http://www.beyonceonline.com/http://www.houseofdereon.com/http://www.dereon.com/" rel="nofollow" target="_blank">http://www.beyonce.com/http://www.beyonceonline.com/http://www.houseofdereon.com/http://www.dereon.com/
http://www.columbiarecords.com/" rel="nofollow" target="_blank">http://www.musicworldentertainment.com/http://www.columbiarecords.com/
DATASOURCE: Music World/Columbia Records
CONTACT: Yvette Noel-Schure, Columbia Records, Media, New York,
+1-212-833-4483,
Web Site: http://www.columbiarecords.com/
http://www.musicworldentertainment.com/
Live Nation and Comcast Announce Naming Agreement for Hartford's Premiere Music Venue - 'Comcast Theatre'
Date : 04/15/2009 @ 7:00AM
Source : PR Newswire
Stock : (LYV)
Quote : 3.945 0.465 (13.36%) @ 2:58PM
Live Nation and Comcast Announce Naming Agreement for Hartford's Premiere Music Venue - 'Comcast Theatre'
HARTFORD, Conn., April 15 /PRNewswire/ -- Comcast, the nation's leading provider of entertainment, information and communications, and Live Nation, the world's largest live music company, today announced a seven year partnership that gives Comcast the naming rights to the former New England Dodge Music Center located in Hartford, Connecticut. Starting with the opening of this summer's concert season, the amphitheater will be called the Comcast Theatre.
(Logo: http://www.newscom.com/cgi-bin/prnh/20090415/NE99049 )
"We are excited to join with Live Nation to place our name on one of the most-loved entertainment venues in Connecticut," said Michael Parker, Area Vice President for Comcast in Connecticut. "As we continue to invest and grow throughout the state, this partnership underscores our long-term commitment to delivering an unparalleled entertainment experience to our local customers."
The Comcast Theatre, owned and operated by Live Nation, can accommodate 25,000 people and hosts approximately 20 concerts per year. Some of the well-known acts on this summer's lineup include Nickelback, Brad Paisley, Rascal Flatts, Coldplay, Phish, Kenny Chesney, Toby Keith and Dave Matthews Band, with many more expected to be announced shortly.
"Comcast recognizes that our live music platform is a unique and powerful way to reach their customers," said Jim Koplik, Chairman of Live Nation's Northeast Region. "Brands like Comcast realize that an association with live music is impactful and drives their business. On the heels of a record year in 2008 at this venue, and with concert attendance looking very strong for the coming season, we are seeing a very healthy appetite for these kinds of sponsorship deals despite the current economic downturn."
With more than 1,300 employees in Connecticut, Comcast has made significant investments throughout the state, offering the most advanced services over its fiber-optic network, including high definition television, video-on-demand, digital video recorders, high-speed Internet and phone services. Additionally, Comcast operates two call centers in the state, including a state-of-the-art facility in Enfield that opened in 2007 as part of Comcast's commitment to its local customers. The company is also proud of its partnership with the 83 Connecticut communities it serves, contributing grants to non-profit organizations, in-kind services like high-speed Internet and cable television to schools, libraries and Boys & Girls Clubs and volunteer hours. Last May, over 1,000 of Comcast's Connecticut employees participated in the company's annual Comcast Cares Day, volunteering for Comcast's company-wide day of service at seven nonprofit organizations throughout Connecticut. The company is gearing up for this year's Comcast Cares Day, which will take place this year on Saturday, April 25.
About Live Nation
Live Nation's mission is to maximize the live concert experience. Our core business is producing, marketing and selling live concerts for artists via our global concert pipe. Live Nation is the largest producer of live concerts in the world, annually producing over 22,000 concerts for 1,600 artists in 33 countries. During 2008, the company sold over 50 million concert tickets and drove over 70 million unique visitors to LiveNation.com. Live Nation is transforming the concert business by expanding its concert platform into ticketing and building the industry's first artist-to-fan vertically integrated concert platform. The company is headquartered in Los Angeles, California and is listed on the New York Stock Exchange, trading under the symbol LYV. For additional information about the company, please visit http://www.livenation.com/investors.
About Comcast Corporation
Comcast Corporation (http://www.comcast.com/) is the nation's leading provider of entertainment, information and communication products and services. With 24.2 million cable customers, 14.9 million high-speed Internet customers and 6.5 million Comcast Digital Voice customers, Comcast is principally involved in the development, management and operation of cable systems and in the delivery of programming content.
Comcast's content networks and investments include E! Entertainment Television, Style Network, Golf Channel, VERSUS, G4, PBS KIDS Sprout, TV One, ten sports networks operated by Comcast Sports Group and Comcast Interactive Media, which develops and operates Comcast's Internet businesses, including Comcast.net (http://www.comcast.net/). Comcast also has a majority ownership in Comcast-Spectacor, whose major holdings include the Philadelphia Flyers NHL hockey team, the Philadelphia 76ers NBA basketball team and two large multipurpose arenas in Philadelphia.
Comcast serves more than 550,000 customers in Connecticut and employs 1,300 individuals.
http://www.newscom.com/cgi-bin/prnh/20090415/NE99049
http://photoarchive.ap.org/
DATASOURCE: Comcast Cable
CONTACT: Kristen Roberts, +1-860-505-2075,
, or Laura Brubaker, +1-860-505-3445,
, both of Comcast; or Jim Bozzi of Live
Nation, +1-203-269-8721 x207,
Web Site: http://www.comcast.com/
U2 360 TOUR Presented by BlackBerry: FASTEST SELL OUT & LARGEST CONCERT ATTENDANCE IN ROSE BOWL HISTORY
Date : 04/06/2009 @ 8:29PM
Source : PR Newswire
Stock : (LYV)
Quote : 3.945 0.465 (13.36%) @ 2:56PM
U2 360 TOUR Presented by BlackBerry: FASTEST SELL OUT & LARGEST CONCERT ATTENDANCE IN ROSE BOWL HISTORY
U2 CONCERT SOLD OUT AT 90,000 TICKETS!
LOS ANGELES, April 6 /PRNewswire-FirstCall/ -- With combined sales this morning of over 450,000 tickets sold, U2 360 Tour has now surpassed an amazing 2.5 million tickets sold throughout Europe and North America since the tour was announced on March 9th.
The response to the tour has been overwhelming as records continue to shatter as new shows are put on sale. In Los Angeles, at 4:00 pm today, tour promoters Live Nation announced that the Rose Bowl performance was sold out at 90,000 tickets. This makes U2's October 25th performance both the fastest selling and the largest attended concert to play the Rose Bowl in history.
Last Monday, when the first North American shows were put on sale, U2 360 Tour, presented by BlackBerry, set the largest single day attendance records in New York (82,000 tickets sold), Boston (72,000 tickets sold) and Chicago (65,000 tickets sold). This morning continued the trend as a 2nd and final New York Giant Stadium performance (Sept. 25th) was an immediate sell-out, bringing the total tickets sold at that venue to 164,000. In Washington sales quickly surpassed 60,000 tickets sold in the first few hours while the 2nd Chicago concert (Sept 13th) sold an additional 60,000 tickets. Vancouver kept up the momentum with over 57,000 tickets sold. Along with the huge L.A. success, additional on-sales in Atlanta, Tampa and the second Boston performance brought today's total ticket sales to over 450,000.
The European sales have also been record breaking. At Dublin's Croke Park, 160,000 tickets for U2 360 Tour performances on July 24th and 25th sold out in just 40 minutes leading to the immediate announcement of a 3rd and final event in that city. Sales in Gothenburg and Amsterdam were so brisk that 2nd performances were added and sold out within hours of them going on sale. In Zagreb all previous sales records in that country were shattered with an unprecedented two sold out stadium events. U2's tour opener in Barcelona sold out in 54 minutes becoming the fastest ever sold out show in the history of pop music in Spain with a second show subsequently added.
The final 2009 concert dates were also announced today. Tickets for U2 concerts in Raleigh, NC on October 3rd at Carter Finlay Stadium as well as the October 18th performance in Norman, OK at Oklahoma Memorial Stadium go on sale this Friday. Tickets for the October 23rd performance at Sam Boyd Stadium in Las Vegas, NV go on sale this Saturday. And lastly, tickets for the October 12th performance in Dallas, TX at New Cowboys Stadium, in Houston, TX on October 14th at Reliant Stadium and in Phoenix, AZ on October 20th at University of Phoenix Stadium will go on sale Monday, April 20th.
Full details of all dates and on-sale information as well as a virtual model of the unique production and seating positions can be found on a dedicated microsite at U2.com. Subscribers to U2's official website U2.com will have an opportunity to purchase tickets in advance of the public on sale date.
http://www.u2.com/
The U2 360 tour is sponsored by BlackBerry(R) and produced by Live Nation Global Touring.
ABOUT LIVE NATION
Live Nation's mission is to maximize the live concert experience. Our core business is producing, marketing and selling live concerts for artists via our global concert pipe. Live Nation is the largest producer of live concerts in the world, annually producing over 22,000 concerts for 1,600 artists in 33 countries. During 2008, the company sold over 50 million concert tickets and drove over 70 million unique visitors to LiveNation.com. Live Nation is transforming the concert business by expanding its concert platform into ticketing and building the industry's first artist-to-fan vertically integrated concert platform. The company is headquartered in Los Angeles, California and is listed on the New York Stock Exchange, trading under the symbol LYV. For additional information about the company, please visit http://www.livenation.com/investors.
The BlackBerry and RIM families of related marks, images and symbols are the exclusive properties and trademarks of Research In Motion Limited.
DATASOURCE: Live Nation
CONTACT: Live Nation Publicity, John Vlautin of Live Nation,
+1-310-867-7127, ; or U2 European publicity, RMP, 44
20 8 749 7999, ; or U2 North American publicity, Lisa
DiAngelo of Interscope Records, ; or Lori Earl of
CodeBlue Media,
Web Site: http://u2.com/
http://www.livenation.com/
Jonas Brothers Sell a Staggering 800,000 Tickets to North American Leg of Their World Tour
Date : 03/30/2009 @ 3:22PM
Source : PR Newswire
Stock : (LYV)
Quote : 3.95 0.47 (13.51%) @ 2:55PM
Jonas Brothers Sell a Staggering 800,000 Tickets to North American Leg of Their World Tour
SECOND SHOWS ADDED IN SEVERAL CITIES
NEW YORK, March 30 /PRNewswire-FirstCall/ -- Jonas Brothers' explosive growth as a touring band was affirmed this weekend when multiple dates on the North American leg of their upcoming world tour quickly sold out. Fans of the Grammy nominated band purchased over 800,000 tickets, resulting in sold-out arena shows in major cities including New York, Los Angeles, Chicago, Philadelphia, Washington DC, Houston, Pittsburgh, Edmonton, New Orleans and Atlanta. Second dates were immediately added in Los Angeles, Chicago, Philadelphia and Vancouver. In addition, the Jonas Brothers sold out five arena shows in the New York area to meet the tremendous fan demand. "The Jonas Brothers Worlds Tour 2009" is presented by Burger King and produced by Live Nation.
(Logo: http://www.newscom.com/cgi-bin/prnh/20081203/LAW048LOGO-b)
"The Jonas Brothers World Tour 2009" the band's most ambitious production yet and will include a massive 140-foot plus stage centered in the arena that aims to give a larger number of Jonas Brothers' fans a closer, more interactive live concert than they've ever experienced before. This weekend, the Jonas Brothers also revealed a first look at their new stage on their YouTube channel at http://www.youtube.com/user/JonasBrothersMusic. The show will feature cutting edge technology used in a one-of-a-kind circular water screen, multi-color laser effects, motion automated video screens, a giant crane levitating over the audience plus other surprises that will bring the tour to the next level of concert entertainment. Special guests American Idol winner and 19 Entertainment/Jive Records' platinum-selling artist, Jordin Sparks and rising stars, Honor Society.
"The Jonas Brothers World Tour 2009" will also take the band to three continents where they will perform their hits along with new music from their upcoming Hollywood Records album set for world-wide release on June 15th. Starting on May 17th in Monterrey, Mexico, Jonas Brothers will bring their world tour to Latin America for six dates in countries such as Peru, Chile, Brazil and Argentina. Hollywood Records artist and star of the Disney Channel original movie "Camp Rock," and the television series "Sonny With A Chance," Demi Lovato, will be opening all Latin American shows on "The Jonas Brothers World Tour 2009." After a brief visit to Europe in June including sold-out dates in Madrid, Paris and London, the band will tour North America and then return to Europe for a full continental tour in October and November of this year.
"Ticket sales for this tour have been phenomenal," said Jason Garner, Chief Executive Officer of Global Music for Live Nation. "The band has already sold out arena dates in 13 major cities, including Madrid, London and Paris, and with additional dates going on sale in Mexico and South America and Europe in April, it's clear to us that Jonas Brothers are a true global touring powerhouse."
For the most recent tour dates and further information, please visit http://www.livenation.com/ or http://www.jonasbrothers.com/.
ABOUT LIVE NATION:
Live Nation's mission is to maximize the live concert experience. Our core business is producing, marketing and selling live concerts for artists via our global concert pipe. Live Nation is the largest producer of live concerts in the world, annually producing over 22,000 concerts for 1,600 artists in 33 countries. During 2008, the company sold over 50 million concert tickets and drove over 70 million unique visitors to LiveNation.com. Live Nation is transforming the concert business by expanding its concert platform into ticketing and building the industry's first artist-to-fan vertically integrated concert platform. The company is headquartered in Los Angeles, California and is listed on the New York Stock Exchange, trading under the symbol LYV. For additional information about the company, please visit http://www.livenation.com/investors.
ABOUT BURGER KING CORPORATION
The BURGER KING(R) system operates more than 11,700 restaurants in all 50 states and in 74 countries and U.S. territories worldwide. Approximately 90 percent of BURGER KING(R) restaurants are owned and operated by independent franchisees, many of them family-owned operations that have been in business for decades. In 2008, Fortune magazine ranked Burger King Corp. among America's 1,000 largest corporations and Ad Week named it one of the top three industry-changing advertisers within the last three decades. To learn more about Burger King Corp., please visit the company's Web site at http://www.bk.com/.
http://www.newscom.com/cgi-bin/prnh/20081203/LAW048LOGO-b
http://photoarchive.ap.org/
DATASOURCE: Live Nation
CONTACT: Liz Morentin of Live Nation, +1-310-975-6860,
; or Victor Trevino, or
Sonia Muckle, , both for The Jonas Brothers World
Tour 2009; or Lillian Matulic of Hollywood Records,
; or Ticeman Merriweather of Jive Records,
Web Site: http://www.livenation.com/
- Filing of certain prospectuses and communications in connection with business combination transactions (425)
Date : 03/20/2009 @ 3:18PM
Source : Edgar (US Regulatory)
Stock : (LYV)
Quote : 3.95 0.47 (13.51%) @ 2:53PM
- Filing of certain prospectuses and communications in connection with business combination transactions (425)
--------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): March 20, 2009
Live Nation, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
Delaware 001-32601 20-3247759
_____________________
(State or other jurisdiction _____________
(Commission ______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
9348 Civic Center Drive, Beverly Hills, California 90210
_________________________________
(Address of principal executive offices) ___________
(Zip Code)
Registrant’s telephone number, including area code: 310-867-7000
Not Applicable
______________________________________________
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[x] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
--------------------------------------------------------------------------------
Top of the Form
Item 8.01 Other Events.
On March 20, 2009, Live Nation, Inc. (the "Company") and Ticketmaster Entertainment, Inc. ("Ticketmaster") issued a joint press release announcing that they each received a request for additional information (commonly referred to as a "second request") from the Antitrust Division of the United States Department of Justice under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to the previously announced merger contemplated by the Agreement and Plan of Merger, dated February 10, 2009, between the Company and Ticketmaster.
The joint press release announcing the receipt of the second request is filed herewith as Exhibit 99.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The information in the Exhibit Index of this Current Report on Form 8-K is incorporated into this Item 9.01(d) by reference.
--------------------------------------------------------------------------------
Top of the Form
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Live Nation, Inc.
March 20, 2009 By: Brian Capo
--------------------------------------------------------------------------------
Name: Brian Capo
Title: Senior Vice President and Chief Accounting Officer
--------------------------------------------------------------------------------
Top of the Form
Exhibit Index
Exhibit No.
Description
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
99.1 Joint press release of Live Nation, Inc. and Ticketmaster Entertainment, Inc. dated March 20, 2009
Live Nation and Ticketmaster Entertainment Receive Second Request From the U.S. Department of Justice Regarding Proposed Merger
Date : 03/20/2009 @ 9:00AM
Source : PR Newswire
Stock : Live Nation (LYV)
Quote : 3.95 0.47 (13.51%) @ 2:51PM
Live Nation and Ticketmaster Entertainment Receive Second Request From the U.S. Department of Justice Regarding Proposed Merger
LOS ANGELES and WEST HOLLYWOOD, Calif., March 20 /PRNewswire-FirstCall/ -- Live Nation (NYSE:LYV) and Ticketmaster Entertainment (NASDAQ:TKTM) today announced that they have each received an expected Request for Additional Information from the United States Department of Justice (DOJ) regarding their proposed merger. This action, often referred to as a "second request," is pursuant to the Hart-Scott-Rodino Antitrust Improvements Act.
(Photo: http://www.newscom.com/cgi-bin/prnh/20090320/DC86630)
On February 10, 2009, Live Nation and Ticketmaster Entertainment announced their proposed merger. This request for additional information from the DOJ is a standard part of the full regulatory process. Live Nation and Ticketmaster Entertainment are in the process of gathering information to respond to the second request, and are working cooperatively with the DOJ as it reviews the merger.
Both companies expect the merger to close before the year's end. The transaction is subject to certain regulatory, shareholder and third-party approvals.
ABOUT LIVE NATION
Live Nation's mission is to maximize the live concert experience. Our core business is producing, marketing and selling live concerts for artists via our global concert pipe. Live Nation is the largest producer of live concerts in the world, annually producing over 22,000 concerts for 1,600 artists in 33 countries. During 2008, the company sold over 50 million concert tickets and drove over 70 million unique visitors to LiveNation.com. Live Nation is transforming the concert business by expanding its concert platform into ticketing and building the industry's first artist-to-fan vertically integrated concert platform. The company is headquartered in Los Angeles, California and is listed on the New York Stock Exchange, trading under the symbol LYV. For additional information about the company, please visit http://www.livenation.com/investors.
About Ticketmaster Entertainment
This article goes back to the beginning of the year.
Dayton Superior looking at selling itself
Staff Report
Thursday, January 15, 2009
Dayton Superior Corp. has retained a firm to explore a possible sale of the company, it said today, Jan. 15.
Harris Williams & Co. has been hired to "evaluate possible strategic alternatives to enhance stockholder value, including the possible sale of the company or a controlling interest in the company," Dayton Superior said.
The company said it has also hired Morgan Stanley & Co. to advise on refinancing or restructuring debt.
Dayton Superior said it can provide no assurance that the "process to explore strategic alternatives" will result in any changes. And the company said it will say nothing on the exploration until a sale agreement is reached or company leaders end the process.
Shares of Dayton Superior (NasdaqGM: DSUP) were trading down about 11 cents in early afternoon trading at about 99 cents a share.
Dayton Superior provides products for nonresidential, concrete construction. It bills itself as "the largest concrete forming and shoring rental company serving the domestic, non-residential construction market."
A spokesman for the company could not be immediately reached for comment.
Obama's Campaign Song:
http://www.ilike.com/artist/Lips+Inc/track/Funky+Town
Goldman Vs. Obama
http://www.financialwire.net/2009/04/15/firstalerttm-415-goldman-vs-obama/
FirstAlert[tm] 4/15: Goldman Vs. Obama
April 15, 2009 (FinancialWire) (By Dr. Joe Duarte) — Goldman Sachs (NYSE: GS) could be the firm that sets the precedent for how Wall Street deals with the Obama government and how the Obama government deals with Wall Street. As the company prepares to attempt to pay back the funds that it received from the TARP fund, the ease with which it succeeds or fails will likely be the litmus test that defines the struggle between the alleged “socialism” of Pennsylvania Avenue and the tarnished image of Wall Street and Capitalism.
Indeed this epic battle and its outcome could be the one that sets up the way this historic struggle determines the future of America. Yet, there is no simple way to look at this situation, even for Goldman, as the government set up a deal with the banks that could be very difficult to unwind.
To be sure, multimillionaire and billionaire investment bankers, dressed a’ la Gordon Gecko, are hardly the heroes of the masses. Yet, as confusing and paradoxical as it may seem, Goldman Sachs, like them or not, are mostly by default, the Paladins of Capitalism. And aside from the contrasting images that this may draw, this is the battle of battles.
So what’s at stake? How about everything? Especially if you’re Goldman Sachs, who took $10 billion from TARP and now wants to give it back. According to The Wall Street Journal: “Goldman managers have a big incentive to escape the state’s clutches. Last year, 953 Goldman employees — nearly one in 30 — were paid in excess of $1 million apiece, according to people familiar with the matter. But tight federal restrictions connected to the financial-sector bailout have severely crimped the Wall Street firm’s ability to offer such lavish pay this year.”
How Goldman ended up taking TARP money in the first place is quirky. According to The Journal: “At a meeting President Barack Obama hosted with bank executives at the White House in late March, Lloyd Blankfein, Goldman’s chief executive, argued that banks needed freedom to repay the loans the U.S. forced them to accept in October. Eight large institutions received a total of $165 billion in capital, including $10 billion for Goldman. The pay restrictions were tied to those loans. The banks were told then that everyone had to accept the money so it wouldn’t be obvious who needed it most.”
But Goldman had reservations. According to The Journal ‘”Those who could pay it back have an obligation to do so,” Mr. Blankfein urged the president, according to attendees. Mr. Blankfein, who was paid $68.5 million in 2007, added that the pay caps and other factors are “going to limit our ability to compete, both here and abroad.”
In fact, Goldman’s recently announced profits, along with Wells Fargo’s better than expected numbers last week, are an indication that not all Wall Street firms are in dire straits, at least not to the same degree. And that makes life difficult for the White House, which seems to look at things in very broad terms, often in response to its agenda, rather than to how its actions may affect the overall big picture of business.
As WSJ points out “The federal government’s management of the financial crisis is entering a new phase. The trillions of dollars Washington has committed to help stabilize companies and thaw frozen credit markets have enmeshed the government deep in the affairs of investment banks, insurers and auto companies. Now that stock and bond markets have rebounded a bit and pressure is easing for some financial firms, the government has to begin deciding how tight a grip to maintain on some companies, and for how long.”
If Goldman pays The White House back and it does so early, it could make things difficult for the White House in terms of its political leverage as it pushes for its budget and its related programs, many of which are aimed at “fixing” problems with the way “business” and Wall Street got us into the economic mess.
And how the White House handles this situation, especially with Goldman Sachs, will also affect a significant number of issues. For one thing, according to Open Secrets.org, Goldman Sachs (via its PAC, individuals at the company, and family members) contributed $980,945 to the Obama campaign, making it the second largest donor to the campaign after the University of California. For another, the White House doesn’t want to go through the “Socialism vs. Capitalism” thing again, even though there are large groups of tea parties planned from April 15th and plenty of unhappiness among conservatives with regard to policies. Also important is the fall in popularity of the president in at least one poll, the usually accurate Rasmussen Report presidential tracking poll.
From Goldman’s side of the ledger, an early payback to TARP means that it can return to business as usual, at least in terms of how it runs its business and how it pays its executives. Yet, an early payback from Goldman will likely affect what other banks do. As the Journal points out “A handful of smaller banks already have taken steps to repay the government. The U.S. has indicated it won’t allow any major banks to do so before the government considers the results of financial “stress tests,” which are expected by April 30. The tests measure banks’ ability to continue lending through a severe and prolonged economic downturn.”
Yet, it’s even more complicated than that “because of the technicalities of the loans, it could take months before Goldman or any other big bank that repays will escape the government’s clutches.”
Furthermore, even if Goldman pays back the TARP money, it’s not necessarily out of the deal. According to The Journal: “The U.S. did more than give the banks money. In exchange for the capital, it also received warrants, a security that gives the holder the right to buy common stock at a certain price. Paying back the money doesn’t end the government’s ability to exercise those warrants and own common stock in the banks. To formally end the government’s involvement, the Treasury must sell the warrants back to the bank or to private investors.”
Goldman is by no means bulletproof, even though it beat earnings expectations, which it pre-announced on Monday afternoon. Yet, according to WSH, much of Goldman’s revenues and profits in the past quarter came from trading, not from doing deals or running its other revenue generating deals such as real estate. In fact “a record $6.56 billion of revenue from its fixed-income, currency and commodities business, or FICC.”
The Journal describes FICC as a “black box” that generated 70% of Goldman’s net revenue, a fact that stems from Goldman’s “appetite for risk in trading” while its competitors have “have drawn in their horns, while also suffering weakness in advisory and capital-markets businesses.”
Conclusion: Goldman Sachs wants to be out of the government’s clutches. The government wants a piece of Goldman, and apparently everything else. And the stage is set for a big fight with lots of consequences for both sides.
If Goldman wins, the government has a problem. First, Wall Street outsmarted it. Second, if Goldman starts to run into trouble a few months after it pays back the TARP money, the repercussions to the economy could be devastating, and the government would likely take at least part of the blame for not having stood its ground.
More important is whether Goldman is ready to cut itself off from the government? Is $10 billion that big a deal for the firm? That’s the real question, as many of Goldman’s assets are tangible, such as buildings that could be difficult to unload. It also has lots of leveraged bets on its balance sheet, as well as being involved in derivatives.
If it had the money readily available, it seems that they would just cut the government a check instead of having to raise $5 billion in equity from a stock sale.
We’re clearly looking at a complex issue with lots of risk for both sides. Goldman, though, seems more than willing to take the plunge. We’re not sure as to what the White House is going to do. And therein is the old devil in the details situation.
The company is facing a number of issues, the kind of issues that many companies are finding themselves in today.
The credit crunch, deficits, and lack of liquidity. The mktcap is only $5mil with the share price being below what is expected for it to remain a senior.
I think it could to little to late.
The company also announced that it has entered into a fourth amendment to the term loan credit agreement with the lenders under its $100.0 million term loan credit facility. Pursuant to these amendments, (i) the scheduled maturities under the senior credit facilities and (ii) the date by which the company must provide to the administrative agent, of both senior credit facilities, a letter of intent or definitive term sheet for the acquisition of the company by a person acceptable to the senior lenders on terms and conditions satisfactory to the senior lenders, have been extended to April 20, 2009.
Securities Registration Statement (simplified form) (S-3/A)
Date : 04/06/2009 @ 4:12PM
Source : Edgar (US Regulatory)
Stock : (NCOC)
Quote : 1.26 0.0 (0.00%) @ 8:00PM
- Securities Registration Statement (simplified form) (S-3/A)
As filed with the Securities and
Exchange Commission on April 6, 2009 Registration No. 333-155659
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------------------------------------------------------
AMENDMENT NO.1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
NATIONAL COAL CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
--------------------------------------------------------------------------------
FLORIDA 65-0601272
(STATE OF OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
8915 GEORGE WILLIAMS ROAD
KNOXVILLE, TENNESEE 37923
(865) 690-6900
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
DANIEL ROLING
PRESIDENT AND CHIEF EXECUTIVE OFFICER
NATIONAL COAL CORP.
8915 GEORGE WILLIAMS ROAD
KNOXVILLE, TENNESEE 37923
(865) 690-6900
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE OF AGENT FOR SERVICE)
COPY TO:
JOHN J. MCILVERY, ESQ.
STUBBS ALDERTON & MARKILES, LLP
15260 VENTURA BOULEVARD, 20TH FLOOR
SHERMAN OAKS, CALIFORNIA 91403
(818) 444-4500
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM
TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. |_|
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. |X|
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_|
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_|
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [X]
Non-accelerated filer [ ] Smaller reporting company [_]
(Do not check if a smaller reporting company)
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
--------------------------------------------------------------------------------
SUBJECT TO COMPLETION, DATED APRIL 6, 2009
PROSPECTUS
[NATIONAL COAL LOGO]
1,638,125 SHARES
COMMON STOCK
--------------------------------------------------------------------------------
This prospectus relates to the issuance from time to time of up to 1,638,125 shares of our common stock, par value $0.0001 per share, which are issuable upon the exercise of 52,000 warrants which we originally issued pursuant to a warrant agreement (the "Warrant Agreement") between us and Wells Fargo Bank, National Association as warrant agent on December 29, 2005. The warrants were resold by the initial purchaser to qualified institutional buyers under Rule 144A under the Securities Act. Each warrant was sold as part of a unit, with each unit consisting of one $1,000 principal amount note and one warrant to purchase 31.5024 shares of common stock. The notes and warrants are separately transferable.
Each warrant entitles the holder, subject to specified conditions, to purchase 31.5024 shares of our common stock at an exercise price of $8.50 per share, subject to adjustment. The warrants will be automatically exercised if the closing price of our common stock exceeds 150% of the exercise price at the time (currently, $12.75) for a period of at least 20 trading days in any consecutive 30 day trading period. We will receive proceeds from the sale of the common stock if the holders decide to exercise the warrants for cash. Assuming the exercise of all warrants for cash, we will receive gross proceeds of $13,924,062.50.
Our common stock is traded on the NASDAQ Global Market under the symbol "NCOC." On April 3, 2009, the last reported sale price of our common stock on the NASDAQ Global Market was $1.23.
Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading "Risk Factors" beginning on page 4 of this prospectus.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------------------------------------------------------------------
The date of this prospectus is ,2009
--------------------------------------------------------------------------------
TABLE OF CONTENTS
PAGE
Prospectus Summary.............................................................3
Risk Factors...................................................................5
Special Note Regarding Forward-Looking Statements.............................18
Use Of Proceeds...............................................................19
Determination Of Offering Price...............................................19
Dilution......................................................................19
Plan Of Distribution..........................................................20
Description Of Securities.....................................................20
Legal Matters.................................................................25
Experts.......................................................................25
Where You Can Find More Information...........................................25 --------------
You should rely only on the information that we have provided or incorporated by reference in this prospectus. We have not authorized anyone to provide you with different information. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representation. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information in this prospectus is accurate only as of the date of this prospectus and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any sale of a security.
-2-
--------------------------------------------------------------------------------
PROSPECTUS SUMMARY
THIS SUMMARY HIGHLIGHTS SELECTED INFORMATION INCORPORATED BY REFERENCE OR CONTAINED IN GREATER DETAIL ELSEWHERE IN THIS PROSPECTUS. THIS SUMMARY DOES NOT CONTAIN ALL THE INFORMATION YOU SHOULD CONSIDER BEFORE INVESTING IN OUR COMMON STOCK. YOU SHOULD READ THE ENTIRE PROSPECTUS AND THE DOCUMENTS INCORPORATED BY REFERENCE CAREFULLY BEFORE MAKING AN INVESTMENT DECISION, INCLUDING "RISK FACTORS" AND THE CONSOLIDATED FINANCIAL STATEMENTS AND THE RELATED NOTES INCORPORATED BY REFERENCE HEREIN. REFERENCES IN THIS PROSPECTUS TO "NATIONAL COAL," "NCC," "WE," "OUR" AND "US" REFER TO NATIONAL COAL CORP. AND OUR CONSOLIDATED SUBSIDIARIES.
NATIONAL COAL CORP.
We mine, process and sell high quality bituminous steam coal from mines located in East Tennessee and North Alabama and, until March 31, 2008, in Southeast Kentucky. We own the coal mineral rights to approximately 65,000 acres of land and lease the rights to approximately 17,700 additional acres excluding the Southeast Kentucky properties, known as Straight Creek, sold on March 31, 2008. As of December 31, 2008, our mining complexes included three active and two inactive underground mines, one underground mine in the development stage, one inactive and six active surface mines, and one highwall mine. In addition, we have two preparation plants and two unit train loading facilities in Tennessee served by the Norfolk Southern ("NS") railroad. We are a minority joint venture partner in a barge loading facility on the Warrior River in North Alabama. We hold seven permits that allow us to open new or re-open existing mines close to our current operations. As of December 31, 2008, we controlled approximately 40.8 million estimated recoverable tons of coal reserves as defined by the SEC Industry Guide 7 as that part of a mineral deposit which could be economically and legally extracted at the time of the reserve determination.
During the year ended December 31, 2008, we generated total revenues of $132.6 million and sold approximately 2.0 million tons of coal. Our revenues are derived primarily from the sale of coal to electric utility companies and industrial customers in the Southeastern United States pursuant to long-term contracts or open purchase order arrangements with long time customers. Long term contracts as customary in the industry are those with a duration of one year or more. Our largest customers were Georgia Power, Alabama Power, and Solutia, Inc., representing approximately 34%, 21% and 14% of our revenues, respectively.
In the year ended December 31, 2008, our mines produced approximately 1.8 million tons of coal. Approximately 21% of our production for 2008 was produced at underground mines and 79% was produced at our surface and highwall mining operations. During 2008, we successfully renegotiated several of our existing coal supply agreements resulting in an increased selling price per ton and additional revenues from those contracts. The weighted average selling price per ton is $75.28, $77.40, and $79.43 on 2.1 million, 1.0 million, and 0.35 million tons contracted for 2009, 2010, and 2011, respectively. We are consistently having negotiations with existing and new customers to obtain additional sales for coal produced from our controlled properties and permitted mines in Tennessee and Alabama.
One of our goals is to acquire and develop additional mining properties and increase production from our existing reserves as market conditions allow.
We have not yet priced a portion of the coal we have the capability of producing over the next several years in order to take advantage of possible future market demand or to realize possible long term opportunities with certain users of the high quality coal contained in our reserve base. At December 31, 2008, our un-priced and uncommitted future production was approximately 0.2 million to 0.3 million tons in 2009, 1.1 million to 1.5 million tons in 2010, and 2.5 million tons in 2011.
-3-
--------------------------------------------------------------------------------
We have not yet turned a profit and are highly leveraged. Additionally, our senior secured debt issued and outstanding at both National Coal Corp. and National Coal of Alabama restricts our ability to transfer funds between the two entities.
We are a Florida corporation. The address of our principal executive office is 8915 George Williams Road, Knoxville, TN 37923, and our telephone number is (865) 690-6900. Our website address is www.nationalcoal.com. The information that can be accessed through viewing our website is not part of this prospectus.
THE OFFERING
Securities Offered 1,638,125 shares of common stock
underlying warrants with an exercise
price of $8.50 per shareCommon stock outstanding after this 35,822,949 shares, assuming the
offering(1) exercise of all of the warrants.Use of proceeds Assuming the exercise of all
warrants at $8.50 per share, we will
receive gross proceeds of
$13,924,062.50. We intend to use the
proceeds from the exercise of
warrants, if any, for general
corporate purposes.
NASDAQ Symbol for Common Stock NCOC------------
(1) The number of shares of common stock outstanding after this offering is based on the number of shares outstanding as of April 2, 2009 and excludes up to (1) 1,662,125 shares of common stock issuable upon the exercise of outstanding options, of which 782,875 options are immediately exercisable at a weighted average exercise price of $6.46 per share and (2) 1,146,620 and 250,000 shares of common stock issuable upon the exercise of other outstanding warrants at an exercise price of $3.00 and $4.00 per share, respectively.
-4-
Quite a chart huh?
YRC Worldwide Schedules First Quarter Earnings Call
Date : 04/09/2009 @ 4:43PM
Source : PR Newswire
Stock : Yrc Worldwide (MM) (YRCW)
Quote : 4.27 0.05 (1.18%) @ 8:00PM
YRC Worldwide Schedules First Quarter Earnings Call
OVERLAND PARK, Kan., April 9 /PRNewswire-FirstCall/ -- YRC Worldwide Inc. (NASDAQ:YRCW) will host a conference call for shareholders and the investment community on Friday, April 24, 2009, beginning at 9:30am ET, 8:30am CT. First quarter earnings will be released after the market close on Thursday, April 23, 2009.
Hosting the teleconference will be: Bill Zollars, Chairman, President and CEO, YRC Worldwide; Tim Wicks, Executive Vice President and CFO, YRC Worldwide; Mike Smid, President, YRC Inc.; and Jim Ritchie, President, YRC Logistics.
The conference call will be open to listeners through a live webcast via StreetEvents at streetevents.com and via the YRC Worldwide Internet site yrcw.com.
An audio playback will be available via the StreetEvents and YRC Worldwide web sites.
* * * * *
YRC Worldwide Inc., a Fortune 500 company and one of the largest transportation service providers in the world, is the holding company for a portfolio of successful brands including YRC, YRC Reimer, YRC Logistics, New Penn, Holland, Reddaway and Glen Moore. Building on the strength of its heritage brands, Yellow Transportation and Roadway, the enterprise provides global transportation services, transportation management solutions and logistics management. The portfolio of brands represents a comprehensive array of services for the shipment of industrial, commercial and retail goods domestically and internationally. Headquartered in Overland Park, Kansas, YRC Worldwide employs approximately 53,000 people.
DATASOURCE: YRC Worldwide Inc.
CONTACT: Investors: Sheila Taylor of YRC Worldwide Inc.,
+1-913-696-6108, ; or Media: Suzanne Dawson of Linden
Alschuler & Kaplan, +1-212-329-1420,
Web Site: http://www.yrcw.com/
YRC Worldwide Expands Partnership with Leading Transportation Industry Organization Women in Trucking, Inc.
Date : 04/06/2009 @ 12:00PM
Source : PR Newswire
Stock : Yrc Worldwide (MM) (YRCW)
Quote : 4.27 0.05 (1.18%) @ 8:00PM
YRC Worldwide Expands Partnership with Leading Transportation Industry Organization Women in Trucking, Inc.
Collaboration designed to promote best-in-class diversity, recruiting, hiring and workplace practices for all carriers
OVERLAND PARK, Kan., April 6 /PRNewswire-FirstCall/ -- YRC Worldwide Inc. (NASDAQ:YRCW) announced today a partnership with Women in Trucking, Inc., a leading transportation industry organization established to encourage the employment of women in the trucking industry, promote their accomplishments and minimize the obstacles they face. Through best-in-class programs and initiatives, YRC Worldwide and Women in Trucking aim to address the real and perceived barriers that exist in the transportation industry, particularly for women.
"YRC Worldwide is proud to work collaboratively with Women in Trucking," said Jim Kissinger, YRC Worldwide Executive Vice President of Human Resources. "By doing so, we're better able to explore and address the industry-wide misconceptions that have historically discouraged women from considering transportation as a career. As the LTL industry leader, we're genuinely committed to fostering a more diverse workforce."
The partnership includes:
-- Additional memberships for 25 female YRC Worldwide drivers to Women in Trucking. In addition, Maggie Peterson, a YRC professional driver, already serves as a Women in Trucking board member.
-- Joint development and administration of a national survey of women truck drivers on workplace issues such as driver training, safety, job satisfaction and other issues -- Discussion with the travel center industry about the possibility of developing a scoring system for truck stops around the country detailing cleanliness, safety, and other relevant issues raised by the survey -- Expansion of current recruiting programs to encourage the interest and hiring of women across a variety of positions, including dock workers and drivers -- Improved training benchmarks and programs designed to improve hiring and the work environment for women -- Development of information addressing safety issues for female truck drivers. Pamphlets will be available for use throughout the trucking industry, including truck stops and distribution to YRC Worldwide female drivers.
-- Outreach to major truck stops on interstate highways to encourage a more female-friendly environment, specifically improvements in cleanliness, safety, and bathroom/shower facilities
-- A continuing spotlight on the achievements of YRC Worldwide female drivers
In addition to the partnership with Women in Trucking, Kissinger added that YRC Worldwide intends to continue and improve support for minorities and veterans as well.
"We are pleased to be a part of the YRC Worldwide initiatives to create a more driver-friendly environment for both men and women in the trucking industry, especially the issues that have been identified as priorities for women," said Ellen Voie, President and CEO of Women in Trucking, Inc. "These include safety and security, convenience and amenities, but more importantly, these initiatives will help women find opportunities and success in a currently male-dominated industry."
YRC Worldwide has traditionally partnered with grassroots agencies, like Women in Trucking, to further company diversity goals, gain expert perspectives and ideas, and implement programs. One such program, Diversity Days, provides an opportunity for leaders of good faith agencies, like the YWCA and the NAACP, to visit YRC Worldwide facilities, talk with employees and get to know the company before recommending new recruits.
About Women in Trucking, Inc.
Women In Trucking, Inc. (WIT) is a 501(c)(6) non-profit association founded in 2007 by Ellen Voie as a means to encourage women to consider a career in the trucking industry, and to provide a platform to voice the successes and struggles of those women already in the male-dominated field. The organization's 1,300 members include corporations, trucking schools, drivers, non-driving individuals and students. Nearly 14 percent of the members are men. The board of directors consists of eleven women who hold influential roles within the industry.
3rd Annual Capital Link "Invest in International Shipping" Forum a Great Success
Date : 04/02/2009 @ 3:29PM
Source : MarketWire
Stock : Capital Link Shipping (SBLK)
Quote : 2.77 -0.13 (-4.48%) @ 8:00PM
3rd Annual Capital Link "Invest in International Shipping" Forum a Great Success
NEW YORK, NY -- (Marketwire) -- 04/02/09 -- The 3rd Annual Capital Link Forum "Invest in International Shipping" took place last week in New York City with tremendous success. The Conference was completely booked with a participation of 742 attendees and with standing room only for most presentations throughout the day. Attendance increased by over 25% from last year, setting a new record.
The level of investor participation demonstrated that shipping remains in the radar of Wall Street despite the overall current market volatility.
The objective of the Forum was to provide investors with a comprehensive review and outlook of the various shipping markets as well as of the participating companies. The Forum also aimed to enhance the information flow between investors and shipping companies and to increase the awareness about shipping as an industry to a wide audience of investors.
CONFERENCE MATERIAL AVAILABLE ON WEBSITE
All conference material, including an audio webcast of the various panels, is accessible on Capital Link's shipping website, at www.CapitalLinkShipping.com
The conference featured panels on several topics of current interest, company presentations and one-on-one meetings between company management and investors.
THE GLOBAL ECONOMY - DEVELOPMENTS AND OUTLOOK
Mr. Guy Verberne -- Head of Economics and Investment Strategy of Fortis Bank Nederland/Global Markets -- gave his view on likely economic developments following the collapse of Lehman Brothers in the middle of September of last year.
The 'fear shock' that was the Lehman Brothers bankruptcy gave rise to very aggressive reductions in spending on consumer durables and investments -- both on capital goods and business inventories. These adjustments have taken place on a global scale. As a result we are currently witnessing the sharpest contraction in world industrial production and world trade since World War II.
The good news is that recessions usually don't last very long: the post-war average for the United States stands at 10 months, while the longest recession lasted no more than 16 months. The current US recession ranks among the deepest in post-war history, but it is unlikely to break the record by more than a few months, thanks to assertive government interventions to preserve the banking system, and the very aggressive easing of fiscal and monetary policy. This would imply a return to positive growth rates somewhere around the middle of the year. The Eurozone economy should also return to positive growth around mid-year, but its recovery will be much slower than that of the United States, due to an inflexible labor market, and high exposure to Eastern Europe.
Emerging economies as a whole are much better positioned than in the past to cope with the withdrawal of foreign capital, although countries with high dependence on commodity exports and those with large current account deficits are suffering badly. They also have much more leeway than developed economies for fiscal and monetary policy easing. With the exception of Eastern Europe -- which needs to restructure -- emerging economies are likely to benefit relatively quickly from a recovery in developed economies.
DEVELOPMENTS IN THE GLOBAL SHIPBUILDING INDUSTRY
Mr. Dimitris Vranopoulos, Managing Director of Marine Plus, presented on ''Developments in the global shipbuilding industry'' and mentioned that "With an orderbook of 9653 ships, over 570 million dwt and worth 533 billion dollars will the shipping market go into deeper recession from oversupply of newbuilds? The orderbook is indeed at an all time high, but one needs to consider other ongoing trends as well which will also have a significant impact:
"The orderbook is shrinking -- by over 10 million dwt only in January of this year, as deliveries outpace new orders and demolition of vessels.
Scrapping has picked up tremendously since the fourth quarter of 2008 -- up to 10 million dwt only in December -- January of this year. Cancellations from non-performance of inexperienced/greenfield yards, as well as insolvency of greenfield yards will further reduce the order book.
"Owners are actively re-negotiating their contracts with yards, and securing delayed delivery, as well as ''negotiated'' cancellations, especially for bulker projects. Prudent owners and established shipbuilders with good pedigree will survive the current crisis. Shipping is a long-term business with huge capital expenditure, and shipbuilding is the means of renewing the world fleet with better, greener and more efficient vessels."
FLEET QUALITY AS A COMPETITIVE ADVANTAGE
The ship Classification Society Germanischer Lloyd addressed the issue of Quality in Ship Building and Operations demonstrating the impact of Quality in Class Rules on vessel earnings and investment performance. GL's Business Development Manager - Harry Vordokas presented with empirical evidence the value added to the final product through thorough engineering know-how and quality surveys. He pointed out "Whilst with changed market conditions the opportunity to renegotiate terms of financial calculations is possible, such is not available with the completed ship in terms of quality of building standards and workmanship. GL's deep roots in Engineering and R&D, in addition to its worldwide acknowledged expertise in shipbuilding know-how, is reflected in its Rules and Superiority in Quality performance."
BANK FINANCING IN TODAY'S MARKETS
Mr. Daniel C. Rodgers, Partner at Watson, Farley & Williams (New York) LLP moderated a panel on this topic with Mr. Harris Antoniou, CEO Energy, Commodities and Transportation - Fortis Bank Nederland (Holding) N.V. and Mr. Robin Das, Deputy Global Head of Shipping - HSH Nordbank, who stressed that shipping remains a core activity for his bank.
Mr. Rodgers mentioned: "I was honored to have had the opportunity to moderate the panel on Bank Financing in Today's Markets. Bank financing is a critical component to shipping and I could not have asked for more thorough or forthright responses than those Harris Antoniou of Fortis and Robin Das of HSH Nordbank provided at the conference. Both of these gentlemen had the difficult task of explaining in clear terms the complicated issues that have arisen over the past few months and have so greatly changed the landscape for ship lending. As a ship finance lawyer I was very much encouraged by the positive outlook that both Harris and Robin espoused and I am confident that the ship lending industry remains in very good hands."
Harris Antoniou, CEO of Energy Commodities & Transportation of Fortis Bank Nederland gave an overview of the syndication markets for shipping and noted that "Following the collapse of Lehman Brothers the syndication markets for shipping loans basically stalled in a trend that seems will stay with us for the remainder of 2009 at least.
"Level of activity was close zero also in the US shipping markets. The situation here is exacerbated also as a result of the fact that 80% of the US related fleet is financed by European Financial Institutions that are in the process of limiting their involvement in ship finance as a result of a) weakened balance sheets and b) bank nationalisations that increase allocation to local rather than international markets."
Antoniou warned the audience of the negative effects of those two trends on the shipping industry, which is responsible for transporting 90% of the world's goods, in the most efficient and sustainable manner.
He concluded saying that ship values will suffer, although we have seen the bulk of the correction already and that assertive policy reactions sill restore growth, but ship deliveries will dampen the effect on rates and values.
Fortis Bank Nederland's Energy Commodities and Transportation Group (ECT) is a financial solutions provider to international companies active in the value chain of the Energy Commodities & Transportation Industries.
LEGAL IMPLICATIONS OF THE DOWNTURN IN THE SHIPPING INDUSTRY
The nature of the legal issues faced by the shipping industry has changed dramatically over the last twelve months as the industry has sought to come to terms with the global downturn. Companies are now looking closely at material contracts (including shipbuilding contracts and long term charter parties) struck at the top of the market to see if there is any way out of those contracts or, if not, what the consequences of breach might be.
Other issues include the possible breach of banking covenants, the rebasing of dividends and employee incentive schemes and refinancing. Chris Randall, a partner at the international law firm Norton Rose, provided an insight into these and other issues and provided some practical advice for directors facing such issues.
THE BALTIC EXCHANGE
Mr. Jeremy Penn, Chief Executive of the Baltic Exchange in London, discussed the thriving nature of the market for Forward Freight Agreements and noted that "Despite the downturn in rates, volumes had held up well. It was noticeable that the vast majority of the business was now cleared through one of the three clearing options available, which takes credit risk out of consideration.
"New developments in the market include the provision of Time Charter Equivalent rates for the tanker market, making it more accessible for industry outsiders, additional routes in tankers, reflecting the evolution of the market, and the introduction of a tradeable version of the BDI to offer investors exposure to the overall dry bulk market. It was suggested that the FFA market could offer solutions to some of the specific credit risks which had emerged in the physical market during the recent collapse in rates."
CONTAINER PANEL
The container panel was moderated by Mr. Ken Hoexter, Managing Director, Airfreight, Surface, & Marine Transportation Research - Banc of America Securities-Merrill Lynch and featured Mr. Dimitri Andritsoyiannis, CFO of Danaos Corporation (NYSE: DAC), Mr. Aristides J. Pittas, CEO of Euroseas (NASDAQ: ESEA) and Mr. Gerry Wang, CEO of Seaspan Corporation (NYSE: SSW).
The container panel noted that the lack of trade financing and current decline in consumer demand have lead to a slowdown in cargo movements. The expectation is that 2009 will be a difficult year for most of the liner companies which are the ones that charter vessels from the container companies. But the consensus was that these liner companies have been through several cycles before and provided the cycle this time is not too long they likely to survive. This means that they should continue honoring their charter commitments despite the pressure of the current trading environment.
The panel expected a slowdown in demand for 2009, and flat demand for 2010 with an eventual market turnaround after that. The container fleet is young enough so scrapping is not expected to be a significant factor. The silver lining of the current market environment is that newbuildings are likely to de delayed and spread over a number of years and the lower fuel costs reduced the overall expense borne by the charterers.
TANKER PANEL
The tanker panel was moderated by Mr. Robert Bugbee of the Scorpio Group and featured Mr. John Lazaridis, CEO, Capital Product Partners (NASDAQ: CPLP), Mr. Marco Fiori, CEO, d'Amico International Shipping (MI: DIS), Mr.
Jeffrey Pribor, CFO, General Maritime Corporation (NYSE: GMR), Mr. Gregory McGrath, CFO, Omega Navigation (NASDAQ: ONAV) and Mr. Nikolas Tsakos, CEO, Tsakos Energy Navigation (NYSE: TNP).
The tanker panel focused on the fact that companies are protected from lower spot freight rates through time charter coverage for 2009 and a large portion into 2010, providing steadier income and predictable returns to shareholders. On the flip side, a conservative chartering coverage strategy may have caused some owners to miss out on record spot rates in 2008.
The recent production cuts by OPEC are putting pressure on tanker rates but at the same time oil prices at $50 per barrel may lead to increased demand.
2009 is expected to be a tougher year, with the environment improving as of 2010, as single hull vessels retire and the orderbook may experience delays and cancellations as the result of the current credit crunch and the economic turmoil. The unforeseen exogenous factor, the credit crisis, may provide a correction to supply in the tanker market. Credit struggles could be a blessing in disguise with a potential reduction of new tonnage through delays and some cancellations that in return could help to keep to a tighter balance between supply and demand.
Distressed sales will likely continue to put downward pressure on asset values and with expectations of a softer market in 2009 owners are not rushing out for asset acquisitions right now, but they all expressed their interest in the prospects for further growth at the proper time.
The panelists highlighted their ability pay dividends even in this period of tightened credit and market volatility and they emphasized the need for prudent use of their cash in the current market environment, as cash on hand can create the catalyst for higher growth over time. Panelists generally agreed that retaining earnings can be just as financially rewarding in the long-term as paying out attractive dividends.
DRY BULK PANEL
The dry bulk panel discussion featured Mr. Ted Petrone, President, Navios Maritime Holdings (NYSE: NM); Mr. Polys Hajioannou, CEO, Safe Bulkers (NYSE: SB); Mr. Dale Ploughman, CEO, Seanergy Maritime Holdings (NASDAQ: SHIP) and Mr. George Syllantavos, CFO, Star Bulk Carriers (NASDAQ: SBLK).
The panel was moderated by Mr. Harris Antoniou, CEO, Energy, Commodities and Transportation, Fortis Bank Nederland (Holding) N.V.
The discussion focused mainly on the funding problems created by the current market environment, time charter fleet coverage, the cyclical nature of shipping, and the advantages of being a public company. The panellists discussed the ways of covering their financing needs other than just being dependent on banks and noted the funding problems for the order book leading to vessel cancellations and deferrals. Even though it is difficult to pin down exact cancellation statistics, the consensus was that orderbook reduction and acceleration of scrapping is expected to have a positive impact in the supply and demand balance.
The panel highlighted the cyclical nature of the dry bulk shipping market and discussed about being counter-cyclical by employing their fleets under long term time charters. It was noted that the stock market does not currently properly reward companies for their charter coverage.
The panel's consensus was that it is better to have longer coverage at a lower rate with profit sharing agreements as opposed to higher rates for a shorter period. This mitigates the potential of charter renegotiations while it improves cash flow stability and visibility.
Finally, the panellists also talked about the advantage of being a public company which enables them to have access to the capital markets, a factor of particular significance in today's environment, when bank financing has decreased. The panellists also noted that the companies are not likely to engage in share buybacks of any size in the current environment.
The panel concluded by stressing that in every crisis there is an opportunity; and that strong companies should be able to capitalize on the opportunities presented by current dry bulk market conditions.
KEYNOTE SPEAKER
The Forum was highlighted by Luncheon Keynote speaker Dr. Peter Swift, Managing Director of INTERTANKO. INTERTANKO is the International Association of Independent Tanker Owners. INTERTANKO has been the voice of independent tanker owners since 1970, ensuring that the oil that keeps the world turning is shipped safely, responsibly and competitively.
Introduced by Mr. Nikolas Tsakos, CEO - Tsakos Energy, Dr. Swift addressed a 400-strong luncheon crowd of high caliber shipping investors, fund managers, shipowners, bankers and lawyers.
His speech included a brief introduction on INTERTANKO and a comprehensive review and outlook of the various shipping markets. Speaking on the outlook for tanker markets in 2009, Dr. Swift admitted that global oil demand is likely to continue to be weakened next year. He added however, that despite any weakening, demand "will still be there" as the world "needs oil."
He concluded the speech by warming up the crowd with a humorous joke: "What's the difference between a shipowner and a pirate? A pirate can make money out of a capesize vessel."
COMPANY PRESENTATIONS
There were presentations by the management of the following companies
-- Aries Maritime (NASDAQ: RAMS), by Mr. Jeff Parry, CEO
-- Capital Product Partners (NASDAQ: CPLP), by Mr. John Lazaridis, CEO
-- d'Amico International Shipping (MI: DIS), Mr. Marco Fiori, CEO
-- Danaos Corporation (NYSE: DAC), Mr. Dimitri Andritsoyannis, CFO
-- Ocean Rig, a subsidiary of DryShips Inc. (NASDAQ: DRYS), Mr. David
Mullen, CEO
-- Euroseas (NASDAQ: ESEA), Mr. Aristides Pittas, CEO
-- Navios Maritime Holdings (NYSE: NM), Mr. Ted Petrone, President
-- Navios Maritime Partners (NYSE: NMM), Mr. Michael McClure, CFO
-- OceanFreight (NASDAQ: OCNF), Mr. Dimitris Nenes, COO
-- Omega Navigation Enterprises (NASDAQ: ONAV), Mr. Gregory McGrath, CFO
-- Safe Bulkers (NYSE: SB), Mr. Polys Hajioannou, CEO
-- Star Bulk Carriers Corp (NASDAQ: SBLK), Mr. George Syllantavos, CFO
-- Tsakos Energy Corporation (NYSE: TNP), Mr. George Saroglou, COO
ANALYST PARTICIPATION
The following analysts participated in the Forum moderating the various panels and introducing the speakers:
-- Mr. Charles Rupinski, Sr. V.P., Senior Equity Analyst for Shipping and
Transportation, Maxim Group,
-- Mr. G. Scott Burk, CFA, Executive Director and Senior Analyst, Ocean
Shipping Equity Research, Oppenheimer & Co. Inc.,
-- Mr. Kevin Sterling, Research Shipping Analyst, Stephens, Inc.,
-- Mr. Christian Wetherbee, Vice President, Transportation Equity
Research Banc of America Securities-Merrill Lynch
-- Mr. Ken Hoexter, Managing Director, Airfreight, Surface, & Marine
Transportation Research - Banc of America Securities-Merrill Lynch
ONE-ON-ONE MEETINGS
There were over 100 one-on-one meetings which took place during the Forum between company management and investors.
ORGANIZERS
The Forum was organized by Capital Link, a New York-based Investor Relations and Financial Communications Firm with a strategic commitment to shipping.
It was organized in cooperation with the New York Stock Exchange, NASDAQ and the New York Maritime Inc.
MEDIA PARTNERS
The Media Partners included Barron's, Bloomberg, Fairplay, Lloyds List, TradeWinds, The Maritime Executive, The Digital Ship, Maritime Information Systems and World Oil. Also, ELNAVI and NAFS.
SPONSORS
Fortis Bank Nederland (Holding) N.V. and Tsakos Energy Navigation Ltd. were the Lead Sponsors.
The Baltic Exchange, Clarkson's Johnson Rice, Maxim Group, Oppenheimer, Stephens, Inc., HSH NordBank, Watson Farley & Williams, Marine Plus and Germanisher Lloyd were among the Sponsors.
Presenters and Sponsors also included Aries Maritime, Capital Product Partners, d'Amico International Shipping, Danaos Corporation, DryShips (Ocean Rig), Euroseas, Navios Maritime Holdings, Navios Maritime Partners, OceanFreight, Omega Navigation Enterprises, Norton Rose, Safe Bulkers, Seanergy Maritime Holdings and Star Bulk Carriers.
About Capital Link, Inc.
Capital Link is a New York based Investor Relations and Financial Communications Firm also with offices in London and Athens.
Capital Link has made a strategic commitment to shipping where it maintains a leadership position as provider of Investor Relations services to listed shipping companies.
Capital Link organizes a series of CEO and Analyst Forums on Dry Bulk, Tankers and Containers aimed to enhance the information flow about shipping to the investment community. Also organizes annually two shipping conferences; one in New York (March) and one in London.
In addition Capital Link maintains a website dedicated to listed shipping companies (www.CapitalLinkShipping.com) where investors have free access to news, company profiles and presentations, stock market data, industry reports, articles and interviews. Capital Link is a member of the Baltic Exchange.
Contact:
Nicolas Bornozis
President
Capital Link, Inc.
Tel. +1 (212) 661-7566
E-mail: nyshippingforum@capitallink.com
http://www.capitallink.com
http://www.capitallinkshipping.com
http://www.capitallinkforum.com
Akis Tsirigakis, President and Chief Executive Officer of Star Bulk Carriers (NASDAQ: SBLK) Discusses Star Bulk Carriers and the
Date : 03/23/2009 @ 12:26PM
Source : MarketWire
Stock : Capital Link Shipping (SBLK)
Quote : 2.77 -0.13 (-4.48%) @ 8:00PM
Akis Tsirigakis, President and Chief Executive Officer of Star Bulk Carriers (NASDAQ: SBLK) Discusses Star Bulk Carriers and the
NEW YORK, NY -- (Marketwire) -- 03/23/09 -- Akis Tsirigakis, President and Chief Executive Officer, of Star Bulk Carriers Corp. (NASDAQ: SBLK) was interviewed today by Barry D. Parker of BDP1 Connect. The interview focused on Star Bulk Carriers along with the development of the drybulk shipping sector in general.
The interview is featured on www.CapitalLinkShipping.com under "Interviews" and can be accessed by copying and pasting on your browser or clicking on the link below:
http://shipping.capitallink.com/interviews/2009/barry_parker_akis_tsirigakis.html
About Star Bulk Carriers:
Star Bulk is a global shipping company providing worldwide seaborne transportation solutions in the dry bulk sector. Star Bulk's vessels transport major bulks, which include iron ore, coal and grain and minor bulks such as bauxite, fertilizers and steel products. Star Bulk was incorporated in the Marshall Islands on December 13, 2006 and is headquartered in Athens, Greece. Its common stock and warrants trade on the Nasdaq Global Market under the symbols "SBLK" and "SBLKW" respectively.
Currently, Star Bulk has an operating fleet of twelve dry bulk carriers.
The total fleet consists of four Capesize, and eight Supramax dry bulk vessels with an average age of approximately 9.9 years and a combined cargo carrying capacity of 1,106,250 deadweight tons.
About Barry Parker:
Barry Parker is a financial writer and analyst. His articles appear in a number of prominent maritime periodicals including Fairplay, Seatrade, Lloyds Shipping Economist and Janes Transport Finance and Capital Link Shipping.
About www.CapitalLinkShipping.com:
Capital Link Shipping is a web based resource whose objective is to facilitate investor knowledge and understanding of shipping and its listed companies, and to facilitate the exchange of information among listed companies, industry participants and investors. The site provides information on the major shipping and stock market indices, as well as on all shipping stocks. It also features industry reports from major industry participants and interviews with CEOs, analysts and other market participants.
The information on the website is not an offer to buy or sell any kind of securities nor does it constitute investment advice of any kind. Capital Link does not represent or warrant the accuracy of the information in this site. The user of the site acknowledges that he/she accesses the information at his/her own risk and cannot hold Capital Link liable for any matter in any way and will use the website in accordance with the Terms and Conditions specified on the website.
The website is operated by Capital Link, a New York based Investor Relations and Financial Communications firm with a strategic focus on shipping. Capital Link provides Investor Relations and Financial Communications services to several listed shipping companies.
For more information, please contact:
Nicolas Bornozis
Capital Link, Inc.
Tel. 212-661-7566
E-mail: shipping@capitallink.com
Amended Annual Report (10-K/A)
Date : 04/01/2009 @ 5:04PM
Source : Edgar (US Regulatory)
Stock : (DSUP)
Quote : 0.28 -0.005 (-1.75%) @ 8:00PM
- Amended Annual Report (10-K/A)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-K/A
Amendment No. 1
þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2008
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-11781
DAYTON SUPERIOR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State of incorporation) 31-0676346
(I.R.S. Employer Identification No.)
7777 Washington Village Dr.
Suite 130
Dayton, Ohio 45459
(Address of principal executive office)
Registrant’s telephone number, including area code: (937) 428-6360
Securities registered pursuant to Section 12(b) of the Act: Common Stock, par value $0.01 per share, registered on The Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o Accelerated filer o Non-accelerated filer o
(Do not check if a smaller reporting company) Smaller reporting company þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
As of March 31, 2009, there were 19,070,697 shares of common stock outstanding. As of June 30, 2008, the aggregate market value of common stock held by non-affiliates was $23,295,879 based on the closing market price of the common stock.
DOCUMENT INCORPORATED BY REFERENCE
Dayton Superior Corporation’s proxy statement for its Annual Meeting of Stockholders; definitive copies of the proxy statement will be filed with the Commission within 120 days of the Company’s most recently completed fiscal year. Only such portions of the proxy statement as are specifically incorporated by reference into Part III of this Report shall be deemed filed as part of this Report.
--------------------------------------------------------------------------------
EXPLANATORY NOTE
Dayton Superior Corporation is filing this Amendment No. 1 to its Annual Report on Form 10-K for the year ended December 31, 2008 solely for the purpose of correcting the Index to Exhibits that was inadvertently omitted. The corrected Index to Exhibits is filed herewith. There are no other changes made by this Amendment No. 1.
--------------------------------------------------------------------------------
Index of Exhibits
Exhibit No.
Description
(3) Articles of Incorporation and By-Laws
3.1 Amended and Restated Certificate of Incorporation of the Company †
3.2 Amended and Restated By-Laws of the Company †
(4) Instruments defining the Rights of Security Holders, Including Indentures
4.1 Form of Junior Convertible Subordinated Indenture between the Company and Firstar Bank, N.A., as Indenture Trustee [Incorporated by reference to Exhibit 4.2.3 to the Company’s Registration Statement on Form S-3 (Reg.
333-84613)]
†
4.1.1 First Supplemental Indenture dated January 17, 2000, between the Company and Firstar Bank, N.A., as Trustee [Incorporated by reference to Exhibit 4.1.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004] †
4.1.2 Form of Junior Convertible Subordinated Debenture [Incorporated by reference to Exhibit 4.2.3 to the Company’s Registration Statement on Form S-3 (Reg.
333-84613)]
†
4.1.3 Second Supplemental Indenture dated December 14, 2006 between the Company and U.S. Bank N.A., as trustee [Incorporated by reference to Exhibit 4.1.3 to the Company’s Registration Statement on Form S-1 (Reg. No. 333-137785)] †
4.2 Indenture dated June 16, 2000 among the Company, the Guarantors named therein, as guarantors, and United States Trust Company of New York, as trustee, relating to $170,000,000 in aggregate principal amount of 13% Senior Subordinated Notes due 2009 and registered 13% Senior Subordinated Notes due 2009 [Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-4 (Reg. 333-41392)] †
4.2.1 First Supplemental Indenture dated as of August 3, 2000. [Incorporated by reference to Exhibit 4.5.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001] †
4.2.2 Second Supplemental Indenture dated as of January 4, 2001. [Incorporated by reference to Exhibit 4.5.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001] †
4.2.3 Third Supplemental Indenture dated as of June 19, 2001. [Incorporated by reference to Exhibit 4.5.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001] †
4.2.4 Fourth Supplemental Indenture dated as of September 30, 2003. [Incorporated by reference to Exhibit 4.2.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003] †
4.2.5 Fifth Supplemental Indenture dated as of December 4, 2006. [Incorporated by reference to Exhibit 4.2.5 to the Company’s Registration Statement on Form S-1 (Reg. No. 333-137785)] †
4.2.6 Sixth Supplemental Indenture dated as of December 14, 2006. [Incorporated by reference to Exhibit 4.2.6 to the Company’s Registration Statement on Form S-1 (Reg. No. 333-137785)] †
4.3 Specimen Certificate of 13% Senior Subordinated Notes due 2009 [Incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-4 (Reg. 333-41392)] †
4.4 Specimen Certificate of the registered 13% Senior Subordinated Notes due 2009 [Incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-4 (Reg. 333-41392)] †
4.5 Warrant Agreement dated as of June 16, 2000 between the Company and United States Trust Company of New York, as Warrant Agent [Incorporated by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003] †
--------------------------------------------------------------------------------
4.6 Warrant Shares Registration Rights Agreement dated as of June 16, 2000 among the Company and the Initial Purchasers [Incorporated by reference to Exhibit 4.6 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003] †
4.7 Term Loan Credit Agreement Dated as of March 3, 2008 among Dayton Superior Corporation, as the Borrower the Lenders Party Hereto and General Electric Capital Corporation as Administrative Agent and Collateral Agent [Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed March 7, 2008] †
4.7.1 First Amendment to the Term Loan Credit Agreement, dated as of March 16, 2008, by and among Dayton Superior Corporation, the Lenders party thereto and General Electric Capital Corporation, as Administrative Agent and Collateral Agent.
**
4.7.2 Second Amendment to the Term Loan Credit Agreement, dated as of March 16, 2009, by and among Dayton Superior Corporation, the Lenders party thereto and General Electric Capital Corporation, as Administrative Agent and Collateral Agent. [Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated March 16, 2009] †
4.7.3 Third Amendment to the Term Loan Credit Agreement, dated as of March 23, 2009, by and among Dayton Superior Corporation, the Lenders party thereto and General Electric Capital Corporation, as Administrative Agent and Collateral Agent. [Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated March 23, 2009] †
4.8 Revolving Credit Agreement Dated as of March 3, 2008 among Dayton Superior Corporation, as the Borrower the Lenders and L/C Issuers Party Hereto and General Electric Capital Corporation as Administrative Agent and Collateral Agent [Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 7, 2008] †
4.8.1 First Amendment to the Revolving Credit Agreement, dated as of March 16, 2009, by and among Dayton Superior Corporation, the Lenders signatory thereto and General Electric Capital Corporation, as Administrative Agent and Collateral Agent. [Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 16, 2009] †
4.8.2 Second Amendment to the Revolving Credit Agreement, dated as of March 23, 2009, by and among Dayton Superior Corporation, the Lenders signatory thereto and General Electric Capital Corporation, as Administrative Agent and Collateral Agent. [Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 23, 2009] †
4.9 Registration Rights Agreement among the Company, Odyssey Investment Partners Fund, LP, Odyssey Coinvestors, LLC, DS Coinvestment I, LLC and DS Coinvestment II, LLC [Incorporated by reference to Exhibit 4.15 to the Company’s Registration Statement on Form S-1 (Reg. No. 333-137785)] †
Certain instruments defining the rights of holders of long-term debt of the Company have not been filed because the total amount does not exceed 10% of the total assets of the Company and its subsidiary on a consolidated basis. A copy of each such instrument will be furnished to the Commission upon request.
(10) Material Contracts
10.1 Amended and Restated Employment Agreement effective as of November 24, 2008 between Edward J.
Puisis and the Company. [Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated December 1, 2008]
†*
10.2 Letter Agreement dated August 13, 2003 between Raymond Bartholomae and the Company [Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q dated November 10, 2003] †*
--------------------------------------------------------------------------------
10.2.1 Letter Agreement dated as of December 15, 2005 between Raymond Bartholomae and the Company amending prior Letter Agreement. [Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 21, 2005] †*
10.3 Amended and Restated Employment Agreement effective as of November 24, 2008 between Eric R.
Zimmerman and the Company. [Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 1, 2008]
†*
10.4 Dayton Superior Corporation 2000 Stock Option Plan [Incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001] †*
10.4.1 First Amendment to Dayton Superior Corporation 2000 Stock Option Plan [Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2001] †*
10.4.2 Second Amendment to Dayton Superior Corporation 2000 Stock Option Plan dated July 15, 2002 [Incorporated by reference to Exhibit 10.13.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002] †*
10.4.3 Third Amendment to Dayton Superior Corporation 2000 Stock Option Plan dated October 23, 2002 [Incorporated by reference to Exhibit 10.13.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002] †*
10.4.4 Fourth Amendment to Dayton Superior Corporation 2000 Stock Option Plan dated February 10, 2004.
[Incorporated by reference to Exhibit 10.10.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003]
†*
10.4.5 Fifth Amendment to Dayton Superior Corporation 2000 Stock Option Plan dated February 10, 2004 effective April 18, 2007 [Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 30, 2007] †*
10.4.6 Form of Amended and Restated Stock Option Agreement entered into between the Company and certain of its executive officers [Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 28, 2002] †*
10.4.7 Form of First Amendment to Stock Option Agreement dated as of July 1, 2003 [Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 2, 2003] †*
10.4.8 Form of Stock Option Agreement entered into between the Company and certain of its Directors dated April 18, 2007 [Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 25, 2007] †*
10.4.9 Form of Incentive Stock Option Agreement entered into between the Company and certain of its executive officers. [Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated April 1, 2008] †*
10.4.10 Form of Stock Option Agreement entered into between the Company and certain of its executive officers. [Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated December 1, 2008] †*
10.5 Restricted Stock Agreement dated as of June 30, 2006, between the Company and Eric R. Zimmerman.
[Incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1 (Reg. No. 333-137785)]
†*
10.6 Restricted Stock Agreement dated as of June 30, 2006, between the Company and Edward J. Puisis.
[Incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1 (Reg. No. 333-137785)]
†*
10.7 Restricted Stock Agreement dated as of June 30, 2006, between the Company and Raymond E.
Bartholomae. [Incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-1 (Reg. No. 333-137785)]
†*
--------------------------------------------------------------------------------
10.8 Repayment and Stock Pledge Agreement dated June 16, 2000, between the Company and Raymond E.
Bartholomae. [Incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form S-1 (Reg. No. 333-137785)]
†*
10.9 Repayment and Stock Pledge Agreement dated March 30, 2001, between the Company and Raymond E.
Bartholomae. [Incorporated by reference to Exhibit 10.15 to the Company’s Registration Statement on Form S-1 (Reg. No. 333-137785)]
†*
10.10 Form of Indemnification Agreement between the Company and certain of its Directors [Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 21, 2007] †*
10.11 Amended and Restated Outside Directors Compensation Program, as amended ** *
(14) Code of Ethics
14 Code of Business Conduct and Ethics [Incorporated by reference to Exhibit 14 to the Company’s Current Report on Form 8-K filed on December 22, 2006] †
(21) Subsidiaries of the Registrant
21 Subsidiary of the Company [Incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004] †
(23) Consents of Experts and Counsel
23 Consent of Deloitte & Touche LLP **
(31) Rule 13a-14(a)/15d-14(a) Certifications
31.1 Rule 13a-14(a)/15d-14(a) Certification of President and Chief Executive Officer **
31.2 Rule 13a-14(a)/15d-14(a) Certification of Vice President and Chief Financial Officer **
(32) Section 1350 Certifications
32.1
32.2 Sarbanes-Oxley Section 1350 Certification of President and Chief Executive Officer Sarbanes-Oxley Section 1350 Certification of Vice President and Chief Financial Officer **
**
* Compensatory plan, contract or arrangement in which one or more directors or named executive officers participate.
** Filed herewith
† Previously filed
--------------------------------------------------------------------------------
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Dayton Superior Corporation has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized.
DAYTON SUPERIOR CORPORATION
April 1, 2009
By /s/ Edward J. Puisis
Edward J. Puisis
Executive Vice President and Chief Financial Officer
Amended Statement of Ownership (SC 13G/A)
Date : 02/17/2009 @ 4:05PM
Source : Edgar (US Regulatory)
Stock : (DSUP)
Quote : 0.28 -0.005 (-1.75%) @ 8:00PM
- Amended Statement of Ownership (SC 13G/A)
--------------------------------------------------------------------------------
OMB APPROVAL
OMB Number: 3235-0145
Expires: February 28, 2009
Estimated average burden
hours per response...........10.4
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.2)*
DAYTON SUPERIOR CORP
(Name of Issuer)
Common Stock
(Title of Class of Securities)
240028308
(CUSIP Number)
December 31, 2008
(Date Of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
SEC 1745 (3-06)
--------------------------------------------------------------------------------
CUSIP No.240028308 13G Page 2 of 5 Pages
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON:
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: Morgan Stanley
I.R.S. #36-3145972
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY:--------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION: The state of organization is Delaware.--------------------------------------------------------------------------------
NUMBER OF 5. SOLE VOTING POWER:
SHARES 1,685,910
BENEFICIALLY --------------------------------------------------------------
OWNED BY 6. SHARED VOTING POWER:
EACH 625
REPORTING --------------------------------------------------------------
PERSON 7. SOLE DISPOSITIVE POWER:
WITH: 1,733,135
--------------------------------------------------------------
8. SHARED DISPOSITIVE POWER:
0
--------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,733,135
--------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ]
--------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
9.1%
--------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON:
HC, CO
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
CUSIP No.240028308 13G Page 3 of 5 Pages
--------------------------------------------------------------------------------Item 1. (a) Name of Issuer: DAYTON SUPERIOR CORP
--------------------------------------------------------------
(b) Address of Issuer's Principal Executive Offices: 7777 WASHINGTON VILLAGE DRIVE
SUITE 130
DAYTON, OH 45459
--------------------------------------------------------------
Item 2. (a) Name of Person Filing: Morgan Stanley
--------------------------------------------------------------
(b) Address of Principal Business Office, or if None, Residence: 1585 Broadway
New York, NY 10036
--------------------------------------------------------------
(c) Citizenship: The state of organization is Delaware. --------------------------------------------------------------
(d) Title of Class of Securities: Common Stock
--------------------------------------------------------------
(e) CUSIP Number: 240028308
--------------------------------------------------------------Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Act
(15 U.S.C. 78o).
(b) [ ] Bank as defined in Section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with Sections
240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance
with Section 240.13d-1(b)(1)(ii)(F); (g) [x] A parent holding company or control person in accordance
with Section 240.13d-1(b)(1)(ii)(G); (h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
--------------------------------------------------------------------------------
CUSIP No.240028308 13-G Page 4 of 5 Pages
--------------------------------------------------------------------------------Item 4. Ownership as of December 31, 2008.* (a) Amount beneficially owned:
See the response(s) to Item 9 on the attached cover page(s).
(b) Percent of Class:
See the response(s) to Item 11 on the attached cover page(s).
(c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote:
See the response(s) to Item 5 on the attached cover page(s).
(ii) Shared power to vote or to direct the vote:
See the response(s) to Item 6 on the attached cover page(s).
(iii) Sole power to dispose or to direct the disposition of:
See the response(s) to Item 7 on the attached cover page(s).
(iv) Shared power to dispose or to direct the disposition of:
See the response(s) to Item 8 on the attached cover page(s).
Item 5. Ownership of Five Percent or Less of a Class.
Not ApplicableItem 6. Ownership of More Than Five Percent on Behalf of Another Person.
Not ApplicableItem 7. Identification and Classification of the Subsidiary which Acquired
the Security Being Reported on By the Parent Holding Company.
Not ApplicableItem 8. Identification and Classification of Members of the Group.
Not ApplicableItem 9. Notice of Dissolution of Group.
Not ApplicableItem 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired and
are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect.
* In Accordance with the Securities and Exchange Commission Release
No. 34-39538 (January 12, 1998) (the "Release"), this filing reflects the
securities beneficially owned, or that may be deemed to be beneficially owned,
by certain operating units (collectively, the "MS Reporting Units") of Morgan
Stanley and its subsidiaries and affiliates (collectively, "MS"). This filing
does not reflect securities, if any, beneficially owned by any operating units
of MS whose ownership of securities is disaggregated from that of the MS
Reporting Units in accordance with the Release.
--------------------------------------------------------------------------------
CUSIP No.240028308 13-G Page 5 of 5 Pages
-------------------------------------------------------------------------------- Signature.After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.Date: February 16, 2009Signature: /s/ Dennine Bullard
--------------------------------------------------------------------Name/Title: Dennine Bullard/Authorized Signatory, Morgan Stanley
--------------------------------------------------------------------
MORGAN STANLEY* Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
26 New Ticketmaster Retail Outlets Now Open At Homeland Stores Throughout Oklahoma
In Time for U2's General Public Ticket On-Sale Friday, April 17th At 10:00 AM CDT
Wednesday April 15, 2009, 3:30 pm EDT
Buzz up! Print Related:Ticketmaster Entertainment, Inc.
OKLAHOMA CITY, April 15, 2009 (GLOBE NEWSWIRE) -- Ticketmaster, a Ticketmaster Entertainment, Inc. (NasdaqGS:TKTM - News) operating business, and Homeland Stores, have teamed-up to open 26 new Ticketmaster retail outlet locations within Homeland Stores across Oklahoma. Beginning Friday, April 17th, with the general onsale for U2's upcoming concert at the Gaylord Family Oklahoma Memorial Stadium on Sunday, October 18th, fans will have several new and convenient locations to purchase their event tickets from.
Related Quotes
Symbol Price Change
TKTM 4.07 +0.12
``By expanding our partnership with Homeland Stores, we're able to enhance the fan experience by making the ticket purchasing process more convenient for Oklahoma fans,' said Sandy Gaare, Executive Vice President, Retail Partnerships. ``With several new Retail Outlets in Homeland Stores throughout the state, fans of sports, music and other live entertainment events will now have greater access to purchase tickets and learn about new events coming to the area.'
The 26 new Homeland Stores in the Oklahoma City market will provide fans access to purchase events tickets for venues including the Ford Center, Gaylord Family Oklahoma Memorial Stadium, Cox Convention Center Arena, Allie P Reynolds Stadium and more.
``We are very pleased to be able to offer the communities we serve this additional convenience,' said Darryl Fitzgerald, CEO of Homeland. ``People are so busy, and are trying to do more things in one stop; this is one more way we can help our customers simplify their lives.'
Tickets can be purchased at Homeland stores 9:00am to 9:00pm, Ticketmaster.com, and Ticketmaster's Charge-By-Phone at 1-800-745-3000, as well as other local retail outlets in the area.
For a full list of retail outlets, visit: http://www.ticketmaster.com/h/stateselecttcenters.html?tm_link=tm_i_retail
26 New Homeland Ticketmaster Retail Outlets Throughout Oklahoma
Homeland #234 Homeland #238
7000 S. May Ave. Homeland #208 1151 N. Bryant Ave.
Oklahoma City, OK 2205 W. Edmond Rd Edmond, OK
73159 Edmond, OK 73034
73003
Homeland #122 Homeland #247
310 N. Washington St. Homeland #217 2410 Chandler Rd.
Weatherford, OK 7101 NW 23rd Muskogee, OK
73096 Bethany, OK 74402
73008
Homeland #127 Homeland #255
759 W. Grand Ave Homeland #101 1251 Alameda St.
Chickasha, OK 1100 W Main Norman, OK
73018 Norman, OK 73071
73069
Homeland #153 Homeland #267
1108 NW 18th Homeland #222 9225 N. May Ave.
Oklahoma City, OK 5857 NW Expressway Oklahoma City, OK
73106 Oklahoma City, OK 73120
73132
Homeland #154 Homeland #273
2016 NW 39th Homeland #567 10700 S. Pennsylvania
Oklahoma City, OK 3139 S. Harvard Oklahoma City, OK
73118 Tulsa, OK 73170
74135
Homeland #181 Homeland #778
12508 N. May Homeland #235 4001 S. 97th Highway
Oklahoma City, OK 7001 N. W. 122nd. Sand Springs, OK
73120 Oklahoma City, OK 74063
73142
Homeland #188 Homeland #886
220 E. Cleveland Homeland #236 24 E. 33rd
Guthrie, OK 2400 S. Cornwell Edmond, OK
73044 Yukon, OK 73013
73099
Homeland #195 Homeland #200
4301 S. May Homeland #237 1724 W. Lindsey Rd
Oklahoma City, OK 4129 S. E. 29th St. Norman, OK
73119 Oklahoma City, OK 73069
73115
Homeland #197 Homeland #219
11241 West Reno 2600 W. Robinson
Yukon, OK Norman, OK
73099 73069Homeland StoresHAC Inc. owns 50 Homeland Stores operating throughout Oklahoma and one in Haysville, KS.
As Oklahoma's largest locally owned grocery store chain they employ over 4,000 associates.
Since 2003 the company has experienced steady growth through improving their stores, and
acquisitions. The focus is on offering their customers a fresh alternative and STAR customer
service. Other services they offer include Western Union, payroll check cashing, lottery tickets,
and gift cards. HAC, Inc. is headquartered in Oklahoma City, OK.
About Ticketmaster Entertainment, Inc.
Ticketmaster Entertainment consists of Ticketmaster and Front Line Management Group. As the
world's leading live entertainment ticketing and marketing company, Ticketmaster connects the
world to live entertainment. Ticketmaster operates in 20 global markets, providing ticket sales,
ticket resale services, marketing and distribution through http://www.ticketmaster.com, one of the
largest e-commerce sites on the Internet; approximately 7,100 retail outlets; and 17 worldwide
call centers. Established in 1976, Ticketmaster serves more than 10,000 clients worldwide across
multiple event categories, providing exclusive ticketing services for leading arenas, stadiums,
professional sports franchises and leagues, college sports teams, performing arts venues, museums,
and theaters. In 2008, the Company sold more than 141 million tickets valued at over $8.9 billion
on behalf of its clients. Ticketmaster Entertainment acquired a controlling interest in Front Line
Management Group in October 2008. Founded by Irving Azoff and Howard Kaufman in 2004, Front Line
Management Group is the world's leading artist management company. Ticketmaster Entertainment, Inc.
is headquartered in West Hollywood, California (NasdaqGS:TKTM - News).
CONTACT: Homeland Stores Marc Orlich +1-405-290-3425
morlich@hacretail.com
Ticketmaster Entertainment
Media
+1-310-360-2434
media@ticketmaster.com
Investor Relations
+1-310-360-2354
ir@ticketmaster.com
Ticketmaster for BlackBerry Smartphones Goes Live; Download Available On Blackberry App World
New Mobile Technology Allows Fans to Browse and Purchase Tickets From Ticketmaster Anytime, Anywhere
Wednesday April 8, 2009, 7:20 pm EDT
Buzz up! Print Related:Ticketmaster Entertainment, Inc.
WEST HOLLYWOOD, Calif., April 8, 2009 (GLOBE NEWSWIRE) -- Ticketmaster, a Ticketmaster Entertainment, Inc., (NasdaqGS:TKTM - News) operating business today announced that the Ticketmaster for BlackBerry smartphones application for BlackBerry(r) smartphones is now live and available as a free download on BlackBerry App World(tm). The application provides fans with convenient 'on the go' access to easily browse and search through 1000's of live entertainment events and purchase tickets directly from their BlackBerry(r) smartphones from Research In Motion (RIM) (NasdaqGS:RIMM - News) (Toronto:RIM.TO - News).
Related Quotes
Symbol Price Change
TKTM 4.07 +0.12
How to get the Ticketmaster application for BlackBerry smartphones:
-- Download BlackBerry App World (http://www.blackberry.com/appworld) using
your BlackBerry(r) Browser. Ticketmaster is a featured application,
on the front page carousel, on BlackBerry App World, which you can
click on to download the application
-- Alternatively, visit http://www.ticketmaster.com/blackberry from your PC,
enter your email address, and download the application from the
link emailed to your BlackBerry smartphone
``We are always seeking new ways to make the ticket-buying experience more convenient and accessible,' said Eric Korman, Ticketmaster's President. ``Working with RIM, we're able to provide best in class mobile technology, secure commerce and the ease of navigation that is so familiar to BlackBerry smartphone consumers.'
Launching in the U.S. and Canada, with the U.K. soon to follow, Ticketmaster for BlackBerry smartphones features a streamlined interface of Ticketmaster.com, providing users with an optimized mobile browsing experience. The application gives fans event ticket purchasing capabilities for primary market sales and the ability to securely purchase tickets using their stored ``My Ticketmaster' account billing. In addition, users will soon be able to receive mobile notification to advanced or reserved tickets as well as special events.
``Not unlike the phones, outlets and Web before, this is a new channel that Ticketmaster is deploying on behalf of our clients that allows fans to search and buy tickets from their BlackBerry smartphones,' said Greg Consiglio, Ticketmaster's Senior Vice President, Business Development. ``The RIM relationship is a big picture strategy that marks Ticketmaster's first end-to-end mobile e-commerce solution for smartphone-based ticket purchasing in North America and establishes BlackBerry as the Official Smartphone of Ticketmaster.'
Related Links:
RIM Launches BlackBerry App World
http://press.rim.com/release.jsp?id=2223
BlackBerry on Ticketmaster
http://www.ticketmaster.com/blackberry
BlackBerry on Ticketmaster - Media Image Download
http://mediacenter.ticketmaster.com/Extranet/common/uploadedImages/PressRoom/Press_Releases/TM_Blackberry.jpg
About Ticketmaster Entertainment, Inc.
Ticketmaster Entertainment consists of Ticketmaster and Front Line Management Group. As the world's leading live entertainment ticketing and marketing company, Ticketmaster connects the world to live entertainment. Ticketmaster operates in 20 global markets, providing ticket sales, ticket resale services, marketing and distribution through http://www.ticketmaster.com, one of the largest e-commerce sites on the Internet; approximately 7,100 retail outlets; and 17 worldwide call centers. Established in 1976, Ticketmaster serves more than 10,000 clients worldwide across multiple event categories, providing exclusive ticketing services for leading arenas, stadiums, professional sports franchises and leagues, college sports teams, performing arts venues, museums, and theaters. In 2008, the Company sold more than 141 million tickets valued at over $8.9 billion on behalf of its clients. Ticketmaster Entertainment acquired a controlling interest in Front Line Management Group in October 2008. Founded by Irving Azoff and Howard Kaufman in 2004, Front Line Management Group is the world's leading artist management company. Ticketmaster Entertainment, Inc. is headquartered in West Hollywood, California (NasdaqGS:TKTM - News).
US Senator proposes waiting period for ticket resellers
Sun Apr 5, 2009 11:21pm EDT Email | Print | Share| Reprints | Single Page[-] Text [+]
Market News
Nikkei gains 3 percent on U.S. hopes
Wall Street rises on hints recession easing | Video
Oil jumps over $1/barrel on signs U.S. recession easing
More Business & Investing News... By JoAnne Allen
WASHINGTON, April 5 (Reuters) - Sen. Charles Schumer on Sunday unveiled a proposal aimed at giving fans a better chance to buy hot concert tickets at face value before ticket resellers scoop them up and raise the prices.
The proposed legislation would set a two-day waiting period from when tickets go on sale through normal channels before a ticket reseller can buy the tickets to put on the secondary market, Schumer, a New York Democrat, said in a statement.
"The bottom line is we need to create a fair system where fans get first crack at good seats at a reasonable price," Schumer said.
The measure would also require ticket reseller to register with the Federal Trade Commission to prevent fraudulent or anonymous sales.
Schumer unveiled the measure the day before concert tickets go on sale for U2 performances in New York.
Schumer said he had discussed the proposed legislation with Ticketmaster (TKTM.O), which is seeking to merge with the world's largest concert promoting company Live Nation (LYV.N).
Ticketmaster CEO Irving Azoff said he supports the proposal.
"Ticketmaster recognizes that the ticket resale industry needs far-reaching changes to better protect consumers and ensure fair access to tickets," Azoff said.
Ticketmaster was besieged by complaints earlier this year when fans of Bruce Springsteen who signed on to Ticketmaster to buy concert tickets were told they had sold out within minutes. They were instead directed to the reseller TicketsNow which had considerably more expensive tickets.
Ticketmaster acknowledged last week that it has been subpoenaed or received other requests for information from the U.S. Justice Department, the Federal Trade Commission and the New Jersey Attorney General's office.
The law enforcement agencies were interested in Ticketmaster's relationship with its reseller TicketsNow, in particular over controversial sales of tickets to Springsteen shows in New Jersey on May 21 and 23, according to a company email displayed on the industry blog TicketNews.com.
Ticketmaster has said the problem was caused by a computer glitch. (Reporting by JoAnne Allen; Editing by Ian Geoghegan)
APRIL 6, 2009 Schumer Plans Legislation to Curb Ticket Resales Article
Comments
more in Politics »Email Printer Friendly Share:
Yahoo Buzz facebook MySpace LinkedIn Digg del.icio.us NewsVine StumbleUpon Mixx Text Size
By ETHAN SMITH
In the latest move in his battle with Ticketmaster Entertainment Inc., New York Sen. Charles Schumer unveiled plans for legislation that would ban the resale of concert and sports tickets until two days after they first go on sale to the public.
The waiting-period legislation is partly a response to complaints from Bruce Springsteen fans who in February tried to buy concert tickets on Ticketmaster's main Web site but were instead redirected to TicketsNow.com, a site owned by Ticketmaster where brokers resell tickets, often for many times face value. Fans were particularly outraged that Ticketmaster's computers steered them to the higher-priced aftermarket even before the concerts were fully sold out.
Charles Schumer
The bill, which Mr. Schumer plans to introduce Monday, wouldn't outlaw the resale of tickets entirely, but would prohibit situations in which tickets are listed for resale at jacked-up prices on sites like eBay Inc.'s StubHub.com during -- or even before -- the initial sale. After the Springsteen debacle, TicketsNow banned such "prelistings" on its site.
"Buying concert tickets has become like taking a trip back to the Wild West -- anything goes," Mr. Schumer said in a statement Sunday. He accused resellers of "hoarding" tickets and quickly driving up prices. "Any attempt to keep prices down by the sellers and artists is made impossible." He called his proposal an attempt to create "a fair system" to give fans a chance to obtain good seats for their face value.
The action comes against the backdrop of Ticketmaster's proposed acquisition by Live Nation Inc., the world's largest concert promoter. That deal would create a live-music powerhouse and is subject to regulatory review by the Justice Department.
In a sign of possible d[eacute]tente between Mr. Schumer and the ticketing giant, Ticketmaster Chief Executive Irving Azoff endorsed the legislation in a statement Sunday, calling it a "thoughtful proposal."
The announcement represented a marked shift in the tone of the dialogue between Mr. Schumer and Ticketmaster executives, who had traded increasingly pointed barbs in the past two months.
Mr. Schumer sharply criticized Ticketmaster in the wake of the Springsteen episode, and questioned Mr. Azoff during Senate subcommittee hearings on the merger in February.
Last month, Ticketmaster Chairman Barry Diller fired back during a conference call with analysts, accusing Mr. Schumer of engaging in "always-to-be-expected shameless grandstanding."
Write to Ethan Smith at ethan.smith@wsj.com