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Thursday, Jul 2, 2009 at 9:16 am by Sonya Hubbard
GM: Please don’t buy our stock!

gm1 At a time when so many people are beating the drum about the need for companies to file transparent documents with the Securities and Exchange Commission, General Motors (GMGMQ) deserves credit. Granted, the subject of the press release that accompanied yesterday’s 8-K was very grim; but there’s no spin at all in their message:

GM Statement re: GM stock price and volume
GM management has noticed the continuing high trading volume in GM’s common stock at prices in excess of $1. GM management continues to remind investors of its strong belief that there will be no value for the common stockholders in the bankruptcy liquidation process, even under the most optimistic of scenarios. Stockholders of a company in chapter 11 generally receive value only if all claims of the company’s secured and unsecured creditors are fully satisfied. In this case, GM management strongly believes all such claims will not be fully satisfied, leading to its conclusion that GM common stock will have no value.

GM’s stock, which had been trading over $1 earlier this week before GM made its plea, is now around 80 cents. But judging by some of the comments posted on this Barron’s blog, some investors still aren’t willing to give up.

As was also reported yesterday, GM declined to estimate how many vehicles it will produce in the third quarter.  GM’s sales analyst was quoted as saying that since there is an ongoing bankruptcy proceeding, it would be more “prudent” to provide that estimated number after the company sold off its Saturn, Hummer, and Saab brands.

In another publication, CEO Fritz Henderson said that the cost of winding down the company might exceed the original estimate of $950 million.  Henderson was quoted as saying that - because of environmental liabilities - the costs might actually reach $1.2 billion.

The one bit of good news for the auto maker was in this article, which reported that GM’s vehicle sales in China rose 38 percent in the first half of 2009. The report credits China’s tax incentives and subsidies for the increase, saying that China is trying to give a boost to its fledgling auto industry and provide a spark to its struggling economy.

Speaking of sparks and struggling economies, the SEC will be closed tomorrow in observance of Independence Day.  We wish you a happy and safe 4th of July, and we’ll be back Monday with anything juicy that gets filed late this afternoon.

Wednesday, Jul 1, 2009 at 9:41 am by Michelle Leder
Live blogging SEC meeting on pay

SEC headquartersWe’re listening in this morning to the SEC’s Open Meeting on enhancing proxy disclosures, a subject that we cover frequently here at footnoted. You can listen to the hearing yourself here or follow my live tweets (and others who are listening in) here.

According to its just-released Fact Sheet, the Commission is “considering whether to propose a set of revisions to [its] rules that would improve the disclosure provided to shareholders of public companies regarding compensation and corporate governance matters when voting decisions are made.”

One group that will be at the hearing is the Center on Executive Compensation.  According to its web site, the group “strongly opposes the rationale for and the impact of an annual vote on pay.”

Since executive compensation issues have gotten so much attention lately and affect not only executives, but also investors, employees, and the general public (we pay the price for those goods and services, after all), this should be an interesting hearing.

UPDATE: Now that the meeting is over, here’s the WSJ’s take. Was actually surprised that there weren’t many people — there’s a small community of people on Twitter interested in this sort of thing — who were following today’s events. We’ll post statements from the various commissioners as soon as they show up on the SEC site. So far, only Comm. Paredes’ statement is available.

Tuesday, Jun 30, 2009 at 9:45 am by Michelle Leder
Philip Morris is here to help…

marlboroRemember that famous phrase, “We’re from the government and we’re here to help”? Well, at a time when many governments are struggling to make ends meet Philip Morris (PM) says that they’re here to help.

In this 74-page slideshow last Friday (there’s lots of pictures, so don’t be too scared), the company’s CFO noted that because it was raising prices on cigarettes in dozens of countries it was actually helping various governments. Here’s how Philip Morris describes it in one of the slides: “Higher cigarette retail prices are boosting government revenues.”

Need proof? Just look at slide #13, which showed the price of a pack of Marlboros in the Ukraine climbing a whopping 78% since January 2008. Slide #12 shows how taxes have also increased dramatically in the Ukraine, rising more than four-fold since Jan. 2008. Despite these sharp price hikes, slide #14 shows that a pack of Marlboros is still cheaper than many other things that consumers might buy in the Ukraine, including a movie ticket, a bottle of Budweiser, a Big Mac, and Colgate toothpaste. Milk, bread, Coke and beer are cheaper than a pack of Marlboros, the slide shows.

We also liked Slide #23, which showed that despite a sluggish economy, Mexican smokers are still willing to plunk down money for Marlboros (and other premium brands) — a whopping 65% opt for premium brand cigarettes there compared with just under 13% in Poland. Another slide shows that Marlboro’s market share in Mexico is just under 50%.

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Today is the last day of the footnoted.org June fundraiser and I’m still trying to raise just over $700 to meet our goal. If you value footnoted’s free content and want to make sure that it remains free and open to all, I hope that you’ll make a donation. So far, 71 people have contributed $1,263, but that represents just a fraction of the site’s readers. Click here to donate now. Thanks for your support!

Monday, Jun 29, 2009 at 9:03 am by Sonya Hubbard
New Foot Locker Executive Scores Big Comp Package

foot-locker1Who can blame Ken Hicks if he has a new spring in his step? Foot Locker just hired him to be its new President and CEO, and the exhibit to the 8-K that the company filed Friday afternoon reveals that he’s scored a lucrative pay package for his work.

Hicks is no stranger to the world of footwear. He served as the president of Payless Shoe Source, Inc. from 1999 until 2002. After he left Payless, he went to J. C. Penney, where he most recently served as the company’s president and Chief Merchandising Officer. He was paid very well at Penney’s; according to this proxy filed March 31, 2009, he earned a total compensation package worth more than $4.3 million, the base salary portion of which was $885,000.

Yet the Foot Locker gig promises to be even better. When Hicks starts his new job on August 17, 2009, he’ll earn $1.1 million in salary. He’ll get another $2 million as a signing bonus ($1 million within 30 days after starting the job, and another $500,000 on each of the next two anniversaries). He stands to earn nearly another $1.4 million under Foot Locker’s Annual Incentive Compensation Plan and just under another million under the Long-Term Incentive Compensation Plan. Sprinkle in some other goodies – stock options, restricted stock grants, a car service for work in New York and another $40K for a car, up to $15K for legal fees to negotiate this deal with Foot Locker, plus more, and – well, it’s not hard to see why Hicks is leaving Plano, Tx for Manhattan.

Even so, Hicks’s deal is still less than Foot Locker’s current chairman, president, and CEO, Matthew Serra, makes.  In 2008, Serra’s base salary was $1.5 million.  According to this exhibit to Friday’s filing, Serra will continue as the Chairman of the Board after Hicks steps into the president/CEO role in August.  Since compensation is not one of the terms addressed in his Amended Employment Agreement, apparently Serra will continue to earn his current salary until he completely retires at the end of next January.

Indeed, the whole arrangement sounds eerily similar to PacSun (PSUN) CEO training program that we footnoted last week. Which makes us wonder why seemingly experienced executives need a highly paid babysitter to hang around?

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Since the beginning of June, we’ve been asking footnoted readers to donate money to support the site. This money goes to pay for back-end technical support, and part of the salaries of Research Assistant Sonya and intern Kristen (yes — I think it’s important to pay interns!). So far, 69 readers have contributed $1,228 or 61% of our $2,000 goal and I’m very appreciative. If you haven’t contributed yet and value the free and independent reporting that footnoted provides every day on SEC filings, I hope you’ll consider contributing before the end of the month.

Friday, Jun 26, 2009 at 8:49 am by Sonya Hubbard
Fast food goes new media…

iJustineUntil this week, it seemed fairly safe to suppose that an impenetrable divide existed between the world of SEC filings and the technophiles who have already downloaded MashDeck. And then we read the exhibit to this 8-K, which included one of the first references we’ve seen in SEC filings to the the popular social media site Mashable. (And because the web is a giant echo chamber, Mashable has its own account of the story).

It was filed by CKE Restaurants, Inc. (CKR) - the company behind Hardee’s and Carl’s Jr. restaurants – you know, the fast-food joints where you get those late-night Western Bacon Thickburgers and Jumbo Chili Dogs when nothing else will do.

Here’s what we found, which comes shortly after CEO Andrew Puzder explained that while “It has never been my goal to get excited over reporting flat earnings or margins,” the fact that the company’s operating income and margins remained steady in spite of the poor economy and competitive industry practices was “a testament to our management team and the strength of our brands.” Then Puzder said:

We just launched a very innovative partnership with YouTube whereby we are utilizing some of their most popular video stars to produce short videos promoting our burgers. With a combined following of 3.2 million subscribers, these video bloggers (“vloggers”) are helping us target our customer demographic where they already are. In addition, the media cost is much lower than with traditional advertising. According to www.mashable.com, the world’s largest blog focused exclusively on Web 2.0 and Social Media news, our sponsored video content appears to have ‘turned out to be a big hit.’ In fact, just one of the Carl’s Jr. vloggers created a video that’s already received over 2.4 million views across the web. All of the Carl’s Jr. vloggers’ videos, combined, have been viewed more than 5.7 million times.

But it’s not just Carl’s Jr. We also noticed the annual report that Bob Evans Farms, Inc. (BOBE) filed earlier this week. In it, the company touts its use of “BE-Mail”, Facebook, Twitter, and a revamped web site.  Be sure to check out the unlikely pairing of its list of corporate Twitter users with the down-home images of rolling hills. Then again, a quick scan of some of Bob Evans tweeters shows that they’re not exactly regulars.

Of course, the real question is whether this embrace of social media technology by decidedly non-tech companies is worth the money and the effort. We’ve eaten at Bob Evans before and it’s hard to imagine much overlap between those folks and people who crashed Twitter yesterday looking for news and sharing memories about Michael Jackson.

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Yesterday, I offered a free trial of my partner, Research Edge’s research to qualified readers of footnoted.org. But because my coding skills aren’t quite as good as my SEC filings reading skills, the link that went out was broken. If you’re interested in the free trial, you can contact Research Edge here.

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