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Wednesday, Oct 15, 2008 at 12:15 pm by Michelle Leder
Ag committee on credit default swaps?

I’m listening in on a hearing going on right now by the House Agriculture Committee that is focusing on the role of credit default swaps and the SEC’s Erik Sirri (see his opening statement here) is taking some tough questions from a few House members.

Here’s a snippet from Jim Marshall of Georgia: “To suggest that the SEC is innocent in all of this in a stretch.” And just before that statement, Bob Etheridge just tried to get Sirri to answer a question about what role CDS played in the downfall of Bear Stearns, but Sirri said he would have to get back to him.

But here’s my question: why is the Ag Committee, which normally focuses on farm-related issues diving into the CDS market?

I’ll be listening in on the rest of this.

Wednesday, Oct 15, 2008 at 10:28 am by Michelle Leder
Best Buy loves Powerpoint…

Google the words “I hate Powerpoint” and you’ll wind up with over 2,000 results, including this funny slideshow that provides detailed instructions on how not to kill off your audience from boredom.

I thought of that yesterday morning when I was skimming through this lengthy presentation that Best Buy (BBY) did yesterday on its international business which they filed as an 8K. The good news is that all investors now have access to this sort of thing. The bad news is that at 102 pages, it’s hard to imagine all but the most avid Best Buyers making it through the bloated presentation.

Much of the presentation had to deal with Best Buy’s $2 billion-plus investment in the UK-based Carphone Warehouse. At the time, the companies said they would open 100 megastores in the UK and Europe over the next five years. Yesterday’s presentation seemed to temper that a bit, given the current economic slowdown. As this story in the Times (U.K.) notes, the plans to open the first stores have been pushed back by 6 months.

So check out the Best Buy Powerpoint if you must. Chances are, in addition to learning something about Best Buy’s international expansion, you’ll also learn something about boring Powerpoint presentations.

Tuesday, Oct 14, 2008 at 11:00 am by Michelle Leder
Counting the Lehman’s at Lawson…

Late Friday, Lawson Software (LWSN) filed this 10Q and one of the things that jumped out at me was the number of times that Lehman Brothers was mentioned in the filing: 91 times. Compare that to the 10K that Lawson filed back on July 11 when Lehman was mentioned just twice.

What changed over the past three months? Well, the Lehman bankruptcy to be sure. As we’ve footnoted before, there’s lots of companies suddenly disclosing their ties to Lehman. Lawson details the relationship in two footnotes in the filing. Here’s a snippet from #16:

In April 2007, we issued $240.0 million of our 2.5% senior convertible notes. Lehman Brothers was one of the original purchasers of these notes…Lehman Holding is a guarantor of Lehman OTC’s obligations under the convertible note hedge transaction. The bankruptcy filing of Lehman Holding, as guarantor under the convertible note hedge transaction, and the bankruptcy filing by Lehman OTC, were events of default under the hedge transaction and warrant agreements. As a result of these defaults we are exercising our rights to terminate both the hedge transaction and the warrant transaction. We are in the process of evaluating the impact that our termination of the hedge transaction and warrant may have on our financial statements in future periods.

While the filing says it does not expect the Lehman situation to have a “material adverse impact” on the company, it also notes that it is still evaluating the situation. To provide additional context, the filing also includes several exhibits — letters between Lawson and Lehman — that spell out additional details of the transaction.

On Thursday, Lawson will be holding its annual meeting in St. Paul and in a somewhat innovative twist, is allowing investors to participate by phone instead of having to show up in person. One has to wonder how many investors will be asking about Lehman.

One final note about Lawson and Lehman. There’s a series of comment letters dating back to early 2006 where the SEC is asking Lawson to provide additional details about its dealings with Lehman and where Lawson seems to be pushing back.

Image Source: Lawson Software

Monday, Oct 13, 2008 at 11:16 am by Michelle Leder
Slipping through the looking glass at Disney…

One of the many things that no doubt slipped through the looking glass last week was this 8K filed by Disney (DIS). The 8K, filed late Wednesday in the midst of the market meltdown, includes employment agreements for two veteran Disney executives — General Counsel Alan Braverman and EVP for Corporate Strategy, Kevin Mayer.

At 23 pages and 18 pages respectively, both agreements are interesting and have some similarities, including consulting agreements for both men should their jobs end before the terms on the contracts expire. There’s also some interesting language in both contracts about what happens if either man’s job title changes or their offices are relocated more than 50 miles from Los Angeles. Braverman’s contract is for five years; Mayers is for four.

Braverman’s old employment contract (which I wasn’t able to find for some reason in Disney’s earlier filings) expired on Sept. 30, but Mayer, who joined the company in June 2005, didn’t have one. The salary and perks seem pretty straightforward, with Braverman’s salary rising to $1.1 million and Mayer’s to $700K. In addition, Braverman got 100,000 restricted stock options — half of which vest in two years — as an “inducement” for entering into the contract. And you thought having a job in the current economic turmoil was inducement enough!

Luckily, the SEC is closed today, so there’s an extra day to catch up on last week’s filings. Who knows what else we’ll find from companies who used last week’s meltdown to hide all sorts of things.

Friday, Oct 10, 2008 at 11:06 am by Michelle Leder
On Rite Aid and Halloween…

Halloween’s just three weeks away (and I’m sure after four weeks of market mayhem, we can all use some sickly sweet treats). But just in case you forgot, Rite Aid (RAD) issued this press release on Wednesday to remind people that Halloween was a good time to cut loose:

“Since Halloween falls on a Friday, we are expecting customers will party this year,” said Steve Moss, Rite Aid seasonal category manager. With the financial stress of recent weeks, Moss said he believes many Americans will be dying to dress up, spend a night in someone else’s skin and have some fun.

By shear coincidence, that same day, Rite Aid put out its 10-Q, which had some truly scary stuff in it. One of the big problems is that the stock is trading below a buck — 53 cents this morning — which puts it in danger of being delisted and prompted a wide range of new warnings in the filing, including:

In addition, delisting of our common stock on the NYSE would constitute a “fundamental change” under the indenture governing our 8.5% convertible notes due 2016 (the “Convertible Notes”). If such a fundamental change occurs, holders of the Convertible Notes will be entitled to require us to repurchase their Convertible Notes, or any portion of the principal amount thereof at a price equal to 100% of the principal amount of the Convertible Notes to be repurchased, together with accrued interest…We can give no assurance that we would be able to obtain such financing, on favorable terms, or at all, or that we will be permitted to repurchase the Convertible Notes under our other debt instruments.

There were also new sharp warnings about the company’s highly leveraged position. While the company has been warning about this for awhile, the details that it provides in the filing are much more extensive, and, let’s call it what it is here: scary. We last footnoted Rite Aid at the start of the year, when Contributing Editor Wendy Fried noted the lack of toilet paper on store shelves in her Manhattan neighborhood.

Oh — and speaking of drug store chains, we couldn’t let pass yesterday’s announcement that the SEC had charged two former Duane Reade executives of fraud. Though I haven’t read the whole complaint, the press release outlines a series of fraudulent transactions designed to pump up revenues and earnings to meet Wall Street estimates and reduce expenses — classic tools in the fraud toolbox. DuaneReade was an early visitor to the site when we footnoted Cuti’s extreme compensation and unusually generous stock options.

Journalists are welcome to use the information contained in this site as long as they credit www.footnoted.org
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