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Thursday, Jun 18, 2009 at 9:55 am by Michelle Leder
PacSun’s CEO training program…

PacSunYesterday, Pacific Sunwear (PSUN) announced that it had hired Gary Schoenfeld, the CEO of Vans Inc. and that Sally Frame Kasaks would be stepping down at the end of the month.

But the outgoing CEO will continue to collect her regular pay check from PacSun through Jan. 31, 2010 according to the agreement attached to yesterday’s 8-K. It’s not clear from the filing exactly what transition services Frame Kasaks will be providing in order to collect her $1.12 million salary, nor how many hours she’ll be expected to work. Earlier this year, a group of investors advocated for Frame Kasaks’ resignation. During her tenure, PacSun’s stock dropped sharply.

Given that Schoenfeld’s salary will only be $1.05 million according to his agreement, you have a situation where the former CEO is actually making more than the current one, yet has no specific responsibilities, other than to continue serving on the board of directors. And, judging by Schoenfeld’s background in retail, it doesn’t seem as if he needs someone to play babysitter.

Indeed, the whole thing reminds us of a similar situation that we footnoted several years ago at Con-Agra. Of course, that agreement, which pays former Bruce Rohde $50K a month, is still in place and valid for another year. PacSun’s agreement with Frame Kasaks only lasts six months.

Wednesday, Jun 17, 2009 at 9:59 am by Michelle Leder
Bankers feasting on Schering-Plough/Merck deal…

moneyYesterday, Schering-Plough (SGP) filed this amended S-4, updating information in their May 20 filing (which we footnoted here). While much of the information wasn’t new, there were some new disclosures on how much the bankers providing the advice to Schering-Plough and Merck (MRK) are making on the $44 billion deal that was announced back in March.

According to the filing, JPMorgan (JPM), Goldman Sachs (GS) and Morgan Stanley (MS) are all providing advice to the pharmaceutical giants. The cost of that advice? About $100 million. Here’s how it breaks down according to the filing: JP Morgan will collect $45 million from Merck; Goldman will get up to $33.3 million from Schering-Plough and Morgan Stanley, which acted as an additional financial advisor to Schering-Plough and provided the all-important “synergies valuation” will collect $22 million. Indeed, the word synergy (or some variation) is used over 50 times in the filing.

Also interesting is that Goldman and Morgan Stanley each collected 1/3 of their fees up front, while JP Morgan has only collected $5 million so far. Of coure, maybe that’s normal when it comes to advising the acquiree. Still, it’s hard to imagine what the three firms could have done collectively to be worth $100 million in fees.

Tuesday, Jun 16, 2009 at 9:50 am by Michelle Leder
Motorola’s growing fleet…

gulfstream.jpegAt a time when many companies are under pressure to scale back their use of the corporate jet, and some companies are actively selling their jets, Motorola (MOT) doesn’t seem to have gotten the message. Though we missed this in the 10-Q that the company filed last month, we picked up a reference to the new planes in a filing last week.

Back in May, Motorola entered into new agreements with co-Chief Executives Gregory Brown and Sanjay Jha (see here and here) that provide the two executives with access to the company’s four aircraft under a time-sharing agreement. Just to be clear, time-sharing agreements typically enable the executive to use the aircraft for personal use at a fraction of the actual cost. There’s some basic details about these sorts of agreements here.

But here’s where it starts to get interesting. The last time that Motorola listed its fleet was back in this exhibit to its 2004 10-K. Back then, Motorola listed 6 Cessna Citations and one Gulfstream IV. But sometime between that filing and the more recent one, Motorola upgraded. Not only did it add another GIV, but it now also has a GV and a Dassault Falconjet too. There’s a picture of Motorola’s GV on this site, which appears to be part of Gulfstream. Unfortunately for Motorola’s shareholders, the same can’t be said about the stock during the same time frame.

One more thing about corporate jets that I learned on Twitter yesterday. The folks behind the No Plane No Gain website, which advocates for corporate jet usage as a way to spur the economy and improve productivity are offering free lapel pins to anyone who sends an email here. Be sure to tell them that footnoted.org sent you!

Monday, Jun 15, 2009 at 9:52 am by Michelle Leder
Amazon at the Friday night dump…

friday-night-dumpLate Friday, Amazon (AMZN) took a trip to the SEC filings dump and filed this 8-K announcing it had finally settled the five year-old lawsuit with Toys R Us for $51 million. The filing was just one sentence, but because the settlement “substantially all of which was unanticipated” in Amazon’s words, the stock is down so far this morning.

We first footnoted that lawsuit nearly three years ago, picking it up in a Toys R Us filing. At the time, Amazon had sought to move the case to Washington state, where it is based, as opposed to New Jersey, where Toys R Us is based and the legal maneuvering continued over the past few years.

Then, in Amazon’s most recent 10-Q filed on April 24, it disclosed that an appellate court had sent the case back to trial court to award damages and that Toys R Us was seeking $93 million, which Amazon said was “grossly overstated”. Back in April, Amazon gave indications that it planned to continue fighting, so the $51 million settlement is a bit of a surprise.

Left unsaid, or perhaps hard to really calculate, are the legal fees over the past five years involved with this long drawn out case. How much did Amazon spend trying to fight this case? That number is no doubt buried in the SG&A and we’re betting it was pretty sizable.

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Friday, Jun 12, 2009 at 7:27 am by Michelle Leder
On Nathan’s and Coney Island…

images4Being a Brooklyn girl, I couldn’t pass up the opportunity to take a closer look at Nathan’s (NATH) 10-K. Back when I was a science geek (instead of an SEC filings geek), I spent two summers working at the New York Aquarium in Coney Island and wound up eating at Nathan’s more than a few times.

One of the things that surprised me was the number of hot-dog eating contests that are now being held around the country. Long before it became a spectator sport on ESPN, the Fourth of July contest used to be this local event that would maybe generate some coverage in the Bay News (another former employer). But now that there’s 18 regional events around the country (up from 13 just three years ago), the contest (and the various feeder — ha! — events) have become a huge media event, which, of course, generates lots of cheap publicity for Nathan’s.

Also interesting to me in the filing was that the uncertainties over the future of Coney Island — in a nutshell a developer wanted to turn it into a clone of the Mall of America before the economy cratered — have become a risk factor for Nathan’s. Here’s how they phrase it:

The original, flagship Nathan’s Famous restaurant is located in the Coney Island amusement district in Coney Island, New York. We believe that customer traffic at this location depends, in part, on the operation of the various area amusements and attractions. One such attraction, the Astroland Amusement Park, has reportedly been closed permanently as of September 2008. Additionally, the City of New York and a private real estate developer have proposed competing plans to redevelop the entire Coney Island amusement district. We are unable to determine the impact of the closing of Astroland and/or the redevelopment of the Coney Island amusement district; however, any substantial decrease in the number of visitors to Coney Island would likely have a material adverse effect on our financial results.

Once upon a time, I used to joke that I wanted to get married in Nathan’s back room (my parents and Scott quickly vetoed that idea). But the Nathan’s in Coney Island remains a special place. Hopefully, the tussle over Coney Island’s future won’t reduce the famed back room to a distant memory.

Image source: Jeffrey Stanton

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