The Official Activist Investing Blog (TM): Featured Proxy Contest: Barnes & Noble (BKS) v. Yucaipa Companies

Barnes & Noble Announces Preliminary Results of Annual Meeting.

All three Yucaipa nominees defeated

Yucaipa vows to continue to press for change and calls on Len Riggio to support buyout bids higher than he might make.
Click here to read Yucaipa's press release.

BACKGROUND

Since early 2009, Hedge Fund Solutions has been closely following billionaire investor Ronald Burkle, founder of The Yucaipa Companies, and his activist campaign targeting Barnes & Noble (BKS).

The Official Activist Investing Blog will be publishing important documents concerning the proxy fight right up until its conclusion (annual shareholder meeting: September 28, 2010). This information includes shareholder correspondence papers, such as "fight letter" issued in press statements and mailed to shareholders; shareholder presentations filed with the SEC and presented to proxy vote advisory firms; relevant ligation cases; and more.

SHAREHOLDER COMMUNICATIONS

Proxy Statements:

9/21/10 BKS revises definitive proxy statement (with supplemental info regarding participants)

8/25/10 BKS Definitive Proxy Statement

8/24/10 Yucaipa Definitive Proxy Statement

Fight Letters:

9/21/10 Yucaipa files letter to shareholders (ISS Recommends "For" Yucaipa)

9/21/10 BKS files letter to shareholders

9/21/10 BKS Chairman letter to shareholders

9/16/10 CEO of BKS letter to shareholders (BKS Strategic Plan Objectives)

9/13/10 Yucaipa letter to shareholders ("Enough with the Fiction")

9/13/10 BKS letter to shareholders

9/9/10 BKS letter to shareholders (highlighting board steps to increase value)

9/1/10 BKS letter to shareholders (The Future of Barnes & Noble is at Stake")

8/30/10 Yucaipa letter to shareholders ("Don't Be Misled By Barnes & Noble")

8/25/10 BKS letter to shareholders ("Protect Your Investment in Barnes & Noble")

8/24/10 Yucaipa letter to shareholders

Press Releases and Other Communications:

9/28/10 Yucaipa: Barnes & Noble Slate "Wins" Without Majority of Independent Votes
9/28/10 Barnes & Noble Announces Preliminary Results of Annual Meeting (BKS nominees defeat Yucaipa)

9/27/10 BKS Responds to Yucaipa's Press Release (claims that BKS' special committee members are independent)

9/27/10 BKS Sends Reminder to Employees

9/27/10 Yucaipa Files Press Release (tells BKS shareholders that Leonard Riggio can't be trusted)

9/24/10 Reuters' Commentary on the Proxy Fight

9/24/10 Yucaipa Counter-Responds to BKS' Claims (criticizes BKS for "fear mongering")

9/24/10 BKS Responds to Yucaipa's Press Release (calls Yucaipa's press release "misleading")

9/23/10 Yucaipa Sends Letter to BKS Employees (calls on employees to vote against Riggio's wishes)

9/23/10 Yucaipa Sends Letter to BKS Employees

9/21/10 BKS Files Script for Calls with Employees

9/21/10 BKS Files Press Release (update on strategic review process + proxy advisory support + more)

9/21/10 Aletheia Research & Management Amends Schedule 13D SEC Filing

9/21/10 Yucaipa Files Press Release (calls on BKS stockholders to "Unlock Value")

9/21/10 BKS Comments On PROXY Governance's Recommendation

9/20/10 BKS Shareholder Conference Call Transcript

9/20/10 BKS Communicates Reminder to Employees

9/20/10 BKS Comments On Proxy Advisory Service Recommendations

9/20/10 Yucaipa Files Supplemental Investor Presentation

9/20/10 Yucaipa Files Transcript of Delaware Chancery Court's ruling on poison pill

9/20/10 Yucaipa Files Press Release (ISS supports Yucaipa)

9/17/10 BKS additional proxy statement materials (explanation of how to vote by proxy)

9/16/10 Yucaipa clarification for media (general response to media inquiries)

9/13/10 BKS Files Investor Presentation

9/9/10 BKS Files Quarterly Report

9/8/10 Yucaipa Files Investor Presentation

9/1/10 Yucaipa Calls "Ironic and Hypocritical" Barnes & Noble Letter "a Scare Tactic" That Won't Fool Stockholders

8/31/10 Barnes & Noble Communication to Employees (how to vote with management)

8/25/10 Barnes & Noble Commences Mailing of Proxy Statement for 2010 Annual Meeting

8/24/10 Barnes & Noble Strengthens Leadership Team for Digital and eCommerce Businesses

8/19/10 Barnes & Noble Nominates David G. Golden and DR. David A. Wilson For Election At Annual Meeting

8/3/10 Barnes & Noble to Evaluate Strategic Alternatives

Litigation:

9/2/10 Yucaipa Files Appeal in Barnes & Noble Poison Pill Case

8/12/10 Yucaipa Comments on Delaware Litigation Decision

5/5/10 Yucaipa Lawsuit Against Barnes & Noble Over Poison Pill

ACTIVIST INVESTOR INFORMATION:

The Yucaipa Companies (Ron Burkle):

Seeking three board seats on eleven member board; increasing threshold on the poison pill to 30%; forming partnership with technology company; and getting BKS to buy out at least part of its competitor, Borders Group, Inc.

YUCAIPA DIRECTOR NOMINEES:

Ron Burkle

Stephen Bollenbach

Michael McQuary

BARNES & NOBLE DIRECTOR NOMINEES:

Leonard Riggio

David G. Golden

David A. Wilson

TOP 5 INVESTORS:

Leonard Riggio (29.8%; voting: 28.2%)

Ronald Burkle (18.8%)

Aletheia Research and Management (15.1%)