Wyser-Pratte Requests Bank One and Babcock Borsig AG Investigation of Proposed HDW Transaction.Business Editors NEW YORK--(BUSINESS WIRE)--April 30, 2002 Guy Wyser-Pratte today sent the following letter to both, Jamie Dimon, Chairman and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of Bank One Ohio and Dr. Neuber, Chairman of the Supervisory Board of Babcock Borsig AG.: As an 8% shareholder of Babcock Borsig AG (BBX BBX Business Basic Extended BBX Business Barter Exchange BBX Blue Bell, Pennsylvania (Airport Code) BBX Blockbuster Express (UK video store) ), I am writing to you today to implore im·plore v. im·plored, im·plor·ing, im·plores v.tr. 1. To appeal to in supplication; beseech: implored the tribunal to have mercy. 2. you to conduct a thorough investigation regarding the proposed sale by BBX of its controlling interest in HDW HDW Hardware HDW Howaldtswerke-Deutsche Werft (German Shipbuilding Company) HDW Harley-Davidson of Washington HDW Hemoglobin Distribution Width HDW Hollow Dielectric Waveguide HDW High density satellite derived wind HDW Harvard Data Warehouse . I am enclosing a marketing brochure of Boulders Capital, which is replete with thought-provoking representations, strongly suggesting self-dealing as regards to BBX, Boulders Capital, and the CEO's of both BBX & Bank One Equity Partners (BOEP BOEP Bureau of Engraving and Printing ). The brochure reveals, for example: 1. Richard Cashin, CEO of BOEP, is/was a partner of Boulder Capital, of which Klaus Lederer is/was chairman and a shareholder. 2. Boulders Capital has previously handled two transactions involving the sale of BBX assets. Presumably pre·sum·a·ble adj. That can be presumed or taken for granted; reasonable as a supposition: presumable causes of the disaster. some part of the 5mm Euros in annual fees claimed to have been earned by Boulders can be attributed to these two transactions. 3. Boulders stated it has/had a contract covering all future divestments of BBX. 4. Boulders claims that BBX could be purchased at under 4x EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) A metric used to show a company's profitability, but not its cash flow. EBITDA became popular in the 1980s to show the potential profitability of leveraged buyouts, but has become , advertising, therefore, that it can be purchased cheap! 5. Boulders Capital was founded in September, 1999 by Klaus Lederer and Aldo Fozzati, listing amongst others, Richard Cashin as partner. 6. Boulders claims to be working on five additional BBX divestments. Is/was HDW one of these? These are just some of the more salient points raised by this brochure, all of which suggest a possible pattern of self-dealing, lack of arms-length bargaining and a plundering of BBX's assets. I am also enclosing for your perusal an article appearing in the May edition of "Manager Magazine" which is highly critical of Klaus Lederer and raises serious questions regarding his role in the sale of HDW as well as his stewardship of BBX. You owe a duty of loyalty to your respective shareholders and, if necessary, you must dutifully take appropriate action preventing the proposed sale by BBX of the controlling interest in HDW and removing Klaus Lederer as CEO of HDW. |
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