Comments on: Some good timing on Bowne…

By: RiskMonkey

RiskMonkey — Fri, 05 Mar 2010 00:07:36 +0000

“Unless they hold over 10% of the oustanding shares, persons eligible to file on Schedule 13G are only required to do so within 45 days after the end of the calendar year in which they crossed the 5% threshold.”

So the 13Gs that are filed throughout the year are for transparency? Why doesn’t everyone just file between Jan 01, YYYY and Feb 15, YYYY of the following year?

Sorry if it’s a basic question, but I’m learning SEC forms, (and how to analyze them).

By: Michelle Leder

Michelle Leder — Tue, 02 Mar 2010 17:52:02 +0000

It’s always nice to hear from footnoted readers who are smarter than me, especially when it comes to filings that I don’t read too often. I did confuse the rules on 13Gs and 13Ds here and have corrected the post to reflect that. I also went back and looked at the 13Fs for these four funds and found that three of the four funds bought the stock sometime during the third quarter of 2009. Only Lord Abbett has held shares since December 2008.

By: anon

anon — Mon, 01 Mar 2010 18:47:24 +0000

Unless they hold over 10% of the oustanding shares, persons eligible to file on Schedule 13G are only required to do so within 45 days after the end of the calendar year in which they crossed the 5% threshold. Accordingly, this “near-perfect timing” suggests only that these investors were complying with the SEC filing deadline, and says nothing about the timing of their acquisitions of Bowne shares.

Some digging in their Form 13Fs probably would give you a better clue about their timing, but I’d guess all of them had invested before any serious M&A discussions began.

By: Tiny Tim

Tiny Tim — Mon, 01 Mar 2010 15:36:19 +0000

OK that is for sure a smoking gun! Wow…

By: Michelle Leder

Michelle Leder — Thu, 25 Feb 2010 19:45:52 +0000

@TinyTim: Looking back at all the 13G filings for Bowne, there was only 1 new filing for all of 2009, so four in the same month seems a bit of a statistical anomaly. There were also 4 amended 13Gs in 2009.

I never meant to imply a smoking gun — that’s not the job of footnoted. But it certainly seems like a a curious coincidence.

By: Tiny Tim

Tiny Tim — Thu, 25 Feb 2010 18:01:48 +0000

I have no idea but is a score of 4 13Gs a month particularly above average for an oft-rumoured target stock?
Perhaps it is, in which case the point is valid, but you should state that rather than just say “a number of funds… …with perfect timing.”

Also, how many funds crossed the other way and went under 5% with less than perfect timing?

To insinuate a smoking gun you need to give us a baseline!

By: F Graham

F Graham — Thu, 25 Feb 2010 17:57:27 +0000

Interesting. At last count there were 5 of those shareholder law firms with news
releases about the deal. Usually 1 or 2. 5 in same afternoon is fast. Must feel there are some burned bagholders who’d stand for some court action. All 5 with the usual weasel word “investigation” – possible breaches of fiduciary duty and other violations of state law. Complaints like Company didn’t shop around enough for better price and all that typical dribble that either never gets to court or if so is thrown out.
Guess there’s a shortage of ambulances due to show day.