Testifying yesterday at a civil trial in Delaware Chancery Court (
Shelf Awareness, May 7, 2010), investor Ronald Burkle said the poison-pill plan that Barnes & Noble enacted to stop him from taking a larger share in the company "has imposed draconian restrictions on his ability to wage a potential proxy fight against the Riggio family which controls the bookseller," the
Wall Street Journal reported.
Burkle also called the shareholder-rights plan's rules "so confusing and far reaching that he hasn't even been returning the calls of other Barnes & Noble shareholders for fear of tripping certain regulations. He said his investment firm, Yucaipa Cos., may wage a proxy battle to replace three Barnes & Noble board members, but the rules have made it nearly impossible to determine if the proxy would pass," the
Journal wrote.
"It appears that rules were written to be vague," Burkle said. "If you step into anything that is a gray area, which in our opinion is almost everything, then the penalties are very, very draconian."
B&N adopted the rights plan last November to halt Burkle's rapid accumulation of shares. Yucaipa currently holds about 18.7% of B&N's outstanding shares.
Reuters reported that in his testimony, "Burkle said Yucaipa has never made an unsolicited bid for a company or waged a proxy contest, but may propose a slate of three directors for election to Barnes & Noble's board. He also said Yucaipa in October 2009 considered, but then decided against, pursuing a $25 per share buyout bid."
"I always thought it was a waste of time," Burkle said. "You have somebody who owns 38% of it. Unless they want to sell the company, you're not going to do anything. So I thought, it was an interesting exercise, but it had no value."
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Borders Group is holding a special shareholder meeting September 29, at which shareholders will vote on whether to approve the company's issuance of special stock to an entity controlled by Bennett S. LeBow, who became chairman of the company after making an $25 million investment in Borders in May.
LeBow's company is LeBow Gamma Limited Partnership, and under the proposal it will receive a stock purchase warrant exercisable to acquire 35.1 million shares of the company's common stock at a price of $2.25 per share. The proposal also calls for the issuance of the underlying 35.1 million warrant shares.
Shareholders will also vote on a proposal to require the company to obtain the consent of LeBow Gamma before it appoints, terminates or transfers the CEO or CFO or any executive officer or makes significant changes in their employment.
When LeBow made his $25-million investment, he received exactly 11,111,111 shares of common stock.
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Booksellers nationwide celebrated the ninth annual
Independents Week along with their customers, who demonstrated support for indie businesses on shirts, bags, and receipts.
Bookselling This Week reported that a little confusion had to be cleared up here and there, including a clarifying tweet from Sam Droke-Dickinson--co-owner of
Aaron's Books, Lititz, Pa.--who responded "after several people complained about the 'misspelling' on the store's sign" by tweeting: "Yes, we can spell 'independence.' "
Cathy Allard, owner of
BayShore Books, Oconto, Wis., said, "We have a front display with information about other participating businesses and books that tie in. For instance, we have The Perfect Wisconsin Lawn displayed with the address and phone number of Lawn Mower Layne, a local business that repairs small motors."
At the
Open Book, Westhampton Beach, N.Y., "customers wearing the store's T-shirts got 20% off their purchases. At
Mysterious Galaxy in San Diego, the discount was 17%, in honor of the store's 17th year in business,"
BTW noted.
"We passed out a coupon with each qualifying purchase," said Emily Pullen of
Skylight Books, Los Angeles, Calif. "It said 'Shop Indie Online: Get 20% off your web order when you enter this code in the comments field.' It seemed like a lot of people didn't realize that they could order online and pick up books in the store. This coupon not only told them they could do it, it gave them an incentive to try it out."
Since neighboring businesses did not have plans for Independents Week, "We made a flier of our favorite local businesses, a list of staff picks, if you will," Pullen added. "We tried to think of types of stores where consumers' mental default is a chain, and then we came up with alternatives--hardware stores, grocery stores, clothing stores, coffee shops, etc. We had the fliers around the store for people to pick up, and we passed them out with purchases."
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Monadnock Buy Local in Keene, N.H., has been awarded a $1,250
NEIBA Shop Local Grant by the New England Independent Booksellers Association. The Monadnock group, which now has 130 members, was formed in June 2009 and includes Willard Williams, owner of the
Toadstool Bookstores in Keene, Milford and Peterborough. Since the program began three years ago, NEIBA has awarded 14 grants, totaling $27,250, to 11 organizations.
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Obituary note: Kelly Marie Wells, a bookseller at the King's English Bookshop, Salt Lake City, Utah, died July 5 due to heart failure. She was 29. A tribute on the bookshop's
blog observed that "Kelly was brilliant, kind, and utterly besotted by books. Many of you will remember her beauty and her sweetness, but those of you who love books will remember the wide range of her knowledge as well as her absolute passion for good novels--and for anything that was well written.
"During the time she worked for us Kelly had made a splash in the book business nationally, known for her fierce love of fiction and children’s literature and for her enthusiasm for the business of books. We at The King’s English mourn her passing. We miss Kelly and always will."
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Little Shop of Stories, Decatur, Ga., celebrated its fifth birthday July 1, and
Bookselling This Week showcased the Pannell Award-winning children's bookshop, which will host a birthday party at the end of July with live music.
"We also want to have an open mic where customers can tell their favorite Little Shop memories," said co-owner Dave Shallenberger, who opened the shop with Diane Capriola in 2005 in a space shared with an ice cream store. "After a couple of years our business grew to the point where we began looking for our own location. We moved in April 2008 to our new space."
Shallenberger added that Decatur has always been a welcoming community. "We work closely with many local schools in terms of bringing in authors and doing book fairs. People here seem to understand that there are few children's bookstores that have survived the past couple of decades and have gone out of their way to support us."
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Advising readers to "set their literary calendars anew," the
Millions featured its "Most Anticipated Summer Reading 2010 and Beyond" list.
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"This spring, in ripe midlife, after years of thinking and talking about it, I finally rented a summer house of my own," wrote author Daphne Merkin in the
New York Times Home & Garden section, noting that she "hung a portrait of Virginia Woolf by Barbara Nahmad that I had acquired in Italy on my bedroom wall. This last was to remind myself that in between kitting out my house and making like Martha Stewart, I shouldn't forget that my real plan for the summer was to sequester myself with 'the lonely sea and the sky' in--hallelujah!--a rental of my own, and write."
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A recent study that found test subjects read printed books faster than digital formats (
Shelf Awareness, July 7, 2010) also discovered that participants said "the book was 'more relaxing' to use than the electronic devices. 'And they felt uncomfortable with the PC because it reminded them of work,'" the
Guardian wrote.
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Richard Francis, author most recently of
The Old Spring, which "tells the story of a day in the life of an English pub," chose his top 10 pubs in literature for the
Guardian.
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Effective this Monday, July 12, Steve Ross is joining Abrams Artists Agency as director of the newly formed book division. He will expand the agency's involvement in book agenting and publishing and head Abrams Author Services, a new entity for Abrams that will expand the consulting services Ross has been providing clients on his own.
Ross is former president and group publisher of the Collins division of HarperCollins and publisher of Random House's Crown division.
Ross commented: "While some authors and their work remain best suited for an established publishing company, others may benefit from a more personal, hands-on approach with a different financial structure, an approach only now possible thanks to the rapid proliferation of accessible options in such areas as self-publishing, digitization, and distribution. We see these as two distinct businesses, separate but inextricably intertwined, with the collective goal of maximizing the potential for each individual author."
Abrams has offices in Los Angeles and New York and represents clients in most parts of the entertainment industry. Its literary division represents writers, directors, composers, lyricists and designers in theater, film and TV.
As of Monday, Ross may be reached at
steve.ross@abramsartny.com; 646-486-4600.