Date
|
|
Buy / Sell
|
|
Buyer / Seller
|
|
No of Shares
|
|
|
Price per share
|
|
|
|
|
|
|
|
|
|
|
|
|
2/1/2011
|
|
SELL
|
|
Rudolf
|
|
|
13700
|
|
|
|
3.8027
|
|
2/7/2011
|
|
SELL
|
|
Rudolf
|
|
|
2200
|
|
|
|
3.8309
|
|
2/8/2011
|
|
SELL
|
|
Rudolf
|
|
|
2935
|
|
|
|
3.84
|
|
2/9/2011
|
|
SELL
|
|
Summit Capital Management LLC
|
|
|
5500
|
|
|
|
4.0012
|
|
2/9/2011
|
|
SELL
|
|
Rudolf
|
|
|
4400
|
|
|
|
3.85
|
|
2/10/2011
|
|
SELL
|
|
Summit Capital Management LLC
|
|
|
5000
|
|
|
|
4.0223
|
|
2/11/2011
|
|
SELL
|
|
Summit Capital Management LLC
|
|
|
15000
|
|
|
|
4.0367
|
|
2/16/2011
|
|
SELL
|
|
Summit Capital Management LLC
|
|
|
3000
|
|
|
|
4.06
|
|
2/17/2011
|
|
SELL
|
|
Summit Capital Management LLC
|
|
|
16000
|
|
|
|
4.2895
|
|
2/22/2011
|
|
SELL
|
|
Summit Capital Management LLC
|
|
|
18000
|
|
|
|
4.241
|
|
2/28/2011
|
|
SELL
|
|
Summit Capital Management LLC
|
|
|
500
|
|
|
|
4.23
|
|
3/10/2011
|
|
SELL
|
|
Summit Capital Management LLC
|
|
|
10200
|
|
|
|
4.01
|
|
3/11/2011
|
|
SELL
|
|
Summit Capital Management LLC
|
|
|
1610
|
|
|
|
4.0094
|
|
3/14/2011
|
|
SELL
|
|
Summit Capital Management LLC
|
|
|
100
|
|
|
|
4
|
|
3/15/2011
|
|
SELL
|
|
Summit Capital Management LLC
|
|
|
23090
|
|
|
|
3.9142
|
|
3/22/2011
|
|
BUY
|
|
Summit World Partners Fund LP
|
|
|
17685
|
|
|
|
3.7727
|
|
3/23/2011
|
|
BUY
|
|
Rudolf
|
|
|
10000
|
|
|
|
3.7461
|
|
3/23/2011
|
|
BUY
|
|
Summit World Partners Fund LP
|
|
|
2315
|
|
|
|
3.7461
|
|
3/25/2011
|
|
SELL
|
|
Summit Capital Management LLC
|
|
|
29000
|
|
|
|
4.0626
|
|
4/13/2011
|
|
SELL
|
|
Summit Capital Management LLC
|
|
|
10000
|
|
|
|
4.1275
|
|
ITEM 5(d).
|
No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock held by the Reporting Persons.
|
ITEM 6.
|
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER:
Except as otherwise set forth herein, the Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to the securities of the Company.
|
ITEM 7.
|
MATERIALS TO BE FILES AS EXHIBITS:
Joint Filing Agreement by and among the Reporting Persons.
|
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
SUMMIT CAPITAL MANAGEMENT LLC
|
|
|
|
|
|
Date: April 14, 2011
|
By:
|
/s/ John C. Rudolf
|
|
|
|
John C. Rudolf
|
|
|
|
President
|
|
|
SUMMIT SPECIAL SITUATIONS FUND GP LLC
|
|
|
|
|
|
Date: April 14, 2011
|
By:
|
/s/ John C. Rudolf
|
|
|
|
John C. Rudolf
|
|
|
|
Managing Member
|
|
|
SUMMIT SPECIAL SITUATIONS FUND LP
|
|
|
|
|
|
Date: April 14, 2011
|
By:
|
/s/ John C. Rudolf
|
|
|
|
John C. Rudolf
|
|
|
|
Managing Member
|
|
|
SUMMIT WORLD PARTNERS FUND LP
|
|
|
|
|
|
Date: April 14, 2011
|
By:
|
/s/ John C. Rudolf
|
|
|
|
John C. Rudolf
|
|
|
|
Managing Member
|
|
|
John C. Rudolf
|
|
|
|
|
|
Date: April 14, 2011
|
By:
|
/s/ John C. Rudolf
|
|
|
|
John C. Rudolf
|
|
Attention—Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.
S.C. 1001)
EXHIBIT I
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of LaBranche & Co Inc. and that this Agreement be included as an Exhibit to such joint filing.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14 th day of April, 2011.
SUMMIT CAPITAL MANAGEMENT, LLC
|
|
|
|
|
By:
|
/s/ John C. Rudolf
|
|
|
John C. Rudolf
|
|
|
President
|
|
SUMMIT SPECIAL SITUATIONS GP, LLC
|
|
|
|
|
By:
|
/s/ John C. Rudolf
|
|
|
John C. Rudolf
|
|
|
Managing Member
|
|
SUMMIT SPECIAL SITUATIONS FUND, LP
|
|
|
|
|
By:
|
Summit Special Situations GP, LLC
|
|
|
|
|
By:
|
/s/ John C. Rudolf
|
|
|
John C. Rudolf
|
|
|
Managing Member
|
|
SUMMIT WORLD PARTNERS FUND, LP
|
|
|
|
|
By:
|
Summit Special Situations GP, LLC
|
|
|
|
|
By:
|
/s/ John C. Rudolf
|
|
|
John C. Rudolf
|
|
|
Managing Member
|
|
RUDOLF
By:
|
/s/ John C. Rudolf
|
|
|
John C. Rudolf
|
|
EXHIBIT II
March 28, 2011
Mr. George M. L. LaBranche, IV
Chairman, CEO and President
33 Whitehall Street
New York, NY 10004
Summit Capital, its funds, and separately managed accounts are substantial and long term oriented shareholders of LaBranche, currently owning 2,787,300 shares, or approximately 6.8% of the company. Our investment in LaBranche was based on two significant factors: (1) the large discount in the stock price relative to the net asset value and book value of the business; and, (2) the belief that LaBranche management and the Board would act as dedicated fiduciaries to deliver and enhance shareholder value for shareholders.
After careful and thoughtful review of the proposed merger with the Cowen Group, we have become increasingly concerned about this transaction. At this time, we have no intention of voting in favor of this merger proposal. We believe the proposed transaction significantly undervalues LaBranche shares and increases the risk to the LaBranche shareholders, a dreadful combination. We also find it difficult to comprehend how independent Board members can come to the conclusion that this is the best outcome for the non-family owners of the company.
This merger proposal is perplexing on many counts. While it is wholly disconcerting to face the prospect of receiving a significant discount relative to the net asset value of LaBranche, our initial concern was the prospect of trading our undervalued LaBranche shares for the relatively illiquid Cowen shares. After reviewing Cowen’s recently filed 2010 10k, we are very concerned by Cowen’s significant operating losses for the last three years and by the company’s complex balance sheet. Thus, we cannot imagine how the Board of LaBranche, or anyone, would vote to exchange Labranche shares currently worth approximately $5 a share in net assets (plus perhaps an additional book value of 50 cents a share, and an indeterminate value for LaBranche’s substantial net operating losses), for the closely held and illiquid Cowen shares currently trading at roughly $4 per share.
Additionally, Cowen recently announced a restructuring of the company’s financial and business ownership and operating arrangement with Ramius, a substantial hedge fund business. The Ramius business is a very important business for Cowen and this restructuring creates significant uncertainty regarding the current value and prospects for Cowen, and likely diminishes the value of Cowen Group going forward. This uncertainty and complexity is no doubt one of the causes for the relative underperformance in the Cowen shares.
Therefore, due to our lack of confidence and uncertainty in the present and future prospects of Cowen and the discount we would receive relative to the LaBranche current net asset value, we believe the Board of LaBranche should immediately cancel the flawed and inadequate merger proposal with Cowen. In its stead, the Board should immediately institute a Dutch Tender
for 40-50% of all LaBranche shares at the same price and terms as the Dutch Tender carried out last year at $4.60. This proposed Dutch Tender would create immediate and substantial liquidity and value for those LaBranche shareholders desiring liquidity while also creating substantial accretive value for the shareholders who wish to remain owners of LaBranche.
Thank you for your attention to this letter, which I request that you share with all LaBranche Board members. We look forward to the opportunity to discuss these issues with you in more detail.
Sincerely yours,
John C. Rudolf
JCR:vs
cc: Katherine Elizabeth Dietze, Director
Donald E. Kiernan, Director
Stuart M. Robbins, Director
Alfred O. Hayward, Jr., Director
Jeffrey A. McCutcheon, SVP and CFO