Friday, August 18, 2006

Overview
Schedule 13D is a required filing (within 10 days) for anyone who acquires beneficial ownership in a public company. Beneficial ownership is defined as one entity holding more than 5% of the company's total shares.

Form Uses
Investors should always read any 13D filings that are made by companies in which they are invested. These reports will show you who owns the majority of the company's shares and, perhaps more importantly, why they have an interest in the company. Obviously anyone holding a majority stake in the company has interests that are almost always aligned with the smaller shareholders. These filings are often a precursor to hostile takeovers, company breakups, and other unusual events that could result in quick gains for longs.

Reading the Form
Schedule 13D consists of seven different sections:

  1. Security and Issuer - This section contains basic information regarding the type and class the security and the contact information of the owner.
  2. Identity and Background - This section contains even more background into the owner, including if they were involved in any criminal activity in the past.
  3. Source and Amount of Funds or Other Considerations - This section lets investors know where the money is coming from. The most important use for this section is in determining if a buyout situation is overleveraged, when a majority of the purchase is leveraged or borrowed capital.
  4. Purpose of Transaction - This is the most important portion of the 13D filing. It allows you to see why they are buying shares in the company, whether it be for acquisition, hostile takeover, proxy war, or simply because they believe it is undervalued.
  5. Interest in Securities of the Issuer - This section states the express purpose of the transaction, which should be explained better in section 4 (Purpose of Transaction).
  6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer - This section contains any special relationships between the owner and the company. This is important to be sure that the buying is legitimate and not just a friend purchasing stock or the result of some other agreement.
  7. Materials to Be Filed as Exhibits - This is the second most important section. It contains any exhibits that may be filed along with the form. This is famously used for the filing of letters to management in the event of a hostile takeover. Exhibits can also elaborate on the Purpose of Transaction (Section 4).

8/18/2006 5:57:45 PM UTC  #    Comments [0]  |  Trackback

Overview
Form 8-K a very broad form used to notify investors of any unscheduled material event that is important to shareholders or the SEC. This is one of the most common types of forms filed with the SEC.

Form Uses
Form 8k is used to notify investors of a current event. These events include:

  • Material agreements
  • Bankruptcies
  • Asset movement
  • Result of operations and financial condition
  • Financial obligations
  • Material impairments
  • Delisting or transfer exchange notices
  • Unregistered equity sales
  • Modifications to shareholder rights
  • Change in accountant
  • SEC investigations and internal reviews
  • Financial non-reliance notices
  • Changes in control of the company
  • Departure or appointment of company officers
  • Ammendments to company bylaws or other similar documents
  • Trading suspension
  • Change in credit
  • Change in company status
  • Other events
  • Financial exhibits
Investors should always read any 8-K filings that are made by companies in which they are invested. These reports are both material and relevent to the company, and often contain information that will affect the share price.

Reading the Form
Typically an 8-K filing will only have two major parts. They are:

  1. The name and description of the event - this contains all the information that the company feels is relevent to shareholders and the SEC. It is important to read this information over, as it has been deemed "material" by the company.
  2. Any exhibits that are relevent - these exhibits may include financial statements, press releases, data tables, or other information that is referenced in the description of the event.

8/18/2006 2:25:58 PM UTC  #    Comments [0]  |  Trackback
 Friday, August 11, 2006

Overview
This is a required filing for all directors, officers, and beneficial owners of a company, disclosing their transactions and holdings. The form contains the filer’s information, the amount of securities beneficially owned, and an itemized list of each individual transaction. In order to assure the form is timely, the SEC requires that the form be filed before the end of the second business day following the day on which the transaction occurs.

Form Uses
Form 4 is best used to track insider buying and selling. Key things to watch are:
· How much ownership those close to the company have – Typically companies that have a higher insider ownership perform better because the company’s future is tied to their future.
· The timing of the purchase and sale of “common stock” – Buying and selling common stock involves owners using their own money. The theory is that those close to the company have the best knowledge of the company’s condition, and therefore should serve as a reliable indicator of future company strength.
· The usage of options, grants, and other compensation/awards given to executives – Executives that cash in their options, grants, and other forms of compensation are often seen as having a lack of faith in the company. Heavy selling can indicate trouble ahead.

Reading the Form
There are seven major sections in the Form 4 filing. They are:

1. Title of Security – This simply indicates the type of security, which may include “common stock”, “preferred stock”, or derivatives.
2. Transaction Date – This is the date that the transaction took place.
3. Transaction Code – This is a code that indicates the type of transaction. See the “Transaction Codes” section below for more information.
4. Securities Acquired/Disposed – This section indicates whether the securities were bought or sold, how many shares were transacted, and the total value of the transaction.
5. Amount of Securities Beneficially Owned Following the Transaction – This section indicates the total number of share owned by the filer including the shares bought in the listed transaction.
6. Ownership Form – This indicates the type of ownership. Directly owned securities indicate those held in the reporting person’s name or in the name of a bank, broker, or nominee for the account of the reporting person. If the owner has a contract, understanding, or relationship that permits their shares to be held in the name of another person, then the owner is an indirect owner of the securities.
7. Nature of Indirect Beneficial Ownership – This section sheds light on the relationship, contract, or understanding of indirect ownership.

Transaction Codes
Each transaction listed on the Form 4 filing has a transaction code, which can help you determine the type of securities being transacted. Here is a list of each transaction code:

General Transaction Codes
P – Open market or private purchase of securities
S – Open market or private sale of securities
V – Transaction voluntarily reported earlier than required

Rule 16b-3 Transaction Codes
A – Grant, award, or other acquisition
D – Sale (or disposition) back to the issuer of the securities
F – Payment of exercise price or tax liability by delivering or withholding securities
I – Discretionary transaction, which is an order to the broker to execute the transaction at the best possible price
M – Exercise of conversion of derivative security

Derivative Securities Codes
C – Conversion of derivative security (usually options)
E – Expiration of short derivative position (usually options)
H – Expiration (or cancellation) of long derivative position with value received (usually options)
O – Exercise of out-of-the-money derivative securities (usually options)
X – Exercise of in-the-money or at-the-money derivatives securities (usually options)

Other Sections 16b Exempt Transactions and Small Acquisition Codes
G – Bona fide gift
L – Small Acquisition
W – Acquisition or disposition by will or laws of descent and distribution
Z – Deposit into or withdrawal from voting trust

Other Transaction Codes
J – Other acquisition or disposition (transaction described in footnotes)
K – Transaction in equity swap or similar instrument
U – Disposition due to a tender of shares in a change of control transaction

 

8/11/2006 1:49:32 PM UTC  #    Comments [0]  |  Trackback