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mmiller

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  1. http://www.sec.gov/Archives/edgar/data/1067983/000107109811000003/xslF345X03/primary_doc.xml Donald Keough... over $2 mm worth mmiller
  2. http://noir.bloomberg.com/avp/avp.htm?N=av&T=Block%20Says%20Muddy%20Waters%20Still%20Short%20Sino-Forest%20Shares&clipSRC=mms://media2.bloomberg.com/cache/vOT3fgA4r6Mg.asf Not sure if this was already posted. mmiller
  3. To all the college students on the board... http://bltwy.msnbc.msn.com/politics/lunch-with-buffett-for-one-lucky-student-1685674.story It will be interesting to see how many entrants. The person that wins better take good notes! mmiller
  4. Some interesting background just released on the Lubrizol transaction: - Mr. Sokol initiated the idea - Mr. Sokol had been working on multiple ideas in multiple industries with Citi - Mr. Buffett would not raise his bid even $5 (of course) - Berkshire insisted on no go shop - Berhshire insisted on a minimum breakup of $200 mm You can find it in the just released Lubrizol proxy. I think this says much about Berkshire's deal making and the role of Mr. Sokol. mmiller
  5. http://finance.yahoo.com/news/Fremont-Michigan-InsuraCorp-prnews-742570257.html?x=0&.v=1 mmiller
  6. This is a bit long but i think it is an interesting case study. As a note... At that time the stock was about $14. It made its way to over $24 at one point this year! A Fastball Down the Middle Mr. Buffett is famous for the phrase, “The stock market is a no-called-strike game. You don’t have to swing at everything – you can wait for your pitch.” As you probably know, this is a philosophy to which we wholeheartedly subscribe. Though we’ve never tracked the statistic, a very small percentage of the companies we look at actually make it into the portfolio. Our ratio of swings to no-swings is quite low. And yet, those circumstances in which we fail to swing at a fastball down the middle hold tremendous value. A strike might not have been called, but sometimes a better, money-making decision could have been made. Mr. Buffett refers to these occasions as errors of omission. In this letter we will examine one such case. In the fall of last year we began to examine the story of Kirkland’s, Inc., a home decor retailer with mall and off-mall stores mainly in the South and Southeast. We were introduced to the company in a write-up on valueinvestorsclub.com in late October. The overall retail environment, especially for home goods, was at the time very challenging and while we were under no illusions that the retailing of home goods was or is a great business, there were several signals that something was wrong with the price at which Kirkland’s traded in the market. The items of note which attracted us to the thesis were:  Valuation  Recent significant insider purchases  Strong same-store sales  Improving margins  Strong upcoming cash flows Valuation is what gets us most interested in an idea, and there were reasons to believe the market price of Kirkland’s stock did not accurately represent the value of the company. At $2 per share, the market cap of the company was approximately $40 million. Given that the end of the fourth quarter represents the peak in cash flow generation, we believed that there was going to be significant amounts of net cash on the balance sheet, well over $20 million, at the end of their fiscal year. It might not have been appropriate to subtract all the cash to arrive at an enterprise value, as the company historically used equity to support part of its peak working capital needs, but suffice it to say there was going to be excess cash on the company’s balance sheet at the end of the year. Having demonstrated its ability to cut costs, deliver better margins and grow same-store sales, we believed there was a reasonable probability that the company would generate perhaps $10 million in operating income for the year ended in January 2009. We further believed that the company would continue to demonstrate strong year-over-year increases in income going into calendar year 2009. For all those prospects we could have paid something less than three times current-year estimated operating income. Ultimately, the decision we made was that the difficulty in the home goods retailing market and nature of the business overshadowed the likely low valuation and any of the other positive factors listed above. The improper weighting of those variables led to a poor decision. We did not swing. The business has progressed nicely, even a bit better than we had initially contemplated. The company ended its fiscal year with over $35 million in cash, having generated more than $11 million in operating income and the strong performance has continued as the company generated approximately $25 million in operating income in the twelve months ended August 1st, 2009. At the time of this writing the stock is quoted at nearly $14 per share, or approximately seven times its price of less than a year ago when we first became interested. Not swinging at Kirkland’s, a fastball down the middle, was clearly an error of omission. There were two crucial mistakes made. The first was not putting enough weight on two key variables: the significant insider purchases and the same-store sales. In early September 2008, members of senior management and the board purchased nearly 20% of the company’s shares from a private equity group, Advent International. Included in the purchasing group was one of the company’s founders, Carl Kirkland, who purchased 3.5 million shares at just under $2 per share. To not grasp the overriding importance of these purchases was a crucial mistake. We also did not put a high enough weight on the fact that the company was delivering strong same-store sales in a very difficult environment. In each of the three quarters ended on November 1, 2008, same-store sales were positive. In the retail climate that existed at the time, that was quite unique. Our second mistake was not contemplating a reduced level of portfolio allocation to compensate for the difficult climate and nature of the business. Little thought was given to making Kirkland’s a 5% position in the portfolio instead of our more typical 10%. No umpire called a strike when we decided not to make an investment in Kirkland’s last fall, though if there had been such an imaginary figure sitting over our shoulders, he would have done just that. And so given that there are no real umpires, we must play the role of the imaginary umpire ourselves. We must examine those pitches that we let go by, as we do those pitches at which we swing. For though we firmly believe that errors of commission are significantly more detrimental to our progress—and significantly more difficult to recover from given the math involved—than errors of omission, we analyze with equal vigor both types of mistakes in our quest to improve our decision-making process. One additional note: Kirkland’s serves as a rather remarkable example of an error of omission, but the truth is that mistakes will not always be revealed when reviewing past at bats which resulted in a pass. That is true even if the stock subsequently rises as significantly as did Kirkland’s. The key for us is to understand our decision-making process and improve it when needed, not to naively look to the market to tell us where we went wrong.
  7. Loeb Capital Management released a 13D after the close disclosing a 9.08% stake in FMMH. Here is the text of the letter they sent to the board: October 18, 2010 Board of Directors (“Board”) Fremont Michigan InsuraCorp, Inc. 933 East Main Street Fremont, Michigan 49412 To the Board of Directors: Loeb Arbitrage Management LP and Loeb Offshore Management LP, together doing business as Loeb Capital Management, and affiliated entities (collectively, “Loeb”) have management discretion over 160,600 shares of Fremont Michigan InsuraCorp, Inc. common stock (OTC: FMMH) (“Fremont”), or approximately 9% of the company. The recently-revised offer from Biglari Holdings Inc. (New York: BH) (“Biglari”) compels the Board to engage in a sincere process to maximize shareholder value; more to the point, Loeb thinks it is incumbent upon the Board, in keeping with its fiduciary duties to shareholders, to sell the company to the highest bidder. Fremont, an illiquid stock, has scarcely traded at or above its tangible book value per share during its capital market history. Fremont is substantially dependant on one state for its profits. With an A- rating from A.M. Best Company (“A.M. Best”) and a premiums-to-surplus ratio of roughly 1.4x, prospects for growth, and therefore multiple expansion, are limited. The management of Fremont has put forth a strategic plan to achieve USD 100 million of direct premiums by 2013. It is not clear that the company can reach this level of premium production without an equity financing or loss of its current A.M. Best rating. Assuming everything goes according to management’s plan (a potentially unreasonable leap of faith) and assuming a 95% combined ratio, Loeb estimates that this premium level could produce operating earnings per share of $3.00. The offer from Biglari represents a P/E multiple of nearly 10x prospective 2013 earnings. Considering the earnings multiples of comparable regional insurers, Loeb thinks it unlikely that the company on its own merits would trade at a valuation of 10x P/E in the marketplace. As a significant shareholder of Fremont, Loeb is not in favor of further tactics that put off potential buyers of the company. It is time to put aside mechanisms and campaigns such as a poison pill with a low trigger, a staggered Board and a concerted effort to secure legislation limiting shareholder rights. Again, the Board owes shareholders a fiduciary duty to maximize the value of the company, particularly in light of the current circumstances. A path has been provided for the Board to maximize value for the owners of an illiquid equity in the near term. Please note that this letter should not create the understanding that Loeb would accept an offer of $29.00 per share; rather, Loeb is simply of the opinion that Biglari’s offer is credible and that the valuation is high enough to be a springboard for a value maximization process. Loeb reserves its rights as a shareholder to take such actions to secure value maximization. Further, we hereby request a meeting with the CEO and Chairman of the Board of Fremont as soon as is practicable but in any event no later than October 29, 2010. Please contact Alexander H. McMillan, General Counsel at (212) 483-7069 to arrange such a meeting. Additionally, we request that Fremont raise the ownership threshold which triggers its poison pill, thereby allowing Loeb to increase its holdings (notwithstanding the necessary approvals from the Michigan Office of Financial and Insurance Services). Finally, please note that Loeb reserves the right to buy or sell stock. Thank you for your immediate attention to our request. Sincerely, /s/ Gideon J. King Gideon King President, Chief Investment Officer /s/ Blaine Marder Blaine Marder Vice
  8. The just released letter from Mr. Buffett to the BOD at Wesco... Berkshire Hathaway Inc. 1440 Kiewit Plaza Omaha, Nebraska 68131 Telephone (402) 346-1400 Facsimile (402) 346-0476 September 1, 2010 Board of Directors Wesco Financial Corporation 301 East Colorado Blvd., Suite 300 Pasadena, CA 91101 Dear Board: As you know, Berkshire and I made a filing with the Securities and Exchange Commission last week announcing our interest in acquiring the shares of Wesco Financial Corporation that we don’t already own. I’m writing you this letter to provide you with a proposal for you to consider. 1. I want the transaction to be tax-free for any Wesco stockholder who wants it to be. Thus, each Wesco stockholder would be able to choose between shares of Berkshire Class B common stock or the equivalent cash value, in whatever proportions they choose, without issuance of fractional Class B shares. 2. The price per Wesco share would be based on the per share shareholders’ equity of Wesco determined reasonably contemporaneous with the closing. That’s what we think of as “book value”. To determine shareholders’ equity we would start with shareholders’ equity as stated in the September 30, 2010 Wesco unaudited financial statements (assuming a 2010 closing) and adjust that based on (i) an estimate of retained earnings from October 1 to the date of the special meeting and (ii) changes in the fair value of investment securities carried at fair value in Wesco’s financial statements as of a date shortly before the special meeting, adjusted to reflect associated changes in deferred tax liability. Accretion of interest or dividend income would be “single-counted” in (i) or (ii), but not in both, in accordance with Wesco’s normal practices. Per share shareholders’ equity would be obtained by dividing shareholders’ equity by the number of outstanding shares of Wesco, which we assume will be the 7,119,807 shares outstanding today. If the transaction is approved, the closing would occur promptly after conclusion of the special meeting. The foregoing will determine the cash price per share. To determine the exchange ratio of Wesco-into-Berkshire Class B stock, we would divide this cash price per share by the volume weighted average price (“VWAP”) of Berkshire’s Class B common stock over a period ending shortly before the special meeting. 3. Given the various relationships between Berkshire and Wesco, we expect that you will form a special committee of the Board of Directors to consider this proposal. We will not move forward with a transaction unless it is approved by the special committee (or by a majority of the independent directors, if you do not form a special committee). 4. There are a few other conditions to our proposal as well. We will not do a transaction unless it is approved by a majority of the shares of Wesco voted at the meeting that are not owned by Berkshire. The transaction is also subject to the approval of Berkshire’s Board of Directors. 5. We anticipate that the deal would be structured as a merger of Wesco with a direct or indirect wholly owned subsidiary of Berkshire. We would like to be in a position to close the merger before the end of this year. We believe that this proposal is in the best interests of Wesco and its minority stockholders. Our proposal provides them with the ability to receive shares of Berkshire stock on a tax-free basis, which will allow them to participate not only in the future of Wesco, but also in the future of all of Berkshire. You should be aware that, due to Wesco’s existing interrelationships with Berkshire, particularly in reinsurance, Berkshire is not interested in selling its Wesco shares to a third party. We believe the price we are offering is fair, and consequently have no interest in effecting a transaction at a higher price. But if the special committee or holders of a majority of the non-Berkshire-owned shares of Wesco disagree with our evaluation, there will be no hard feelings on our part. Wesco will continue as an 80.1%-owned subsidiary of Berkshire, and will operate as it does presently. It will have the same relationships with Berkshire that it enjoys today, with its present management working to increase its value in a manner that benefits equally both Berkshire and public shareholders. The lawyers told me to remind you that this is a non-binding proposal, and that no formal agreement between us with respect to the proposal will be created until the definitive documentation has been executed and approved by our respective Boards of Directors. If you have any questions about the proposal, please don’t hesitate to call me. Sincerely, /s/ Warren E. Buffett Warren E. Buffett
  9. From the just released 13D/A... "On August 25, 2010, Berkshire’s management determined to propose to Wesco a cash-stock election transaction in which it would acquire the remaining 19.9% of the shares of Wesco that it does not presently own in exchange for Berkshire Class B shares and/or cash valued at the book value per share of Wesco as of a time reasonably contemporaneous with the closing of such a transaction." After just 30+ years!! mmiller
  10. MidAmerican just filed an 8-K relating to the equity commitment between Berkshire and MidAmerican. As it mentions below the companies are extending the agreement and reducing the equity commitment. The equity commitment is down to $2 billion from $3.5 billion. I am not quite sure if this really means anything, but Mr. Buffett or MidAmerican had to consciously make a decision to alter, fairly significantly, this dollar amount. Item 1.01. Entry into a Material Definitive Agreement MidAmerican Energy Holdings Company (“MidAmerican”) is a consolidated subsidiary of Berkshire Hathaway Inc. (“Berkshire”). On March 23, 2010, Berkshire and MidAmerican amended the Equity Commitment Agreement previously entered into on March 1, 2006 and filed with the United States Securities and Exchange Commission (“SEC”). Such amendment extends the term of the Equity Commitment Agreement from February 28, 2011 to February 28, 2014, and reduces the Maximum Equity Amount from $3.5 billion to $2.0 billion effective as of March 1, 2011. All other terms and conditions contained in the Equity Commitment Agreement shall continue in full force and effect.
  11. As per MAAL... You might like to read: http://www.chanticleeradvisors.com/files/107293/Interview%20with%20Tim%20Klusas%20President%20The%20Marketing%20Alliance.pdf http://www.chanticleeradvisors.com/files/757505/Marketing%20Alliance%20Inc%20-%20Buffet%20Group%20Presentation.pdf
  12. As to Bexil... The drop in BV that people see is due to the previously mentioned loan that was agreed to for the exercise of options. Per GAAP, this increases the shares outstanding while at the same time provides no credit on the asset side of the balance sheet for the monies owed. If you look back, it was only until the most recent 12-15 months when treasury rates got so low that Bexil began to report small losses each quarter. I am not concerned about the burn rate and believe BV has not really declined as much as it would appear. While the last 12 months would have seemed like an opportune time to deploy that capital, I have no problem waiting for the company to find a fat pitch. As to Marketing Alliance... This is one of those types of situations where it really takes some detective work. I have met with Tim Klusas, President of MAAL, and his team on multiple occassions. I speak to him at least once a quarter. I believe he is a great manager. Of course he is unknown and at a small company, but he is great nonetheless. The company will provide to shareholders audited statements upon request. I have personally reviewed audited statements for the past several years. I think anyone wondering about the accuracy of the statements out to consider, as one data point, the company's track record of dividend payments. The company has paid a dividend every year since 1999. These are significant dividends which didn't require additional capital raising to provide. Also, by my count there are only 37 non-bank companies traded on the Pink Sheets that currently have a dividend yield. This company is part of a select group of Pink Sheet companies. MAAL is not an insurance company so they do not have to provide statements to a state regulatory comission. The company provides back office and pooling production services to life insurance agents across the country. While this is slighly beyond the scope of the question asked, I believe MAAL is one of the very best businessses I have every studied. I would be happy to provide a more detailed opinion as to why that is if it would interest the board. mmiller
  13. While this is by no means an exhaustive discussion of the relevant points when it comes to the thesis for Winmill and Bexil I, would make the following comments: - We do not believe there has been a graudal erosion of value at Bexil. Its cash is still quite valuable. - The investment Bexil made in York Insurance Services was, in our opinion, fairly successful. We calculate that over a 4 year period Bexil made nearly 17 times its money (pre-tax) on a cash basis, including dividends and capital gains. - We think that the decision to be quite picky about an acquisition since the sale of York in 2006 was the right decision. To be fair though, we thought 2008 and 2009 would have been the perfect time to deploy Bexil’s capital. - Mr. Winmill is looking to acquire a business for Bexil at an amazing bargain. I have met with Mr. Winmill and can confirm how dedicated he is to this. - At Bexil, the accounting treatment of the recent “loan” to shareholders for options leads to an understatement of true book value. This is not to say that the accounting treatment is misguided, but the loan cannot be included as an asset. We fully expect that at some point in the future after a deal is completed that the loan will be repaid. At this point, the only thing the loan is doing is keeping Bexil from collecting a bit over $2 mm from the exercise of those options. We do not believe that is a big problem. - Despite not reporting results, an observer may be able to triangulate an approximate idea of what the sum of the parts of Winmill might be worth. It is not difficult to come to a number, in our opinion, that is a multiple of the current price. - Investment Partners raises some very good points. We are less concerned with what is happening at Bexil as we are at the non-reporting status of Winmill. - Given that both Bexil and Winmill are trading at what we believe are significant discounts to liquidation value and the potential upside in each we are willing to commit a small portion of our capital. Each is intentionally a small position because of a few of the concerns and the fact that there appears to be no catalyst. mmiller
  14. I saw in the paper today that Bill Gates has lauched a website that provides insight into what he is learning about and reading about. I have yet to go through the whole site, but so far it appears to be a rather good resource from a rather good mind. Perhaps he can get Mr. Buffett to do the same thing! Here is the link... http://www.thegatesnotes.com/Default.aspx mmiller
  15. In an interesting move it appears based on two Form 4's filed yesterday that Mr. Lampert has distributed, pro rata, his funds' shares in Sears to the partners. I'm not sure yet if the distribution included all shares, but it is an interesting move for those that follow the company. mmiller
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