0001105838-06-000024.txt : 20060911
0001105838-06-000024.hdr.sgml : 20060911
20060911171354
ACCESSION NUMBER:0001105838-06-000024
CONFORMED SUBMISSION TYPE:SC 13D/A
PUBLIC DOCUMENT COUNT:3
FILED AS OF DATE:20060911
DATE AS OF CHANGE:20060911
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME:ADVANCED MARKETING SERVICES INC
CENTRAL INDEX KEY:0000814580
STANDARD INDUSTRIAL CLASSIFICATION:WHOLESALE-MISCELLANEOUS NONDURABLE GOODS [5190]
IRS NUMBER:953768341
STATE OF INCORPORATION:DE
FISCAL YEAR END:0208
FILING VALUES:
FORM TYPE:SC 13D/A
SEC ACT:1934 Act
SEC FILE NUMBER:005-39108
FILM NUMBER:061084812
BUSINESS ADDRESS:
STREET 1:5880 OBERLIN DR STE 400
CITY:SAN DIEGO
STATE:CA
ZIP:92121
BUSINESS PHONE:8584572500
MAIL ADDRESS:
STREET 1:5880 0BERLIN DRIVE
STREET 2:SUITE 400
CITY:SAN DIEGO
STATE:CA
ZIP:92121
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME:ROBOTTI ROBERT
CENTRAL INDEX KEY:0001105838
FILING VALUES:
FORM TYPE:SC 13D/A
BUSINESS ADDRESS:
STREET 1:C/O ROBOTTI & COMPANY, INC
STREET 2:52 VANDERBILT AVENUE, SUITE 503
CITY:NEW YORK
STATE:NY
ZIP:10017
BUSINESS PHONE:212-986-4800
SC 13D/A
1
mkts13da4_robotti09112006.htm
ADVANCED MARKETING SERVICES, INC. SC 13D/A NO. 4 - R. ROBOTTI 09/11/2006
Advanced Marketing Services, Inc. SC13D/A No. 4 - R. Robotti 09/11/2006
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 4)*
Advanced Marketing Services, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
00753T 10 5
(CUSIP Number)
Robert E. Robotti
c/o Robotti & Company, Incorporated
52 Vanderbilt Avenue
New York, New York 10017
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 11, 2006
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be
sent.
(Continued on following pages)
(Page 1 of 13 Pages).
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Schedule 13D
CUSIP No. 00753T 10 5
Page 2 of 13 Pages
1.
Names of Reporting Persons
Robert E. Robotti
I.R.S. Identification Nos. of above persons (entities only)
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
[ ]
(b)
[ ]
3.
SEC Use Only
4.
Source of Funds (See Instructions)
AF
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
6.
Citizenship or Place of Organization
United States
Number of
7.
Sole Voting Power: -0-
Shares
Beneficially
8.
Shared Voting Power: 1,345,316
Owned by
Each
9.
Sole Dispositive Power: -0-
Reporting
Person With
10.
Shared Dispositive Power: 1,345,316
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,345,316
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13.
Percent of Class Represented by Amount in Row (11)
7.0%
14.
Type of Reporting Person (See Instructions)
IN, HC
Schedule 13D
CUSIP No. 00753T 10 5
Page 3 of 13 Pages
1.
Names of Reporting Persons
Robotti & Company, Incorporated
I.R.S. Identification Nos. of above persons (entities only)
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
[ ]
(b)
[ ]
3.
SEC Use Only
4.
Source of Funds (See Instructions)
WC
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
6.
Citizenship or Place of Organization
New York
Number of
7.
Sole Voting Power: -0-
Shares
Beneficially
8.
Shared Voting Power: 572,977
Owned by
Each
9.
Sole Dispositive Power: -0-
Reporting
Person With
10.
Shared Dispositive Power: 572,977
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
572,977
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13.
Percent of Class Represented by Amount in Row (11)
3.0%
14.
Type of Reporting Person (See Instructions)
CO, HC
Schedule 13D
CUSIP No. 00753T 10 5
Page 4 of 13 Pages
1.
Names of Reporting Persons
Robotti & Company, LLC
I.R.S. Identification Nos. of above persons (entities only)
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
[ ]
(b)
[ ]
3.
SEC Use Only
4.
Source of Funds (See Instructions)
WC
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
6.
Citizenship or Place of Organization
New York
Number of
7.
Sole Voting Power: -0-
Shares
Beneficially
8.
Shared Voting Power: 22,869
Owned by
Each
9.
Sole Dispositive Power: -0-
Reporting
Person With
10.
Shared Dispositive Power: 22,869
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
22,869
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13.
Percent of Class Represented by Amount in Row (11)
Less than 1%
14.
Type of Reporting Person (See Instructions)
OO
Schedule 13D
CUSIP No. 00753T 10 5
Page 5 of 13 Pages
1.
Names of Reporting Persons
Robotti & Company Advisors, LLC
I.R.S. Identification Nos. of above persons (entities only).
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
[ ]
(b)
[ ]
3.
SEC Use Only
4.
Source of Funds (See Instructions)
WC
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
6.
Citizenship or Place of Organization
New York
Number of
7.
Sole Voting Power: -0-
Shares
Beneficially
8.
Shared Voting Power: 550,108
Owned by
Each
9.
Sole Dispositive Power: -0-
Reporting
Person With
10.
Shared Dispositive Power: 550,108
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
550,108
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13.
Percent of Class Represented by Amount in Row (11)
2.9%
14.
Type of Reporting Person (See Instructions)
OO, IA
Schedule 13D
CUSIP No. 00753T 10 5
Page 6 of 13 Pages
1.
Names of Reporting Persons
Suzanne Robotti
I.R.S. Identification Nos. of above persons (entities only)
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
[ ]
(b)
[ ]
3.
SEC Use Only
4.
Source of Funds (See Instructions)
PF
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
6.
Citizenship or Place of Organization
United States
Number of
7.
Sole Voting Power: 9,358
Shares
Beneficially
8.
Shared Voting Power: -0-
Owned by
Each
9.
Sole Dispositive Power: 9,358
Reporting
Person With
10.
Shared Dispositive Power: -0-
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
9,358
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13.
Percent of Class Represented by Amount in Row (11)
Less than 1%
14.
Type of Reporting Person (See Instructions)
IN
Schedule 13D
CUSIP No. 00753T 10 5
Page 7 of 13 Pages
1.
Names of Reporting Persons.
Kenneth R. Wasiak
I.R.S. Identification Nos. of above persons (entities only).
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
[ ]
(b)
[ ]
3.
SEC Use Only
4.
Source of Funds (See Instructions)
AF
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
6.
Citizenship or Place of Organization
United States
Number of
7.
Sole Voting Power: -0-
Shares
Beneficially
8.
Shared Voting Power: 772,339
Owned by
Each
9.
Sole Dispositive Power: -0-
Reporting
Person With
10.
Shared Dispositive Power: 772,339
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
772,339
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13.
Percent of Class Represented by Amount in Row (11)
4.1%
14.
Type of Reporting Person (See Instructions)
IN, HC
Schedule 13D
CUSIP No. 00753T 10 5
Page 8 of 13 Pages
1.
Names of Reporting Persons.
Ravenswood Management Company, L.L.C.
I.R.S. Identification Nos. of above persons (entities only).
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
[ ]
(b)
[ ]
3.
SEC Use Only
4.
Source of Funds (See Instructions)
WC
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
6.
Citizenship or Place of Organization
New York
Number of
7.
Sole Voting Power: -0-
Shares
Beneficially
8.
Shared Voting Power: 772,339
Owned by
Each
9.
Sole Dispositive Power: -0-
Reporting
Person With
10.
Shared Dispositive Power: 772,339
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
772,339
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13.
Percent of Class Represented by Amount in Row (11)
4.1%
14.
Type of Reporting Person (See Instructions)
OO
Schedule 13D
CUSIP No. 00753T 10 5
Page 9 of 13 Pages
1.
Names of Reporting Persons.
The Ravenswood Investment Company, L.P.
I.R.S. Identification Nos. of above persons (entities only).
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
[ ]
(b)
[ ]
3.
SEC Use Only
4.
Source of Funds (See Instructions)
WC
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
6.
Citizenship or Place of Organization
New York
Number of
7.
Sole Voting Power: -0-
Shares
Beneficially
8.
Shared Voting Power: 772,339
Owned by
Each
9.
Sole Dispositive Power: -0-
Reporting
Person With
10.
Shared Dispositive Power: 772,339
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
772,339
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13.
Percent of Class Represented by Amount in Row (11)
4.1%
14.
Type of Reporting Person (See Instructions)
PN
Schedule 13D
CUSIP No. 00753T 10 5
Page 10 of 13 Pages
1.
Names of Reporting Persons.
Chris Sansone
I.R.S. Identification Nos. of above persons (entities only).
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
[ ]
(b)
[ ]
3.
SEC Use Only
4.
Source of Funds (See Instructions)
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
6.
Citizenship or Place of Organization
United States
Number of
7.
Sole Voting Power: -0-
Shares
Beneficially
8.
Shared Voting Power: -0-
Owned by
Each
9.
Sole Dispositive Power: -0-
Reporting
Person With
10.
Shared Dispositive Power: -0-
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13.
Percent of Class Represented by Amount in Row (11)
0%
14.
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13D
CUSIP No. 00753T 10 5
Page 11 of 13 Pages
This Statement of Beneficial Ownership on Schedule 13D/A Amendment No. 4 (this "Statement") is filed on behalf of the
Reporting Persons with the Securities and Exchange Commission (the "Commission"). This Statement amends as specifically stated herein the Schedule 13D/A Amendment No. 3 (the "Schedule 13D"), filed on September 7, 2006 with the Commission. Capitalized
terms used herein and not otherwise defined herein shall have the same meanings ascribed to them in the Schedule 13D.
Item 4.
Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended to add the following:
On September 11, 2006, the Ravenswood Investment Company, L.P. (“Ravenswood”)
filed with the Corporate Secretary of Advanced Marketing Services, Inc. (the “Company”) a written notice (the "Notice Letter") in accordance with Article II Section 2(c) of the bylaws (the "Bylaws") of the Company of its intent at the next annual meeting
of stockholders to propose a resolution requesting that the Board of Directors take all steps necessary to amend the Certificate of Incorporation and By-Laws to provide that Stockholders owning in the aggregate at least 10% of the outstanding shares of the Company's
Common Stock be permitted to call a special meeting of the Stockholders.
Ravenswood believes this proposal would improve Advanced Marketing's corporate
governance. Currently, the stockholders cannot call a special meeting of stockholders, as only a majority of the Board of Directors may call a special meeting. Advanced Marketing has not held a stockholders meeting in over three years. Thus, Advanced
Marketing's Board of Directors and management have not had to account to stockholders in over three years and Advanced Marketing's stockholders have not had the opportunity to vote for Directors in over three years. If Advanced Marketing's stockholders had the
right to call a meeting of stockholders, this could have been prevented. Delaware law does not permit the stockholders acting without the Board of Directors to change the Certificate of Incorporation to give stockholders the right to call a special
meeting. Accordingly, Ravenswood has decided to hold a referendum on this issue and put it to the Directors to take the necessary steps to permit stockholders to call special meetings.
Ravenswood believes that one or more holders owning 10% or more of the Company's Common Stock
is the proper minimum for stockholders to call a special meeting of stockholders. The Company's Shareholders' Rights Plan, or so called "Poison Pill," severely penalizes and thereby prevents stockholders from obtaining 15% or more of the shares of Common
Stock. Similarly, the "Poison Pill" prevents stockholders holding 15% or more of the shares of Common Stock from acting together. Accordingly, Ravenswood believes that the 10% ownership level is necessary to enable stockholders to be able to exercise the
ability to call a special meeting of stockholders.
In terms of day-to-day governance, the stockholders lose important rights, such as the ability
to remove directors or initiate a stockholders' resolution without having to wait for the next scheduled meeting, if they are unable to compel a special meeting. Ravenswood believes that providing the stockholders with the ability to compel a special meeting will
allow them to act more independently and increase their ability to hold the Board of Directors and Advanced Marketing's management accountable.
SCHEDULE 13D
CUSIP No. 00753T 10 5
Page 12 of 13 Pages
Item 7.
Materials To Be Filed As Exhibits:
The following documents are filed herewith or have been previously filed:
1. Joint Filing Agreement dated January 30, 2006 by and among Robert E. Robotti, Robotti & Company, Incorporated, Robotti & Company, LLC, Robotti & Company Advisors, LLC, Suzanne Robotti, Kenneth R.
Wasiak, Ravenswood Management Company, L.L.C. and The Ravenswood Investment Company, L.P.
2. Letter dated June 26, 2006 from The Ravenswood Investment Company, L.P. to Gary Lloyd, Esq., General Counsel, Advanced Marketing Services, Inc.
3. Letter dated September 5, 2006 from The Ravenswood Investment Company, L.P. to Advanced Marketing Services, Inc. with respect to the intent to nominate three persons for election as a Director (the "Nomination
Letter").
4. Letter dated September 5, 2006 from The Ravenswood Investment Company, L.P. to Robert Bartlett, Chairman of the Board of Advanced Marketing Services, Inc.
5. Letter dated September 5, 2006 from The Ravenswood Investment Company, L.P. to Advanced Marketing Services, Inc. demanding certain books and records of Advanced Marketing Services, Inc.
6. Indemnity Agreements dated September 5, 2006 by and between The Ravenswood Investment Company, L.P., on the one hand, and each of Robert E. Robotti, Suzanne Robotti and Chris Sansone, on the other hand (included
as Exhibit C to the Nomination Letter listed as Exhibit 3 above).
7. Amended and Restated Joint Filing Agreement dated September 5, 2006 by and among Robert E. Robotti, Robotti & Company, Incorporated, Robotti & Company, LLC, Robotti & Company Advisors, LLC, Suzanne
Robotti, Kenneth R. Wasiak, Chris Sansone, Ravenswood Management Company, L.L.C. and The Ravenswood Investment Company, L.P. (included as Exhibit D to the Nomination Letter listed as Exhibit 3 above).
8. Consents each of Robert E. Robotti, Suzanne Robotti and Chris Sansone with respect to their nomination as Directors of Advanced Marketing Services, Inc. (included as Exhibit E to the Nomination Letter listed as
Exhibit 3 above).
9. Letter dated September 11, 2006 from The Ravenswood Investment Company, L.P. to Advanced Marketing Services, Inc. with respect to its intent to propose a resolution of stockholders at the next Annual Meeting of
Stockholders.
SCHEDULE 13D
CUSIP No. 00753T 10 5
Page 13 of 13 Pages
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date:
September 11, 2006
Robotti & Company, Incorporated
/s/ Robert E. Robotti
By:
/s/ Robert E. Robotti
Robert E. Robotti
Name: Robert E. Robotti
Title: President and Treasurer
Robotti & Company, LLC
Robotti & Company Advisors, LLC
/s/ Robert E. Robotti
By:
/s/ Robert E. Robotti
Name: Robert E. Robotti
Name: Robert E. Robotti
Title: President and Treasurer
Title: President and Treasurer
/s/ Suzanne Robotti
/s/ Kenneth R. Wasiak
Suzanne Robotti
Kenneth R. Wasiak
Ravenswood Management Company, L.L.C.
The Ravenswood Investment Company, L.P.
/s/ Robert E. Robotti
By:
Ravenswood Management Company, L.L.C.
Name: Robert E. Robotti
Its General Partner
Title: Managing Member
By:
/s/ Robert E. Robotti
Name: Robert E. Robotti
Title: Managing Member
/s/ Chris Sansone
Chris Sansone
EX-9
2
mkts13da4_robotti09112006ex9.htm
ADVANCED MARKETING SERVICES, INC. SC 13D/A NO. 4 EXHIBIT 9 - R. ROBOTTI 09/11/2006
Advanced Marketing Services, Inc. SC13D/A No. 4 Exhibit 9 - R. Robotti 09/11/2006
SCHEDULE 13D
CUSIP No. 00753T 10 5
Page 1 of 3 Pages
EXHIBIT 9
Ravenswood Investment Company, L.P.
52 Vanderbilt Avenue
New York New York 10017
212-986-4800
September 11, 2006
VIA FACSIMILE AND UPS NEXT DAY
Advanced Marketing Services, Inc.
5880 Oberlin Drive
San Diego, California 92121
Attn: Corporate Secretary
RE: Stockholders Notice of Intent to Move Business Proposal
Ladies and Gentlemen:
In accordance with Article II Section 2(c) of the bylaws (the "Bylaws") of Advanced Marketing Services, Inc. (the "Company"), filed as an exhibit to the Current Report on Form 8-K filed by the Company with the Securities and
Exchange Commission on February 8, 2006, The Ravenswood Investment Company, L.P. (the "Fund" or "Ravenswood"), hereby submits this written notice (this "Notice") of its intent to conduct the business detailed herein at the next Annual Meeting of Stockholders, or any
other meeting of stockholders held (or consent solicitation engaged in) in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the "Annual Meeting").
I.
Name and Address of Stockholder; Holder of Record.
The Fund is the record owner of 10,000 shares of common stock, $0.01 par value per share ("Common Stock"), of the Company and the
beneficial owner of an additional 762,339 shares of Common Stock (such 772,339 shares representing approximately 4.1% of the outstanding shares of Common Stock). The Fund intends to continue to hold these shares through the date of the Annual Meeting. The
business address of the Fund is 52 Vanderbilt Avenue, New York, New York, 10017. The Fund hereby represents that it intends to appear in person or by proxy at the Annual Meeting to move the business proposal set forth in Section II below.
II.
Business to be Conducted; Reasons.
The Fund hereby gives notice that it intends to present the following business at the Annual Meeting. The Fund therefore requires of
the Company that these matters be included amongst the purposes of the Annual Meeting when the Company gives notice of the Annual Meeting, and hereby requests that the Company confirm that it will do so.
RESOLVED, that the Stockholders request the Board of Directors to take all steps necessary to amend the Certificate of Incorporation
and By-Laws to provide that Stockholders owning in the aggregate at least 10% of the outstanding shares of the Company's Common Stock shall be permitted to call a special meeting of the Stockholders.
SCHEDULE 13D
CUSIP No. 00753T 10 5
Page 2 of 3 Pages
The Fund believes this proposal would improve Advanced Marketing's corporate governance. Currently, the stockholders cannot call
a special meeting of stockholders, as only a majority of the Board of Directors may call a special meeting. Advanced Marketing has not held a stockholders meeting in over three years. Thus, Advanced Marketing's Board of Directors and management have not had to
account to stockholders in over three years and Advanced Marketing's stockholders have not had the opportunity to vote for Directors in over three years. If Advanced Marketing's stockholders had the right to call a meeting of stockholders, this could have been
prevented. Delaware law does not permit the stockholders acting without the Board of Directors to change the Certificate of Incorporation to give stockholders the right to call a special meeting. Accordingly, the Fund has decided to hold a referendum on
this issue and put it to the Directors to take the necessary steps to permit stockholders to call special meetings.
The Fund believes that one or more holders owning 10% or more of the Company's Common Stock is the proper minimum for stockholders to
call a special meeting of stockholders. The Company's Shareholders' Rights Plan, or so called "Poison Pill," severely penalizes and thereby prevents stockholders from obtaining 15% or more of the shares of Common Stock. Similarly, the "Poison Pill"
prevents stockholders holding 15% or more of the shares of Common Stock from acting together. Accordingly, the Fund believes that the 10% ownership level is necessary to enable stockholders to be able to exercise the ability to call a special meeting of
stockholders.
In terms of day-to-day governance, the stockholders lose important rights, such as the ability to remove directors or initiate a
stockholders' resolution without having to wait for the next scheduled meeting, if they are unable to compel a special meeting. The Fund believes that providing the stockholders with the ability to compel a special meeting will allow them to act more independently
and increase their ability to hold the Board of Directors and Advanced Marketing's management accountable. A stockholder vote will be required to amend the Company's Certificate of Incorporation to allow the stockholders to call a special meeting.
III.
Interest of the Fund in Such Business.
The Fund has no interest in the business to be brought before the Annual Meeting other than the interest which it shares in common with
all other owners of Common Stock, namely, an interest in seeing the Company achieve financial prosperity and its participation through its shares of Common Stock in the creation of shareholder value.
IV.
Additional Matters.
This notice (this "Notice") is given pursuant to the requirements set forth in Article II Section 2(c) of the Bylaws. According
to Article II Section 2(c) of the Bylaws, where an annual meeting is held more than 30 days after the anniversary date of the preceding annual meeting, notice is timely if received by the Secretary by the later of the 75th day prior to the forthcoming
meeting date and the close of business on the 30th day following the date on which the Company first makes public disclosure of the meeting date. The Company has not had an annual meeting of stockholders since 2003. The Company has not made
public disclosure of the meeting date. Accordingly, the Fund's notice is being delivered within the constraints of such deadlines. The Fund does not acknowledge the validity of the procedures set forth in Article II Section 2(c) of the Bylaws and the
execution and delivery of this notice, and any additional information, by or on behalf of the Fund shall not be deemed to constitute a waiver of the Fund's right to contest the validity of such procedures.
The information included in this Notice represents the Fund's best knowledge as of the date hereof. The Fund reserves the right, in the event such information shall be or become inaccurate, to provide corrective
information to the Company as soon as reasonably practicable, although the Fund does not commit to update any information that may change from and after the date hereof.
If you believe that this Notice for any reason is defective in any respect, the Fund requests that you so notify it no later than noon (New York time) on September 14, 2006 by contacting Matthew J. Day, Esq. by telephone at
(212) 673-0484 or by facsimile at (646) 349-5783.
SCHEDULE 13D
CUSIP No. 00753T 10 5
Page 3 of 3 Pages
Please direct any questions regarding the information contained in this Notice to Matthew J. Day, Esq., 380 Lexington Avenue, Suite 1700, New York, New York 10168 by telephone at (212) 673-0484.
Very truly yours,
The Ravenswood Investment Company, LP
By: /s/ Robert E. Robotti
Name: Robert E. Robotti
Title: Managing Member of Ravenswood Management
Company, L.L.C., which serves as the General Partner of
The Ravenswood Investment Company, L.P.
(The remainder of this page was intentionally left blank)