veritas-twj
17年前
02/12/08 : SYMZ : SYMS Reregistering with the Securities and Exchange Commission Will Seek NASDAQ Listing
SECAUCUS, N.J.--(BUSINESS WIRE)--February 12, 2008 SYMS Corp
(PINK SHEETS: SYMZ), a leading off-price retailer, today announced that it is reregistering its common stock with the SEC. Moreover, although the Company believes that its listing on the Pink Sheets provided more than enough liquidity for the Company's shareholders, it will apply to list its shares on the NASDAQ.
In order to avoid the financial and administrative burdens associated with being a SEC reporting company, including those imposed by the Sarbanes-Oxley Act of 2002, the Company had previously filed the necessary papers to deregister its shares with the SEC and they had ceased trading on the New York Stock Exchange. The Company's Board of Directors made the decision to deregister and delist only after multiple meetings of both the Board and a special committee of directors and with the assistance of its independent financial and legal advisors.
The Board firmly believes that its decision was the right one for the Company, because it would have resulted in substantial cost savings. It is unfortunate, however, that since the Board announced its decision, a small number of hedge fund investors have taken it upon themselves to wage an aggressive campaign to persuade shareholders to register small numbers of their shares in the names of multiple holders, thereby making it highly likely that the Company would be required under SEC rules to reregister its shares. Moreover, these same investors brought what the Company believes is a frivolous lawsuit attacking the Board's business judgment in authorizing the deregistration and delisting.
Although the Company is confident that its Board's business judgment would have been fully vindicated by the Court, in light of the campaign referred to above, the Company believes that the costs and expenses associated with continuing the litigation can no longer be justified.
Marcy Syms, the Chief Executive Officer of Syms Corp., stated, "We know our decision to deregister was the right decision for our Company and its shareholders. The Board engaged in a thoughtful and deliberate process and, with the assistance of its advisors, concluded that we could generate substantial savings while at the same time providing necessary liquidity to shareholders. Regrettably, some shareholders disagreed, sued, and mounted a concerted campaign to force the reregistration of our shares. We chose to deregister to save money. We are reregistering for the same reason. We have no intention of wasting further time and money on litigation. We are eager to get on with running the Company and serving our customers. As always, we will continue to look for opportunities to enhance value for all Syms shareholders."
About SYMS
Syms Corp currently operates a chain of thirty-three "off-price" apparel stores located throughout the Northeastern and Middle Atlantic regions and in the Midwest, Southeast and Southwest. Each Syms store offers a broad range of first quality, in-season merchandise bearing nationally recognized designer and brand-name labels.
CONTACT: Joele Frank, Wilkinson Brimmer Katcher Judith Wilkinson / Eric Brielmann 212-355-4449
Last Updated: February 12, 2008 16:30 EST
veritas-twj
17年前
01/28/2008 : SYMZ : SYMS to Mail Letter to Shareholders
January 28, 2008 - 6:06 PM EST
SYMS Corp (PINK SHEETS: SYMZ), a leading off-price retailer, today announced that it will begin mailing the following letter to shareholders:
January 28, 2008
Dear Fellow SYMS Shareholder,
I would like to update you on the status of our company since deregistering with the Securities and Exchange Commission (SEC) and provide some background on how your stock has traded since we delisted from the NYSE and moved to the Pink Sheets (www.pinksheets.com).
First, let me tell you that our move to the Pink Sheets was seamless. We have 25 market makers in SYMS stock and the average daily volume is about the same now as it was before our transition. As we assured you at the time of our decision, and as the daily volume underscores, there is more than enough liquidity provided by the Pink Sheets for a company with a “public float” of the size of SYMS.
Notwithstanding our deregistration, we will, of course, continue to publish relevant financial data on our website, www.SYMS.com. You can have complete confidence that SYMS will continue to provide you with the type of information which we have provided to you in the past so that you can make informed and intelligent decisions concerning your investment in our Company. While we have publicly committed to do so only through May 31, 2009, we have no intention to cease publicly providing information thereafter. Similarly, I want to assure you that my family and I have no intention of “taking the Company private.”
As you know, the NYSE delisting and the SEC deregistration are part of a well-thought out plan considered by the Board of Directors over many months with the assistance of two separate financial advisors whose input was received by an independent Board Committee. Our intention is to reduce costs at the corporate level imposed by what we consider to be onerous provisions of the Sarbanes-Oxley Act of 2002. Through this process, we expect to achieve annual savings of approximately $750,000. Importantly, we anticipate that those annual savings will drop straight to the bottom line, thereby increasing the profitability of our Company. Furthermore, management will be better able to focus its attention on running our 33 stores and serving our valued customers.
You may have seen recent media reports that several of SYMS’ shareholders affiliated with Barington Capital, as well as certain other entities acting in concert with Barington, have filed a lawsuit seeking to compel us to relist our shares on a major stock exchange and to continue to register our shares with the SEC. By extension, we would be forced to spend approximately $750,000 complying with provisions of the Sarbanes-Oxley Act of 2002 that we believe are both unduly burdensome and unnecessary. As you may know, Barington has a well-deserved reputation as a disgruntled shareholder, having filed “Schedule 13D” notices indicating an intention to seek to change the management or policies of about 25 companies in the last 10 years and has launched proxy contests to put its own candidates on boards of directors at about 15 public companies over the same period.
Given the significant financial benefits to SYMS and its shareholders of delisting and deregistration, we are puzzled by Barington’s ill-advised and costly actions. Frankly, given their track record, we are skeptical of their intentions. We believe that scouring for innovative opportunities to reduce costs is part of our Board and management team’s mandate and we are confident that our actions will result in substantial savings. We believe that Barington’s lawsuit is completely without merit and designed to advance some secret Barington agenda not yet publicly admitted or disclosed.
As always, we value your insights and we thank you for your continued support.
Yours truly,
/s/ Marcy Syms
Marcy Syms
Chief Executive Officer
About SYMS
Syms Corp currently operates a chain of thirty-three "off-price" apparel stores located throughout the Northeastern and Middle Atlantic regions and in the Midwest, Southeast and Southwest. Each Syms store offers a broad range of first quality, in-season merchandise bearing nationally recognized designer and brand-name labels.
Joele Frank, Wilkinson Brimmer Katcher
Judith Wilkinson / Eric Brielmann
212-355-4449
Source: Business Wire (January 28, 2008 - 6:06 PM EST)
veritas-twj
17年前
01/22/08 : SYMZ : Shareholder Group Demands Records of Syms Corp and Files Lawsuit Against the Board Of Directors Of The Company
NEW YORK, Jan. 22 /PRNewswire/ -- A group of shareholders lead by Barington Capital Group, L.P. and Esopus Creek Advisors LLC that owns over 9.8% of the outstanding shares of Syms Corp announced today that one of its members has delivered a letter to the Company demanding under the laws of the State of New Jersey a copy of the Company's shareholder register and other related records. This information will enable the member to determine whether the Company has 300 or more shareholders of record, either now or at any time prior to April 1, 2008.
Despite the protests of shareholders, the Company delisted from the New York Stock Exchange (NYSE) on January 14, 2008 and is attempting to deregister its shares under the federal securities laws on April 1, 2008. As the Company noted in its December 21, 2007 Form 8-K filing, 'The Company took such action voluntarily, based upon ownership by fewer than 300 holders of record of its shares, and not based on its receipt of any notice indicating that the Company failed to satisfy any rule or standard for continued listing on the NYSE nor because it was aware of any material noncompliance with the rules of the NYSE.' The Company's shares now trade on the pink sheets under the symbol 'SYMZ.'
The shareholder group believes that in approving these actions, the Board of Directors of Syms Corp has severely damaged shareholder value. Since the Company announced on December 21, 2007 that it was delisting and deregistering its shares, the price of Syms' stock has fallen by over 42%, destroying over $104 million in market capitalization. Members of the shareholder group have therefore begun the process of registering some of their shares in their own names as the Company may not deregister if it has 300 or more shareholders of record prior to April 1, 2008. The shareholder group encourages its fellow shareholders to contact the banks or brokerage firms that hold their shares and do the same. The shareholder group believes that there are over 1,000 shareholders of Syms Corp (most of whom have their shares registered in 'street name' rather than in their own name), approximately 200 of which are currently shareholders of record.
The shareholder group has also filed a lawsuit in the Superior Court of the State of New Jersey, Chancery Division - Bergen County, against the Board of Directors of the Company entitled Barington Companies Equity Partners, L.P., et al. v. Sy Syms, et al. The lawsuit alleges that the directors of Syms Corp breached their fiduciary duties in causing the Company to delist its common stock from the NYSE and by filing to deregister its shares under the federal securities laws. The lawsuit seeks, among other things, to enjoin the directors from causing the Company to deregister its common stock and to compel the directors to cause the Company to relist its shares on a nationwide securities exchange. While the shareholder group intends to vigorously pursue the litigation, there can be no assurance as to how, or when, it will be resolved.
About Barington Capital Group:
Barington Capital Group, L.P. is an investment firm that, through its affiliates, primarily invests in undervalued, small and mid-capitalization companies. Barington and its principals are experienced value-added investors who have taken active roles in assisting companies in creating or improving shareholder value. Barington and its affiliates have been shareholders of Syms Corp since February 2004 and own approximately 6.1% of the outstanding common stock of the Company.
About Esopus Creek Advisors:
Esopus Creek Advisors LLC is the investment advisor of Esopus Creek Value L.P., a private investment fund that invests on behalf of institutions and high net worth individuals. Esopus and/or its affiliates have been shareholders of Syms Corp since 2003 and own approximately 3.6% of the outstanding common stock of the Company.
SOURCE Barington Capital Group, L.P.
Source: PR Newswire (January 22, 2008 - 2:08 PM EST)
veritas-twj
17年前
01/15/08 : SYMZ : Syms Corp Shows Increased Trading on Pink Sheets
The following was a press release by the Company today on the first day of trading on the Pink Sheets... What the Company neglected to mention is the stock hit a new 1-year low of $7.50 during the day (the prior low was $10.39)... I suspect the Company was buying back shares all day under the previously announced Share Repurchase Program which is in effect through mid-2008...
Tom
***************************************************************
January 15, 2008 - 4:28 PM EST
Syms Corp. (PINK SHEETS: SYMZ), a leading off-price retailer, announced today that it has begun to see trading activity on its stock which is now listed on the Pink Sheets.
Volume on its first full day of trading exceeded 550,000 shares, representing over 12 times its normal trading volume. Shares were selling at a high of $10.85 per share, up 31% from its opening.
16 Market Makers, which included domestic as well as international traders, had placed bids for the company’s stock.
Financial data for the company is available on www.syms.com. Financial data and real time stock quotes are available on www.pinksheets.com.
Syms Corp currently operates a chain of thirty-three "off-price" apparel stores located throughout the Northeastern and Middle Atlantic regions and in the Midwest, Southeast and Southwest. Each Syms store offers a broad range of first quality, in-season merchandise bearing nationally recognized designer and brand-name labels.
Syms Corp.
Antone F. Moreira, 201-902-9600
Vice President, Treasurer
and Chief Financial Officer
Source: Business Wire (January 15, 2008 - 4:28 PM EST)
veritas-twj
17年前
01/07/08 : SYM : Syms Corp Reports Results for the Third Quarter
SECAUCUS, N.J., Jan 07, 2008 (BUSINESS WIRE) -- Syms Corp (NYSE:SYM), a leading off-price retailer, announced results today for its third quarter ended December 1, 2007.
For the third quarter ended December 1, 2007, the Company had a net profit of $1.3 million ($0.09 per share) as compared to a net profit of $2.0 million ($0.14 per share) for the 13-week period ended November 25, 2006. For the 39-week period ended December 1, 2007, the net profit was $.6 million ($0.04 per share) as compared to a net profit of $6.4 million ($0.44 per share) for the comparable period last year. In the first quarter ended May 27, 2006, the Company recorded a pre-tax gain on the sale of real estate amounting to approximately $10,424,000. This resulted from the sale of its stores located in Dallas, Texas and Rochester, New York. The Dallas store has been replaced by a leased property located in Plano, Texas.
For the third quarter ended December 1, 2007 same store sales increased .3% compared to the same period last year. For the 39-week period ended December 1, 2007, same store sales increased 2.1% compared to the same period last year.
Net sales for the third quarter ended December 1, 2007 decreased 3.8% to $70.0 million, compared to $72.8 million for the same period last year. Net sales for the 26-week period ended September 1, 2007 decreased 1.5% to $198.6 million for the comparable period last year.
Syms Corp currently operates a chain of thirty three "off-price" apparel stores located throughout the Northeastern and Middle Atlantic regions and in the Midwest, Southeast and Southwest. Each Syms store offers a broad range of first quality, in-season merchandise bearing nationally recognized designer and brand-name labels.
SYMS CORP
UNAUDITED STATEMENT OF OPERATIONS
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
Thirteen Thirteen Thirty- Thirty-nine
nine
Weeks Weeks Weeks Weeks
Ended Ended Ended Ended
12/1/2007 11/25/2006 12/1/2007 11/25/2006
---------- ----------- ---------- ------------
Net Sales $ 70,024 $ 72,767 $ 198,555 $ 236,806
Gross Margin 29,548 30,215 80,368 95,230
Operating Expenses 27,277 27,174 80,312 91,521
Gain on Sale of Real
Estate 0 0 0 (10,424)
Net Profit After Taxes $ 1,298 $ 2,004 $ 550 $ 8,984
========== =========== ========== ============
Net Profit Per Share -
Basic $ 0.09 $ 0.14 $ 0.04 $ 0.62
========== =========== ========== ============
Weighted Average
Shares Outstanding -
Basic 14,648 14,404 14,682 14,608
========== =========== ========== ============
SYMS CORP
UNAUDITED BALANCE SHEETS
(IN THOUSANDS)
December 1, November 25,
2007 2006
--------------- ------------------
ASSETS:
---------
Current Assets
Cash $ 13,642 $ 36,729
Receivables 2,921 3,910
Merchandise Inventory
- net 72,432 81,578
Other Current Assets 13,227 12,601
--------------- ------------------
Total Current Assets 102,222 134,818
Property & Equipment - Net 98,580 104,290
Other Assets 32,710 25,138
--------------- ------------------
Total Assets $233,512 $264,246
=============== ==================
Liabilities & Shareholder's
Equity:
-------------------------------
Accounts Payable $ 32,655 $ 38,771
Accrued Expenses 6,773 11,272
Other Current
Liabilities 745 5,449
--------------- ------------------
Total Current
Liabilities 40,173 55,492
Other Long Term Liabilities 1,271 1,668
Shareholders' Equity 192,068 207,086
--------------- ------------------
Total Liabilities & Capital $233,512 $264,246
=============== ==================
SOURCE: Syms Corp
CONTACT: Syms Corp
Antone F. Moreira, 201-902-9600
Vice President, Treasurer
and Chief Financial Officer
veritas-twj
17年前
01/02/08 : SYM : Stockholder Group Urges Syms Corp not to Deregister or Delist Company's Common Stock
Recommends that Fellow Stockholders Register their Shares to Halt Company Action
NEW YORK, Jan 02, 2008 /PRNewswire via COMTEX/ -- A group of stockholders lead by Barington Capital Group, L.P. and Esopus Creek Advisors LLC that owns over 9.7% of the outstanding shares of Syms Corp (NYSE: SYM) announced today that it has sent a letter to the Board of Directors of the Company. In the letter, the group asks the Board to reconsider its recent decision to deregister the Company's common stock under the federal securities laws and delist from the New York Stock Exchange, as the group believes that such actions will destroy shareholder value for the Company's public stockholders.
As the Company may not deregister if it has 300 or more stockholders of record, the stockholder group also recommends in the letter that its fellow stockholders contact the banks or brokerage firms that hold their shares and have such shares registered in their own names. The group believes that there are over 1,000 stockholders of Syms Corp, most of whom currently have their shares registered in "street name" rather than in their own name.
A copy of the letter is attached to this press release.
About Barington Capital Group:
Barington Capital Group, L.P. is an investment firm that, through its affiliates, primarily invests in undervalued, small and mid-capitalization companies. Barington and its principals are experienced value-added investors who have taken active roles in assisting companies in creating or improving shareholder value. Barington and its affiliates have been stockholders of Syms Corp since February 2004 and own approximately 6.1% of the outstanding common stock of the Company.
About Esopus Creek Advisors:
Esopus Creek Advisors LLC is the investment advisor of Esopus Creek Value L.P., a private investment fund that invests on behalf of institutions and high net worth individuals. Esopus seeks to achieve superior returns using a hybrid value approach. Esopus and/or its affiliates have been stockholders of Syms Corp since 2003 and own approximately 3.5% of the outstanding common stock of the Company.
* * * * *
Barington Capital Group, L.P. Esopus Creek Advisors LLC
888 Seventh Avenue 500 Fifth Avenue
New York, New York 10019 New York, New York 10110
January 2, 2008
The Board of Directors
Syms Corp
Syms Way
Secaucus, New Jersey 07094
To the Board of Directors of Syms Corp:
We are representatives of a group of stockholders that owns over 9.7% of the outstanding shares of Syms Corp. As long-term investors in the Company, we are extremely displeased with the Company's recent decision to deregister its common stock under the federal securities laws and delist from the New York Stock Exchange (NYSE), as it is clear to us that such actions will destroy shareholder value for the Company's public stockholders. This is evident from the impact the announcement has had on the Company's stock price: since the Company disclosed the contemplated delisting and deregistration in its Form 8-K filing on December 21, 2007, Syms' common stock has fallen by over 11%, destroying more than $27 million in market capitalization.
The reasons for this precipitous decline are straightforward. First, deregistration will suspend the Company's obligation to make routine public filings with the Securities and Exchange Commission (SEC). This will significantly harm stockholders as they will no longer be assured access to detailed financial and other information concerning their investment on a continuing basis (other than members of the Syms family who would have access to such information as members of the Company's management team). We take little comfort from the Company's assertion that it "intends" to make information available to the market (including audited financial statements) that is "generally equivalent" to that previously made in its filings with the SEC. If this is truly the case, then what is the need, or the benefit to stockholders, for deregistering?
Second, the delisting of the Company's common stock from a major exchange will negatively impact its liquidity, regardless of whether the shares will be available for trading on the pink sheets. In our view, the costs to the Company's stockholders of these destructive actions will not even begin to be offset by the estimated $750,000 in annual savings. While we are generally supportive of efforts to reduce expenses, we are surprised that the Board would consider cutting costs in areas that are so damaging to the public stockholders that it has a fiduciary duty to protect. As an alternative, we recommend that the Board consider listing the Company's common stock on the Nasdaq Stock Market, which is generally less costly than the NYSE, as well as explore ways to reduce operating expenses and monetize the Company's valuable real estate holdings.
While the Company may currently have less than 300 stockholders of record, it is our understanding that there are more than 1,000 beneficial stockholders, most of them choosing to hold their shares in "street name" through a bank or brokerage firm. Following our receipt of the Company's December 21, 2007 Form 8-K filing, we have begun the process of registering some of our shareholdings in our names, and encourage other stockholders to do the same as the Company may not deregister if it has 300 or more stockholders of record. Despite the minor inconvenience to us and our fellow stockholders of having to register all or a portion of our shares, we believe it is worth the effort if it prevents the Company from taking actions that would be harmful to our mutual interests as investors in a publicly traded company.
In light of the disproportionately negative impact the delisting and deregistration of the Company's common stock would have on its public stockholders, we strongly urge the Board to reconsider its decision. We would appreciate the opportunity to discuss our concerns in more detail with the Company's independent directors as soon as possible. Please let us know when they are available to meet with us.
Sincerely,
James A. Mitarotonda Andrew L. Sole
Chairman and CEO Managing Member
Barington Capital Group, L.P. Esopus Creek Advisors LLC
SOURCE Barington Capital Group, L.P.
URL: http://www.barington.com
www.prnewswire.com
veritas-twj
17年前
12/21/07 : SYM : Syms Corp Announces Plans to Delist from the New York Stock Exchange and SEC Deregistration
SECAUCUS, N.J., Dec 21, 2007 (BUSINESS WIRE) -- Syms Corp (NYSE:SYM), a leading off-price retailer, announced today that it would voluntarily delist its shares of common stock from trading on the New York Stock Exchange ("NYSE") and, based upon ownership by fewer than 300 holders of record of its shares, deregister its common stock under the federal securities laws.
Once the shares are delisted from the NYSE, the Company expects that its shares will trade on the Pink Sheets, LLC (Pink Sheets), an electronic network through which participating broker-dealers can make markets, and enter orders to buy and sell shares of companies. At least one registered broker-dealer has indicated an intention to sponsor the Company's shares on the Pink Sheets, and to act as a market maker following delisting. The Company anticipates that there will be several additional market makers for the Company's shares following delisting.
The decision was made by the Company's full Board with the advice of the Company's financial advisor and after review by a Special Committee of independent directors of the Company's decision to delist. That Committee relied in part on the advice of independent financial and legal advisors in making its decision.
The Company is taking these actions principally to minimize financial and administrative burdens associated with being a Securities and Exchange Commission (the "SEC") reporting company and regulatory compliance under the Sarbanes-Oxley Act of 2002. The Company estimates that the savings in both direct and indirect costs associated with deregistration will be substantial on an ongoing basis and that the direct recurring annual savings will exceed $750,000. In addition, the Company also expects that management will be able to better focus its attention and resources on continuing to improve operations and enhancing shareholder value. Finally, based upon the current level of trading on the NYSE and the anticipated interest by broker-dealers in trading the Company's stock on the Pink Sheets, the Company does not anticipate any significant adverse change in the liquidity for the Company's stock.
Marcy Syms, the Chief Executive Officer of the Company, commented: "We believe the costs associated with being a SEC-registered company which is listed on the New York Stock Exchange outweigh the benefits. Moreover, we expect that trading on the Pink Sheets will continue to provide a platform and liquidity to our shareholders."
The Company expects that the deregistration will become effective within 90 days after its filing with the SEC. Although, the Company will thereafter have no further obligation to make filings with the SEC, it intends to make information available (including audited financial statements) to the market generally equivalent to that previously made in its filings with the SEC.
It anticipates posting such information, including financial statements, on the Company's web site, www.syms.com, and, if available to it, the web site of the Pink Sheets, www.pinksheets.com. The Company also does not intend to engage in a "going private" transaction. The Company refers the reader to its Form 8-K, being filed in connection with this press release, for additional information regarding its plans for disclosure and other matters.
Sy Syms, the Chairman of the Board of the Company, and Marcy Syms, the Chief Executive Officer/President and a Director of the Company, collectively own beneficially approximately 56.6% of the Company's outstanding Common Stock. This total includes shares owned in trust and as custodian as well as shares issuable upon exercise of presently exercisable stock options.
Syms Corp currently operates a chain of thirty-three "off-price" apparel stores located throughout the Northeastern and Middle Atlantic regions and in the Midwest, Southeast and Southwest. Each Syms store offers a broad range of first quality, in-season merchandise bearing nationally recognized designer and brand-name labels.
SOURCE: Syms Corp
CONTACT: Syms Corp
Antone F. Moreira, 201-902-9600
Vice President, Treasurer and Chief Financial Officer
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