Author Topic: BH - Biglari Holdings  (Read 1134423 times)

rmitz

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Re: BH - Biglari Holdings
« Reply #10 on: April 19, 2012, 06:39:41 AM »
[Interesting:

"We want shareholders who share our owner mentality to support us; only then can we be positioned to implement triumphant, value-maximizing ideas. I pledge in return that Biglari Holdings will not sell a single share of Cracker Barrel stock. If we should decide to do so — again, we have no such plans — we would first issue a press release to notify all shareholders quite far in advance (i.e., minimum of two weeks). In other words, we will not take advantage of you."

The fact that he had to say that says volumes, doesn't it?


Junto

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Re: BH - Biglari Holdings
« Reply #11 on: April 19, 2012, 11:06:00 AM »
[Interesting:

"We want shareholders who share our owner mentality to support us; only then can we be positioned to implement triumphant, value-maximizing ideas. I pledge in return that Biglari Holdings will not sell a single share of Cracker Barrel stock. If we should decide to do so — again, we have no such plans — we would first issue a press release to notify all shareholders quite far in advance (i.e., minimum of two weeks). In other words, we will not take advantage of you."

The fact that he had to say that says volumes, doesn't it?

Now you know he wants to take control similar to SNS. No debate after that letter. I find it is more profitable to be an investor in the target of Biglari than the BH itself. I have no skin in this game but been watching it develop. Fun reading either way.

dcollon

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Re: BH - Biglari Holdings
« Reply #12 on: April 24, 2012, 03:46:55 AM »
Was this Sardar and his family on the way home from the annual meeting?   ;) I couldn't resist.

"New Jersey removed two state troopers from active duty amid investigations into a high-speed caravan of Porsches, Lamborghinis and Ferraris led by police cruisers on the Garden State Parkway"

http://www.bloomberg.com/news/2012-04-24/n-j-suspends-two-state-troopers-amid-death-race-probes.html


bookie71

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Always remember, Pigs get fat and hogs get slaughtered.

Kuhndan

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Re: BH - Biglari Holdings
« Reply #14 on: August 16, 2012, 06:05:25 PM »
Sardar is at it again, requesting two Board seats on Cracker Barrel's Board. Excerpt from todays SEC filing:

On August 16, 2012, BH delivered a letter to the Secretary of the Issuer nominating Sardar Biglari and Philip L. Cooley to stand for election to the Board of Directors of the Issuer (the “Board”) at its 2012 annual meeting of stockholders (the “2012 Annual Meeting”).  The Reporting Persons have had and will continue to have discussions with the Issuer about representation on the Board.  The Reporting Persons continue to believe that the Board requires directors who have a meaningful ownership interest in the Issuer as well as highly consequential industry experience.  The Reporting Persons are committed to seeking such representation for the benefit of all shareholders without the need for a costly proxy contest. As a consequence, the Reporting Persons have communicated to the Issuer’s CEO and recently designated Independent Chairman their desire for two Board seats, their interest to work constructively with the Board, and their interest in avoiding a costly proxy contest. The Reporting Persons are awaiting the Issuer’s response and maintain that all shareholders’ best interests lie in a favorable outcome.

My bet is that he gets his seats. He's always interesting to watch.

bargainman

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Re: BH - Biglari Holdings
« Reply #15 on: August 16, 2012, 08:04:03 PM »
Sardar is at it again, requesting two Board seats on Cracker Barrel's Board. Excerpt from todays SEC filing:

On August 16, 2012, BH delivered a letter to the Secretary of the Issuer nominating Sardar Biglari and Philip L. Cooley to stand for election to the Board of Directors of the Issuer (the “Board”) at its 2012 annual meeting of stockholders (the “2012 Annual Meeting”).  The Reporting Persons have had and will continue to have discussions with the Issuer about representation on the Board.  The Reporting Persons continue to believe that the Board requires directors who have a meaningful ownership interest in the Issuer as well as highly consequential industry experience.  The Reporting Persons are committed to seeking such representation for the benefit of all shareholders without the need for a costly proxy contest. As a consequence, the Reporting Persons have communicated to the Issuer’s CEO and recently designated Independent Chairman their desire for two Board seats, their interest to work constructively with the Board, and their interest in avoiding a costly proxy contest. The Reporting Persons are awaiting the Issuer’s response and maintain that all shareholders’ best interests lie in a favorable outcome.

My bet is that he gets his seats. He's always interesting to watch.

Yeah at this stage I don't think anyone believe Sardar when he says he wants to 'work constructively' with anyone...

Greg

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Biglari Holdings-He has said that wants to treat shareholders well
« Reply #16 on: August 17, 2012, 05:20:54 PM »
Don't you like Biglari? He has said that he wants to treat his shareholders well.
For example:

"We are here to make money with you, not off you"-Warren Buffett, 1996 letter to shareholders.

"Not only will I refuse extra remuneration for the time I intend to commit, but I also will not accept any stock options. The reason is simple:We are one of the largest shareholders; thus, we plan to make money with you, not off you."-Sardar Biglari, 2008 letter to Steak N Shake shareholders.

dcollon

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Re: BH - Biglari Holdings
« Reply #17 on: October 08, 2012, 06:07:53 AM »
New Letter to CBRL:

Biglari Holdings Sends Letter To Cracker Barrel's Board On Discovery Of Discrepancy In Professed Experience Of Designated Chairman James Bradford
Monday, October 08, 2012 08:15:00 AM


SAN ANTONIO, TX, Oct. 8, 2012 /PRNewswire/ -- Biglari Holdings Inc. (NYSE: BH) today sent the following letter to the Board of Directors of Cracker Barrel Old Country Store, Inc. (NASDAQ: CBRL) regarding public filings and statements made by Cracker Barrel, including Chief Executive Officer Sandra B. Cochran, that highlight designated Chairman James W. Bradford's former experience as CEO of a New York Stock Exchange-listed company: 

October 8, 2012

Board of Directors
Cracker Barrel Old Country Store, Inc.
305 Hartmann Drive
Lebanon, Tennessee 37087

Dear Board of Directors:

Cracker Barrel's proxy statement filed with the Securities and Exchange Commission in connection with the Company's 2012 annual shareholders' meeting contains the following statement regarding the qualifications of James W. Bradford, Cracker Barrel's designated Chairman of the Board:  "An experienced corporate executive, Mr. Bradford previously served ... from 1992 to 1999 as President and Chief Executive Officer of AFG Industries Inc., which during his tenure was North America's largest vertically integrated glass manufacturing and fabrication company and was traded on the New York Stock Exchange (the 'NYSE')."

This assertion was repeated to investors at the Wells Fargo Retail & Restaurants Conference on October 2, 2012 by Cracker Barrel's Chief Executive Officer, Sandra Cochran, who stated that "Jim Bradford, who was the former CEO of [a] New York Stock Exchange company, and he's now the Dean of the Business School at Vanderbilt...."

Then on October 4, 2012, Ms. Cochran wrote a letter to shareholders highlighting the changes to the Board by stressing the experience of the incoming Chairman: "[Michael Woodhouse] will be succeeded by Jim Bradford, a former NYSE company CEO...."

As the largest shareholder of the Company, owning approximately 17.3% of the outstanding shares, we felt it was important for us to understand Mr. Bradford's performance as a purportedly former CEO of a public company, in view of his recent appointment as the incoming Chairman of the Board, as well as Ms. Cochran's statements underlining his position as "a former NYSE company CEO." However, a public search reveals that Mr. Bradford has never been CEO of a New York Stock Exchange company. In fact, we found that AFG Industries in 1988 was taken private, four years before Mr. Bradford was appointed CEO. 

The Company has claimed that Mr. Bradford was CEO of a NYSE company by way of SEC disclosures and statements from Ms. Cochran. The question for shareholders is whether Mr. Bradford was indeed CEO of a NYSE-listed company. If the answer is negative, then misrepresentations have been made in SEC filings, investor presentations, and a letter to shareholders. If Mr. Bradford has embellished his professional record, we believe this undermines his credibility. Therefore, the Board must determine whether Mr. Bradford should continue in his present capacity. After all, it is Mr. Bradford's, Ms. Cochran's and the full Board's responsibility to ensure the accuracy of the Company's public filings and statements. A Board must exercise diligence and care; such a material inaccuracy would be a failure on the part of the Board of Directors, especially the Nominating and Corporate Governance Committee, reflecting poorly on the entire Board's governance process.

In its proxy statement, Cracker Barrel claims to have strict procedures and standards and to have engaged in "significant efforts" to identify qualified candidates for director. Echoing its Corporate Governance Guidelines, Cracker Barrel states in its proxy statement:

"The Nominating and Corporate Governance Committee assesses a candidate's independence, background and experience.... The Nominating and Corporate Governance Committee recommends appropriate candidates with the goal that the Board of Directors be comprised of qualified individuals.... Individual directors and any person nominated to serve as a director should possess the highest moral integrity and should generally have had significant managerial experience in the form of being a current or former senior executive of a publicly traded or privately held company or similar business experience or training."

We certainly understand why the Board, in the midst of a proxy contest, would be interested in highlighting an accomplishment of a director, especially an incoming Chairman, who would have led a NYSE-listed company in the capacity of CEO. Initially we had no reason to doubt the Board or Mr. Bradford. We assumed that the Nominating and Corporate Governance Committee would have conducted a thorough background check on the incoming Chairman. It is certainly the obligation of the full Board, including that of Ms. Cochran, to be fully versed about Mr. Bradford's professional accomplishments. Assuming Mr. Bradford was required to complete Cracker Barrel's 22-page, 33-question director-and-officer questionnaire that Phil Cooley and I were required to submit in connection with our nomination to the Board, we believe that, at the very least, his responses to questions 3 and 33 should have shed light on his experience at the public company. (Enclosed with this letter is Cracker Barrel's questionnaire, which is especially voluminous.)

Should our concerns about the accuracy of Mr. Bradford's experience prove correct, then shareholders should seriously question the level of diligence and oversight exercised by Cracker Barrel's Board of Directors in the vitally important vetting process for identifying qualified directors, including the one director possessing the essential character and experience to serve as Chairman of the Board.

We hope that the Board can provide shareholders with a satisfactory explanation. In order to do so, we call upon the Board to conduct immediately an independent investigation to understand whether Mr. Bradford misrepresented his prior position to the Board and thereby led Ms. Cochran to misrepresent Mr. Bradford's credentials to the public. The investigation should also determine whether the Company's Code of Business Conduct and Ethics has been violated. We believe shareholders have a basic right to know the facts, including the correct answers to the following questions:

Did Mr. Bradford mislead the Board regarding his past experience and qualifications to serve as a director of Cracker Barrel?
Did Mr. Bradford's misrepresentations lead Ms. Cochran to misinform investors of his credentials in her October 4, 2012 letter to shareholders as well as during her presentation at the Wells Fargo conference on October 2, 2012?
Why would CEO Sandra Cochran not be aware of the credentials of the Company's designated Chairman of the Board?
By including Mr. Bradford's inaccurate biography in its proxy statement, did any officers or directors of the Company violate its Code of Business Conduct and Ethics, which contains the following requirements:  "Directors, officers and employees who are involved in the process of preparing the periodic reports required by applicable securities laws and rules are responsible for ensuring that the disclosure in the Company's periodic reports is full, fair, accurate, timely and understandable....Knowingly making or maintaining false, misleading or incomplete entries, records or documentation is strictly prohibited."
A separate review should also be conducted to understand fully the process by which background checks and the vetting are conducted by the Nominating and Corporate Governance Committee, which bears responsibility for the accuracy of the credentials of Board members. Incidentally, Mr. Bradford is not only the designated Chairman of the Board, but also is the current Chairman of the Nominating and Corporate Governance Committee. 

We urge the Cracker Barrel Board to report the results of this investigation to shareholders in sufficient time for them to cast their votes for directors at the 2012 annual meeting. Shareholders have a fundamental right to know that the stewards of their investment have been chosen with great care and possess the requisite qualities of leadership.

Furthermore, this proxy contest should have been avoided, for, in our view, we bring shareholder representation of 17.3%, including a long-term perspective, relevant industry experience, yet no business or legal conflicts. Because we are independent, we would critically and objectively discuss business issues. Patently, as the Company's largest shareholder, we are interested in finding ways to advance shareholder value. Moreover, the current proxy contest is centered on Phil Cooley's and my holding two board seats out of ten; that is, we are neither asking nor seeking board control or ownership control of Cracker Barrel.

We await your immediate response.

Sincerely,

/s/ Sardar Biglari

Sardar Biglari

MYDemaray

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Re: Biglari Holdings-He has said that wants to treat shareholders well
« Reply #18 on: October 08, 2012, 09:23:45 AM »
Don't you like Biglari? He has said that he wants to treat his shareholders well.
For example:

"We are here to make money with you, not off you"-Warren Buffett, 1996 letter to shareholders.

"Not only will I refuse extra remuneration for the time I intend to commit, but I also will not accept any stock options. The reason is simple:We are one of the largest shareholders; thus, we plan to make money with you, not off you."-Sardar Biglari, 2008 letter to Steak N Shake shareholders.

Watch what he does, not what he says.  E.g., his proposal to take 25% of book value above a 5% hurdle.

dcollon

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Re: BH - Biglari Holdings
« Reply #19 on: October 09, 2012, 12:19:48 PM »
Cracker Barrel responds to letter from Sardar Biglari regarding experience of Chairman James Bradford
Tuesday, October 09, 2012 01:29:51 PM


In the 8-Oct letter, Biglari (BH) calls into question one aspect of Bradford’s credentials.
Bradford was appointed to the Cracker Barrel board in July 2011 and will become the independent Chairman of the board next month.
CBRL notes that Bradford did not represent to the Company’s Board that AFG was publicly traded during the time he served as CEO of that company.
However, the wording of the Company’s proxy statement and subsequent statements was presented in a manner that suggested the contrary.
The Company regrets any resulting misunderstanding.
The facts remain that Mr. Bradford was indeed the CEO of AFG Industries and AFG Industries was an NYSE-listed company while Mr. Bradford was the general counsel and prior to his assuming the role of CEO.