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Public company sued for being a 'pyramid scheme' -- decides shareholders don't care!

As Tracy Coenen recently reported on WalletPOP, the California Attorney General has sued YTB International (OTC BB: YTBLA), alleging that the company is a "gigantic pyramid scheme."

Now color me naive but it would seem to me that the legality of a company's business would be something of material interest to shareholders and maybe, just maybe, something that should be announced through a press release. But YTB International decided that if its shareholders wanted to find out that California AG was trying to shut it down, they could jolly well dig through the SEC's EDGAR database and find out for themselves in this 8-K.

What makes especially lame is that YTB is normally somewhat of a PR mill, using PR Newswire to announce all kinds of things a lot less interesting than a lawsuit from a state attorney general:

YTB International Contemplates Implementation of Franchises
YTB International Continues to Climb Travel Weekly's Power List
YTB International (YTBLA) Approved for Trading on OTCBB

The first one is especially ambitious because it announces that the company is "contemplating" doing something.

Of course YTB International is innocent until proven guilty, but the company's effort to slip the lawsuit through unnoticed sure does make them look slimy.

Wal-Mart vying for Russian retailer

What a difference a year makes.

In August of last year, shares of Wal-Mart (NYSE: WMT) were trading in the low $40s as investors focused on the company's stagnating growth, horrific reputation on labor and the environment, and struggles in overseas markets like China.

Now the economy's in the toilet and cost-conscious consumers have propelled shares of the world's largest retailer to its highest level since early 2002, and the company is looking to make a bold entrance into Russia.

Forbes reports that Wal-Mart is bidding against Carrefour, Kesko, and Agrokor Group, to buy Russian retailer Lenta, in a deal that could reach into the $2 billion range.

Given that Wal-Mart is in the midst of a much better run than the other bidders, it seems likely take home the prize. The timing for Wal-Mart to break into new international markets could not be better: with commodity prices soaring in the midst of general economic malaise, even consumers who aren't normally as cost-conscious as Wal-Mart's core constituency are likely to give the discounter a try.

And if people get hooked on Wal-Mart during tough times, they might decide they still like saving money after the global economy turns around.

Countrywide sued by Connecticut too!

Connecticut Attorney General Richard Blumenthal has sued Bank of America's (NYSE: BAC) Countrywide Financial alleging that the company misled borrowers into taking on risky loans that they couldn't afford. California, Illinois, and Florida have filed similar charges, and it seems likely that more will follow.

Blumental said that "Countrywide conned homeowners into mortgages they simply could not afford," and wants Countrywide to amend mortgages that violated state laws and make restitution to affected borrowers. Blumenthal is also seeking fines of $100,000 per violation of state banking laws, and up to $5,000 per violation of state consumer protection laws.

Continue reading Countrywide sued by Connecticut too!

Circuit City flip flops on MAD Magazine

You might think that corporate train wreck Circuit City (NYSE: CC) would have a lot of things to worry about -- like, oh, I don't know, the fact that it lost $165 million last quarter. Or the stock price, which has gone from $30 to $2 in less than three years. And with fellow wreck Blockbuster (NYSE: BBI) having withdrawn its proposal to acquire the company, Circuit City is even out of the running for the prestigious Stupidest Merger in History That Doesn't Involve the Company Which Owns This Website Award.

You might think that Circuit City management has plenty to keep it busy, but you'd be wrong. Circuit City banned its stores from selling an issue of MAD Magazine that made fun of the company, referring to it as "Sucker City." Hah.

But yesterday the company reversed course and allowed the magazines to be sold, with a PR spokesman blaming "some overly sensitive souls at our corporate headquarters" --

Continue reading Circuit City flip flops on MAD Magazine

Steve and Barry's finds a buyer!

With most observers predicting that it was headed for liquidation, bankrupt discount clothier Steve & Barry's has found a buyer, according to The Wall Street Journal (subscription required).

The company has agreed to be acquired by turnaround firm Bay Harbour Management for $163, with Bay Harbour planning to operate the company as a going concern, contingent upon the ability to renegotiate leases with malls that house the company's stores.

But it's a little more complicated than that. Bay Harbour is the stalking horse bidder, which means that, assuming the deal secures bankruptcy court approval, the $163 million offer will serve as opening bid for an auction of the company's assets. If no one else steps forward with a high offer -- or one that is somehow better -- Bay Harbour will have its prize.

This is obviously fantastic news for the company's employees, suppliers and other affiliates, but in a larger sense, it's wonderful for the young people who rely on its 276 store for reasonably fashionable and fabulously affordable clothing -- like NBA-star endorsed basketball shoes for under $10!

I've followed the sage of this company's demise closely, hoping that it would pull through because of all the money it saves college students. While there's still plenty that could go wrong, it's looking more likely that Steve & Barry's will pull through than it has in more than a month.

Large Yahoo shareholder raises questions about vote on Yang

Capital Research Global Investors owns, with related but separately managed funds, around 16% of the outstanding shares of Yahoo (NASDAQ: YHOO), and hasn't been too pleased with the leadership of CEO Jerry Yang. So it advised its funds to vote against reelecting him to the board of directors.

Now the fund is puzzled that Yang managed to get 85% of the votes cast in election. Given that it meant to withhold its 16% stake from supporting Yang, it's concerned that -1% of the company's other shareholders did the same.

Capital Research has hired independent vote counter Broadridge Financial Solutions to take a look and try to figure out what happened.

Yahoo was quick to defuse any conspiracy theories, issuing a statement saying that "Yahoo did not participate in the execution of the votes and was not a party to any errors which may have been made either by a voting institution or a proxy processing intermediary acting on behalf of banks, brokers and institutions."

We won't know anything until the results of the Broadridge recount are made public but it sure seems like the shareholder support of Yahoo is less widespread than it seemed. That's understandable given the stock's dismal performance in recent years.

Playboy Enterprises: An arbitrage opportunity

Shares of Playboy Enterprises, Inc. (NYSE: PLA) have tanked this year, hitting a 15-year low today. Some bargain hunters are intrigued and, if you're a fan of Playboy's offering -- or a fan of selling stuff on eBay -- there just might be an arbitrage opportunity here for you:

In his 2007 book A Weekend with Warren Buffett: And Other Shareholder Meeting Adventures, Randy Cepuch writes about the fabulous freebies offered to shareholders who show up for the company's annual meeting in May: a jazz CD, a set of coasters and the latest issue of Playboy.

A quick bit of research:
  • Playboy Magazine cover price: $5.99
  • Hef's Favorites CD: $11.98 on Amazon.
  • Playboy Coasters: Roughly $3 on eBay

Continue reading Playboy Enterprises: An arbitrage opportunity

Christie Hefner blogs for Portfolio: Doesn't she have Playboy to run?

Since October, shares of Playboy Enterprises (NYSE: PLA) have fallen from $12 per share to Friday's closing price of $4.72 per share. Since founder and patriarch Hugh Hefner's daughter Christie Hefner became CEO in 1988, the stock has actually declined.

You might think that 20 years at the helm would be enough time to demonstrate whether you can create value, but then again, you're not the boss' daughter. However, given the sorry state of this storied company, you'd think Ms. Hefner would be working hard to turn the company around, or better yet, sell it before she destroys any more value.

But again, you're not the boss's daughter. No, instead, Ms. Hefner is serving as a guest blogger for Portfolio.com. Read her posts here and here. To give you a quick sampling of her laser focus on the business, here are some snippets:
I am admittedly of the generation that still enjoys the experience of reading a paper on paper. Daily I read the Wall Street Journal, the New York Times, the Trib and the Chicago Sun-Times. . . also go to news sites for information throughout the day. . .

Continue reading Christie Hefner blogs for Portfolio: Doesn't she have Playboy to run?

Late summer bestsellers won't be enough to save the bookstores

The Wall Street Journal reports (subscription required) of upcoming releases this summer such as Andrew Davidson's The Gargoyle, New York Times reporter David Carr's memoir The Night of the Gun, and Ron Suskind's The Way of the World: A Story of Truth and Hope in an Age of Extremism.

There's a separate article on the release of Stephenie Meyer's book Breaking Dawn, which The Journal calls a "vampire romance novel." Borders Group (NYSE: BGP) said it has sold 250,000 copies in the first 24 hours following the book's release.

That's an impressive number, and it may be some cause for hope for shareholders who have taken a beating in booksellers like Borders, Barnes and Noble (NYSE: BKS) and Books-a-Million (NASDAQ: BAMM).

But don't get too excited. Since the first American edition of the first Harry Potter book in October of 1998, shares of Scholastic (NASDAQ: SCHL), a specialty publisher of children's books, have gone from around $20 per share to their current price of $26 -- a gain of 30% over the course of a decade. Not exactly something to get excited about, especially considering it's one of the bestselling books of all time, ever.

The bookstores might get a temporary jolt from late sumer and fall hits, but the long-term fundamentals of the industry will drive results. A new CD from Eminem -- or even The Beatles for that matter -- wouldn't be enough to save a company like Trans World Entertainment (NASDAQ: TWMC). For bookstores, that means the lower prices and wider selection of Amazon.com (NASDAQ: AMZN), or conveniences of stores like Wal-Mart (NYSE: WMT), as well as the onset of digital delivery are the factors investors have to look at.

And even vampire romance novels can't compete with those.

Lehman Brothers accuses Japanese lender of insolvency

Lehman Bros. (NYSE: LEH) has battled hard against allegations of improper accounting as well as rumors (and evidence, but hey) the company is facing severe problems that could threaten its viability. The firm accused short sellers of spreading malicious rumors designed to bring the company down.

Now Bloomberg reports that Lehman has stopped covering Japan's consumer lenders. It has also retracted past research on the industry after Aiful Corp. threatened to sue Lehman over a report by an analyst suggesting that the company could be insolvent.

Lehman issued a statement saying that "all previous ratings and forecasts should no longer be relied upon,'' which has to be seen as an admission of poor research.

The irony here is just priceless: Lehman is battling short-sellers raising questions about its solvency while its own analysts over in Japan are raising questions about the solvency of consumer lenders there. Then Lehman basically admits that its analysts screwed up and just stops covering the entire industry.

It makes you wonder whether Lehman's people just don't really know much about solvency. If they can't tell whether Japanese lenders are OK, and admit that, how much faith can you have in the company's reassurances about its own balance sheet?

Let Mark Cuban buy the Chicago Cubs!

Sam Zell is looking to unload the Chicago Cubs baseball franchise that came with his ill-timed $8.2 billion acquisition of Tribune Media Co., and the most aggressive suitor appears to be dot-com billionaire Mark Cuban. The New York Times reports that he offered $1.3 billion for the the team, Wrigley Field, and the team's stake in Comcast SportsNet Chicago.

But of course, Cuban, who has accumulated $1.7 million in fines during his tenure as owner of the Dallas Mavericks, is not without his critics, to say the least. He's too arrogant, too brash, and not gentlemanly enough, they say. He had trouble cracking into the old boy's network of the NBA, and Major League Baseball is said to be even more reluctant to change.

But if Cuban is the high bidder -- and the league will let him in -- it'll be a great day for the Cubs and for baseball. The team hasn't won a World Series since 1908 but, given Cuban's deep pockets and superhuman competitive drive, the Cubs would likely get the extra boost they need to finally win one. Plus, Cubs and Cuban have the same first three letters, so it's pretty much meant to be.

Baseball has dealt with a lot of scandal lately involving performance-enhancing drugs, and it's about time we added a passionate renegade to the current regime of old bureaucrats. And yes, I'm talking to you Ted Lerner.

S&P rated deal 'structured by cows' according to SEC report

The Wall Street Journal (subscription required) has obtained a draft version of the SEC's report on bond-rating firms and their role in the credit bubble, and some of the stuff is pretty scary.

In one e-mail, a staffer at Standard & Poor's, which is own by McGraw-Hill (NYSE: MHP) told another that "we rate every deal," and that "it could be structured by cows and we would rate it."

Another wrote that "rating agencies continue to create" an "even bigger monster -- the CDO market. Let's hope we are all wealthy and retired by the time this house of cards falters. ;O)"

Yes -- complete with the smiley face. If this seems reminiscent of disgraced analyst Henry Blodget's e-mails bashing stocks he was publicly pumping during the dot-com bubble, that's because it's exactly the same. The lesson here, once again, is this: e-mails ever really get deleted permanently and, if you're being shady or doing something unethical, make a phone call, talk with the person in a dark alley, or send them a letter that they can promptly discard. Don't send an e-mail!

Of course, S&P's investment-grade ratings on CDOs stuffed with dodgy loans turned out to be wildly optimistic, and the house of cards has done more than falter -- it's brought down Bear Stearns and wreaked havoc on the economy.

M&A activity back on the rise thanks to foreign companies

New data from Dealogic shows that July was the fifth straight month of growth in U.S. mergers and acquisitions activity -- and the highest total since a year ago.

But it's not quite as good as it looks. The data is skewed upward by foreign bids for American companies like Genentech (NYSE: DNA) and Anheuser-Busch (NYSE: BUD) and, according to the Associated Press, "the rise in M&A ... more likely reflects foreign companies taking advantage of the weak dollar than it does a loosening of credit."

But from an investors' perspective, the cause of the increase probably doesn't really matter. Deep value investors like Mohnish Pabrai have been struggling to post strong returns of late, in part because the private equity funds that could be relied on to buy undervalued companies a couple years ago have brought their U.S.-based activity to a hault.

But now the foreign companies and sovereign wealth funds are in the game and, from an investors' perspective, that's just as good -- whoever will buy undervalued public companies at a premium will boost returns. The low price-book, low price/earnings, contrarian investment strategies that haven't worked lately could be ready to start working again, just as they have historically.

How does General Motors CEO Richard Wagoner still have a job?

In June 2000, Richard Wagoner became president and CEO of General Motors Corporation (NYSE: GM) In case you haven't been paying attention for the last eight years, here's an overview of what's gone down:
  • GM paid huge dividends even as its pension and health care obligations spiraled out of control leaving the company in a precarious capital position.
  • When SUVs started to get hot, GM essentially bet its future on the continuation of that trend and the reasonably low gas prices that made it possible. That's right: GM was essentially an commodities speculation hedge fund masquerading as a car company. Now Bloomberg is reporting that GM lost $2 billion on leased SUVs.
  • Now that gas is at $4 per gallon and M&A activity has dried up, GM has decided that this is a good time to try to sell its Hummer brand. Does it come with Pogs, Pokemon cards, and HD DVD?
  • The stock was trading in the $60 per share range when Wagoner took the helm and now it's fallen to $11.07 and Merrill Lynch is saying that a GM bankruptcy is "not impossible." And remember: Merrill Lynch has been overly optimistic about its own ability to survive without raising capital. So "not impossible" may very well mean "quite possible."
Given all that, I have a serious question for General Motors' board of directors: How can Richard Wagoner possibly still be your CEO? Hypothetically, what would he have to do to get fired? Join Al Qaeda? In 2007, Wagoner took home $14,415,914, a 41% raise over 2006.

The fact that Carl Icahn isn't filing a 13-D and raising hell is indicative of the fact that this is one company that's probably too late for saving.

Amazon.com buys AbeBooks

In an effort to increase its market-share in the used and rare book market, Amazon.com, Inc. (NASDAQ: AMZN) has acquired AbeBooks, a leading online marketplace for independent book dealers.

The terms of the deal were not disclosed but, in a press release, Amazon said that "AbeBooks will continue to function as a stand-alone operation based in Victoria, British Columbia."

It's hard to know what to make of this deal without knowing the terms or having any information on AbeBooks' finances but it seems like a good strategic fit. Amazon is the internet leader in new and used books and, by adding Abe, they'll also be the leader in rare books too.

It'll be interesting to see what kind of presence they give Abe on the Amazon site because the two sites are direct competitors for the business of used book dealers and buyers -- the obvious thing to do would be to transport all of Abe's listings so they show up on Amazon too under "used" but that could annoy sellers by making the market more competitive.

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Symbol Lookup
IndexesChangePrice
DJIA-224.6411,431.43
NASDAQ-22.642,355.73
S&P 500-23.131,266.06

Last updated: August 07, 2008: 08:44 PM

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