Levitt Corporation News
Woodbridge Sends Open Letter to Office Depot Shareholders Reiterating Recommendation to Elect Highly-Qualified Woodbridge Director Nominees, Mark Begelman and Martin E. Hanaka
Commenting on the proxy advisory report issued by RiskMetrics Group's ISS Governance Services (ISS) on
"In addition to those issues raised in the ISS report, we are also very concerned by the recent losses of key customers due to overcharging and service issues, the troubling vendor payment issues, the ongoing investigations into earnings restatements and what we see as a track record of
For additional information regarding
The full text of Woodbridge's letter appears below: PROTECT YOUR INVESTMENT, VOTE FOR WOODBRIDGE'S DIRECTOR NOMINEES SIGN, DATE AND RETURN THE ENCLOSED GOLD PROXY CARD TODAY
Dear Fellow Shareholder:
As we get closer to the date of Office Depot's annual meeting on
RECENT ISS RECOMMENDATION CONFIRMS THAT CHANGE IS NEEDED NOW AT OFFICE DEPOT
DUE TO CONTINUED UNDERPERFORMANCE AND NO SIGN OF PROGRESS IN TURNING AROUND
COMPANY OVER LAST SEVERAL YEARS
The report issued by RiskMetrics Group's ISS Governance Services ("ISS") on
"The decline in the company's stock price is substantially greater than that witnessed by its peers. The rapid deterioration in the company's stock price has adversely impacted Total Shareholder Return ("TSR") despite approx.
We have called on Office Depot to stop blaming the macro economic environment for its dismal operating results. It is time for the Company to assume responsibility and stop pointing to the economy for all its troubles. ISS also agrees that after evaluating competitor performances, the macro economic landscape does not explain the Company's declining metrics:
"While it is difficult to ascertain the exact impact of the
In addition, the ISS report highlights as we have stated all along that the Company has been facing the same issues since 2005 without making adequate progress in turning around the business:
"We note that ODP's current strategic initiatives, announced in response to the deterioration in 2HFY2007 performance, seem to address similar issues that have affected the company since 2005. This, we believe, lends credibility to the dissidents' concern that some of the underlying issues facing the company have yet to be fully resolved."
The ISS report goes on to list the ongoing issues at the Company including in the supply chain, integration and information technology areas and concludes:
"Hence, a comparison of the issues facing the company in 2005 with those that it aims to resolve now indicates that the company has been affected by similar issues for a considerable time."
We believe that it is imperative that there be fresh representation on the Company's board. The status quo cannot go on any longer. If the incumbent directors are re-elected, we firmly believe that shareholders will be hearing about the same supply chain, IT and integration issues three years from now with no progress yet again. ISS states:
" ... we believe the dissidents have met the burden of proof that change is warranted at the company, and Mr. Begelman and Mr. Hanaka have relevant industry experience ... we believe that the dissidents have made a valid case for greater management oversight ... "
In addition to those issues raised in the ISS report, as a shareholder,
Both
Mr. Begelman co-founded Office Club, an office supply retailer, in 1986 and eventually merged it with Office Depot. Following the merger, Mr. Begelman served as President and Chief Operating Officer of Office Depot from 1991 to 1995. During this time, Office Depot's revenues grew from approximately
Mr. Hanaka was the President and Chief Operating Officer of Staples, Inc. from 1994 to 1997 and served as a director from 1996 to 1997. Staples' share price increased 249% from when Mr. Hanaka joined the company on
We believe this depth of experience and track record of working with companies in growth stages, as well as those facing challenging times, will provide the board with the perspective required to help address Office Depot's ongoing problems.
ISS REPORT RECOMMENDS SHAREHOLDERS TO WITHHOLD VOTES FOR FIVE INCUMBENT DIRECTORS GIVEN EGREGIOUS EXECUTIVE COMPENSATION
We are pleased that ISS agrees that Office Depot's executive compensation is out of line with its underperformance and its peers. We have raised the issue of executive compensation in our previous letters to you and clearly ISS has also found it unacceptable. As such, ISS is recommending shareholders to withhold votes for five incumbent directors on the compensation committee, including
"In conclusion, ISS is concerned with the special retention grant made to Mr. Odland even though 50 percent of the award has performance-vesting conditions. Mr. Odland has been with the company for two years and he has received two special equity awards of large magnitude. The special retention grant seems to ignore the fact that he has an employment agreement with the company. Therefore, ISS recommend shareholders WITHHOLD from the Compensation Committee members namely,
We find the following amount of compensation awarded to
"Mr. Odland joined the company on
Our nominees will work to ensure that the Company's compensation policies reflect performance and the value created for shareholders. Such lack of oversight should no longer be tolerated and a disciplined, fair approach to executive compensation is required.
WE ARE NOT THE ONLY ONES THAT BELIEVE THAT FRESH LEADERSHIP IS NECESSARY
ISS also highlights Wall Street's lack of confidence in the current management team and its capabilities:
"Our review of Wall Street research indicates general skepticism about the management's ability to successfully execute its strategic plan. According to Reuters Knowledge database, of the 15 analysts who cover the stock, 13 have Hold, 1 has Outperform and 1 has a Buy rating on ODP. These ratings are also reflected in the mean target price estimates, which have declined from
It is time for new leadership and representation on the Company's board. We are not the only ones calling for change to execute a successful turnaround of the Company!
We urge you to sign, date, and return the enclosed GOLD proxy card today with a vote FOR our nominees. If you have any questions, or need assistance in voting your shares, please call our proxy solicitor, Georgeson Inc., toll free at 877-651-8856.
For more information about our nominees and their plans for restoring Office Depot's value, please visit: www.RebuildOfficeDepot.com.
Sincerely, Woodbridge
If your shares are registered in your own name, please sign, date and mail the enclosed GOLD Proxy Card to Georgeson Inc. in the self-addressed, postage- paid envelope provided today.
If your shares are held in the name of a brokerage firm, bank nominee or other institution, please sign, date and mail the enclosed GOLD Voting Instruction Form in the self-addressed, postage-paid envelope provided. Remember—only your latest dated proxy will determine how your shares are to be voted at the meeting.
If you have any questions or need assistance in voting your shares, please contact our proxy solicitor:
199 Water Street, 26th Floor New York, NY 10038 Shareholders Call Toll Free: 877-651-8856
Woodbridge Equity Fund LLLP
Woodbridge Capital Corporation, a wholly-owned subsidiary of Levitt Corporation, is the general partner of, and Levitt Corporation is the limited partner of, Woodbridge Equity Fund LLLP. Woodbridge Equity Fund LLLP is a beneficial owner of Office Depot, Inc. (the "Company") securities and a participant in the proxy solicitation.
Levitt Corporation
Levitt Corporation, directly and through its wholly-owned subsidiaries, historically has been a real estate development company. Going forward, Levitt Corporation intends to pursue acquisitions and investments opportunistically within and outside the real estate industry.
Additional Information
Levitt Corporation and Woodbridge Equity Fund LLLP (together, "Woodbridge"), and
Investors and security holders of the Company are urged to read the proxy statement because it contains important information. Detailed information relating to the Proponents and
Forward-Looking Information
Some of the statements contained herein include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that involve substantial risks and uncertainties. Some of the forward-looking statements can be identified by the use of words such as "anticipate," "believe," "estimate," "may," "intend," "expect," "will," "should," "seeks" or other similar expressions. Forward-looking statements are based largely on management's expectations and involve inherent risks and uncertainties. In addition to the risks identified below, you should refer to Levitt Corporation's and the Company's periodic and current reports filed with the SEC for specific risks which could cause actual results to be significantly different from those expressed or implied by those forward-looking statements. Any number of important factors which could cause actual results to differ materially from those in the forward-looking statements include: the costs and disruption to Levitt Corporation's or the Company's business arising from the proxy contest and related litigation; the diversion of management time to issues related to the proxy contest; the ability to successfully solicit sufficient proxies to elect the Nominees to the board of directors of the Company; the ability of the Nominees to influence the other directors and the management of the Company and to improve the corporate governance and strategic direction of the Company; risk factors associated with the business of Levitt Corporation, as described in Levitt Corporation's periodic reports filed with the SEC, which may be viewed free of charge on the SEC's website at http://www.sec.gov; and risk factors associated with the business of the Company as described in the Company's Form 10-K for the fiscal year ended
(1) Permission to excerpt was neither sought nor obtained. (2) Same store sales Contacts: Steve Lipin/Nina Devlin Brunswick Group 212.333.3810 Investors: Georgeson 877-651-8856
SOURCE Woodbridge Equity Fund LLLP
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