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CATALYST EQUITY RESEARCH REPORT ™

Weekly Research Highlighting Activist Investments

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HEDGE FUND SOLUTIONS CATALYST EQUITY RESEARCH REPORT ™

HIGHLIGHTING ACTIVIST INVESTMENTS


Week Ending March 20, 2009

SYMBOL COMPANY INVESTOR The Official Activist Investing Blog™

AVCA Advocat Inc. Bristol Investment Fund


BBI Blockbuster Inc. Mark Wattles
BBW Build-A-Bear Workshop Crescendo Capital
CHIC Charlotte Russe Holding KarpReilly
FMMH.OB Fremont Michigan Insuracorp Harry Long
HWK Hawk Corp GAMCO Investors
NTN NTN Buzztime Trinad Capital
PNNW Pennichuck Corp GAMCO Investors
PPCO Penwest Pharmaceuticals Tang Capital/Perceptive Life
The Activist Blog & Tacklers
PXD Pioneer Natural Resources Southeastern Asset Management
Insights Provided By Contributing Experts
SLRY Salary.com Raging Capital Management From Around The Globe
SSE Southern Connecticut Bancorp Lawrence Seidman http://activistinvesting.blogspot.com
TDS Telephone & Data Systems GAMCO Investors
TGT Target Corp Pershing Square Capital
TMI TM Entertainment & Media Bulldog Investors
VSNT Versant Corp Discovery Capital

HEDGE FUND SOLUTIONS is a Philadelphia-based strategy consulting, public relations and investor
communications firm focused on shareholder activism. We have an unparalleled depth of knowledge on the subject
matter and are the trusted advisor to numerous CEOs, board members and institutional investors worldwide.

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HEDGE FUND SOLUTIONS CATALYST EQUITY RESEARCH REPORT ™

Advocat Inc (AVCA)


Activist Investor: Bristol Investment Fund

Investor Info Catalyst Info

Shares 389,850 Catalyst:


% Outstanding 6.87% On March 17 Bristol nominated two individuals for election to the Board at the next annual meeting.
Cost Basis Not Avail
Comment:
Company Info We previously covered AVCA in numerous Catalyst Research Reports (most recently on February 13),
highlighting Bristol’s offer to buy the Company in July 2006 for $16.80/share. On February 4 2008 Bristol
Share Price 2.50 sent a letter to AVCA requesting (i) the full board be elected annually (ii) the appointment of two institutional
Revenue 289M shareholders to the board (iii) AVCA present a binding resolution to shareholders to vote on whether to redeem
Market Cap 14M the poison pill (iv) the company decline to renew any and all golden parachutes, (v) the company revise the
Enterprise Value 39M current Board's compensation and (vi) the company hire a credible investment bank to review alternatives,
Net Cash -24M including an immediate stock buyback and the elimination of acquisitions. On April 2 2008 Bristol nominated
EBITDA 17M two directors and on May 6 withdrew their nominees due to the fact that AVCA agreed to include their
52 wk. range 1.55 – 12.44 shareholder proposals in the Company’s definitive proxy. On February 13 2009 Bristol disclosed they’ve been
EV/EBITDA 2.2 increasing their ownership (by 83,186 shares; equivalent to 1.54% of AVCA shares outstanding) and reserved
their right to call a special meeting or nominate directors for election at the next annual meeting.

Blockbuster Inc. (BBI)


Activist Investor: Mark Wattles

Investor Info Catalyst Info

Shares 6,841,937 Catalyst:


% Outstanding 5.7% Mark Wattles (who tried to merge BBI with Circuit City last year) has increased his ownership in BBI by
Cost Basis Not Avail purchasing 3,256,937 Class A shares since February 26. In a SEC filing Wattles stated, “given the operating
fundamentals of BBI combined with the short term of its real estate leases (typically five years) and the
Company Info aggressive and proactive manner in which BBI has managed its store base (including relocations, store closings,
reductions in store size and subleases), Mr. Wattles does not believe that BBI has a motive to reorganize under
Share Price 0.82 Chapter 11. In addition, regardless of the likelihood of obtaining a “going concern” qualification from its
Revenue 5.5B auditors, Mr. Wattles believes BBI will be successful in refinancing its revolving bank line of credit, or if it
Market Cap 158M cannot, that it will be able to use cash flow from operations to meet its August repayment obligations and 2009
Enterprise Value 1.1B liquidity needs.”
Net Cash -759M
EBITDA 294M Comment:
52 wk. range 0.13 – 3.68 We previously covered BBI in numerous Catalyst Research Reports highlighting that Carl Icahn, who is a
EV/EBITDA 3.6 director of BBI, owns approximately 16% of the Class A shares 8.71% of the Class B shares.

Build-A-Bear Workshop Inc. (BBW)


Activist Investor: Crescendo Partners

Investor Info Catalyst Info

Shares 1,159,200 Catalyst:


% Outstanding 6.0% Crescendo has been rapidly accumulating ownership in BBW, purchasing 883,125 shares since mid-January.
Cost Basis 3.72

Company Info

Share Price 5.25


Revenue 468M
Market Cap 98M
Enterprise Value 51M
Net Cash 47M
EBITDA 38M
52 wk. range 3.02 – 11.45
EV/EBITDA 1.3

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HEDGE FUND SOLUTIONS CATALYST EQUITY RESEARCH REPORT ™

Charlotte Russe Holding, Inc. (CHIC)


Activist Investor: KarpReilly Capital

Investor Info Catalyst Info

Shares 1,868,203 Catalyst:


% Outstanding 8.90% On March 13 KarpReilly filed their preliminary proxy materials and announced they will not participate as a
Cost Basis 8.01 potential buyer in the sale process that has been initiated by CHIC.

Company Info Comment:


We previously covered CHIC in our March 13, March 6 and November 28 Catalyst Research Reports,
Share Price 6.71 highlighting a letter from KarpReilly and H.I.G. Capital (both private equity firms) to CHIC offering to
Revenue 826M purchase them for $9.00 to $9.50 per share in cash. On November 19 CHIC’s board rejected the offer stating
Market Cap 141M that it is not in the best interest of shareholders. As a result, KarpReilly and HIG announced they were
Enterprise Value 86M withdrawing their offer.
Net Cash 55M
EBITDA 51M On March 5 KarpReilly nominated three people for election to CHIC’s board at the next annual meeting. On
52 wk. range 3.98 – 20.34 March 12 CHIC announced they have hired Cowen and Company to initiate a sale process as part of the
EV/EBITDA 1.7 Company’s previously announced review of strategic alternatives.

Fremont Michigan Insuracorp Inc. (FMMH.OB)


Activist Investor: Harry Long

Investor Info Catalyst Info

Shares 44,178 Catalyst:


% Outstanding 2.5% On March 19 Harry Long sent a letter to the board of FMMH and an additional letter to the SEC stating that (i)
Cost Basis Not Avail the company is not adhering to the nomination procedures as laid out in the articles of incorporation, and (ii) a
conflict of interest may exist since a Partner with the company’s outside legal counsel (and the firm handling
Company Info the director nomination process) is a board member at FMMH.

Share Price 15.75 Comment:


Revenue 50M On January 5 2008 Harry Long nominated himself for election to the board at FMMH’s next annual meeting.
Market Cap 27M On January 20 FMMH’s attorney responded saying that the attempt was invalid because of insufficient
Enterprise Value 21M evidence documenting Long’s beneficial ownership. On March 6, through his legal counsel, Long provided
Net Cash 7M broker statements indicating his ownership in the company. On March 13 FMMH’s legal counsel responded
EBITDA 7M stating that “following a search of its records and a recent NOBO listing”, they were still unable to prove
52 wk. range 16.50 – 22.51 sufficient beneficial ownership.
EV/EBITDA 3.2

Hawk Corp. (HWK)


Activist Investor: GAMCO Investors

Investor Info Catalyst Info

Shares 1,130,070 Catalyst:


% Outstanding 13.01% On March 19 GAMCO sent a letter to HWK asking the Board to re-examine its position concerning the poison
Cost Basis Not Avail pill, and to consider increasing the threshold for ownership above the 15% limit.

Company Info

Share Price 9.65


Revenue 270M
Market Cap 84M
Enterprise Value 77M
Net Cash 6M
EBITDA 47M
52 wk. range 8.50 – 25.63
EV/EBITDA 1.6

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HEDGE FUND SOLUTIONS CATALYST EQUITY RESEARCH REPORT ™

NTN Buzztime Inc. (NTN)


Activist Investor: Trinad Capital

Investor Info Catalyst Info

Shares 8,649,893 Catalyst:


% Outstanding 15.6% Trinad has increased their ownership in NTN by 960,166 shares (equivalent to 3.49% of NTN shares
Cost Basis Not Avail outstanding) since late December.

Company Info Comment:


We previously covered NTN in our September 26, May 23, May 16, May 9, January 18 2008, and July 27 2007
Share Price 0.22 Catalyst Research Reports, highlighting Trinad’s demand that the Board take the following actions: (i) remove
Revenue 29M the Chairman of the Board, (ii) request the resignations of one other director, (iii) appoint two individuals
Market Cap 12M designated by Trinad as members of the Board, and (iv) evaluate all strategic alternatives that would unlock
Enterprise Value 7M and maximize stockholder value. On September 16 Trinad disclosed they have increased their ownership in
Net Cash 3M NTN by 3.3% to 12.11% and sent a letter to the company demanding four current board members resign
EBITDA -3M immediately from the board and be replaced by four individuals recommended by Trinad.
52 wk. range 0.09 – 0.60
EV/EBITDA Negative

Pennichuck Corp (PNNW)


Activist Investor: GAMCO Investors

Investor Info Catalyst Info

Shares 654,365 Catalyst:


% Outstanding 15.39% On March 18 PNNW entered into a settlement agreement with GAMCO. Under the terms of the agreement
Cost Basis Not Avail PNNW will (i) increase the size of its Board to eleven directors and nominate two individuals recommended by
GAMCO, and (ii) allow GAMCO to increase their ownership up to 20%. In exchange, GAMCO agreed to
Company Info withdraw their slate of nominees and their proposal seeking redemption of the poison pill.

Share Price 20.03 Comment:


Revenue 31M We previously covered PNNW in our November 28 and November 21 Catalyst Research Reports, highlighting
Market Cap 85M Gamco’s announcement that they were seeking qualified board candidates to submit as nominees for one of
Enterprise Value 150M more positions the board at the 2009 annual meeting. On November 24 Gamco announced their intention to
Net Cash -65M nominate three people for election to the Board.
EBITDA 12M
52 wk. range 14.75 – 24.61
EV/EBITDA 13.0

Penwest Pharmaceuticals Co. (PPCO)


Activist Investor: Tang Capital; Perceptive Life Sciences

Investor Info Catalyst Info

Shares 12,595,066 Catalyst:


% Outstanding 42.6% On March 12 Tang and Perceptive filed a complaint for declaratory and injunctive relief requesting that the
Cost Basis Not Avail court declare Tang/Perceptive had satisfied the notice provisions set forth in PPCO’s bylaws. On March 13
Tang/Perceptive filed a motion for preliminary injunctive relief to enjoin PPCO from mailing any ballots to
Company Info shareholders until their director candidates are permitted to be nominated.

Share Price 1.59 Comment:


Revenue 9M We previously covered PPCO in our March 13, March 6, January 16, December 19 and November 21 Catalyst
Market Cap 50M Research Reports, highlighting Perceptive’s letter suggesting PPCO significantly scale back their R&D
Enterprise Value 38M expenses so the inherent value of the Company’s Opana ER business will be realized when the market
Net Cash 7M understands the stock is currently trading far below the NPV of Opana’s royalty stream. In the letter
EBITDA -25M Perceptive provides a detailed analysis showing three scenarios (worst case, base case, best case) suggesting
52 wk. range 0.34 – 4.22 PPCO stock could be valued between $1.59 to $15.36/share.
EV/EBITDA Negative
On January 9 Perceptive (21.25%) and Tang Capital (21.35%) announced their intention to act as a Group for
the purpose of electing three people to PPCO’s board. On March 3 Tang and Perceptive sent a letter to the
board urging them to wind-down operations so that the full value of the Opana ER royalty income stream will
be retained.

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HEDGE FUND SOLUTIONS CATALYST EQUITY RESEARCH REPORT ™

Pioneer Natural Resources Co. (PXD)


Activist Investor: Southeastern Asset Management (SAM)

Investor Info Catalyst Info

Shares 22,854,957 Catalyst:


% Outstanding 19.8% On March 18 PXD entered into an agreement with SAM. Under the terms of the agreement PXD will reduce
Cost Basis 27.49 its board from eleven to ten members, consisting of seven existing board members and three new directors
recommended by SAM.
Company Info
Comment:
Share Price 16.65 We previously covered PXD in our May 30 2008 Catalyst Research Report, highlighting Southeastern’s change
Revenue 2.3B in filing status with the SEC from “passive investor” to “active investor” because they intended to influence
Market Cap 1.9B the board and management to hedge a meaningful portion of Pioneer's oil production. At that time,
Enterprise Value 4.8B Southeastern believed Pioneer's Net Asset Value could be "locked in" at values far higher than the stock price
Net Cash -2.9B (at which time was $71.79/share) by using costless collars.
EBITDA 1.4B
52 wk. range 11.88 – 82.21
EV/EBITDA 3.5

Salary.Com (SLRY)
Activist Investor: Raging Capital Management

Investor Info Catalyst Info

Shares 1,468,371 Catalyst:


% Outstanding 8.7% On March 18 Raging Capital sent a letter to SLRY stating their belief that the board should included non-
Cost Basis Not Avail employee directors who have material ownership positions in the company. In the letter Raging Capital
suggested that two of the three board seats up for election at the 2009 annual meeting should be filled by two
Company Info new directors that are agreeable to the existing nominating committee and their firm.

Share Price 1.36 Comment:


Revenue 41M On March 4th Cannell Capital (6.8%) submitted a shareholder proposal requesting the company hire an
Market Cap 23M investment bank to examine a sale. Cannell believes the value of SLRY’s customer “sticky-ness” is worth more
Enterprise Value 7M than 30% of revenues.
Net Cash 16M
EBITDA -17M
52 wk. range 1.28 – 7.19
EV/EBITDA Negative

Southern Connecticut Bancorp (SSE)


Activist Investor: Lawrence Seidman

Investor Info Catalyst Info

Shares 178,625 Catalyst:


% Outstanding 6.64% On March 16 Seidman sent a letter to SSE nominated himself and one other individual for election to the board
Cost Basis Not Avail at the next annual meeting.

Company Info Comment:


We previously covered SSE in our February 6, January 23 2009 and November 9, 2007 Catalyst Research
Share Price 6.00 Reports, highlighting Seidman’s intention to meet with the Board of SSE to review ways to maximize
Revenue 6M shareholder value. Seidman stated that the review would include conducting a comprehensive analysis of the
Market Cap 16M value that could be achieved as an independent institution versus its value from a sale to a larger institution or
Enterprise Value 2M a converting mutual institution.
Net Cash 14M
EBITDA N/A On January 16, 2009 Seidman sent a letter to SSE requesting they disclose all material information relating to
52 wk. range 1.40 – 8.90 merger discussions with third parties. In the letter Seidman stated that a board member had mentioned to him
EV/EBITDA N/A that the Company is speaking with at least three potential purchasers, one of which has offered in excess of
$9.00 per share to buy the Company.

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HEDGE FUND SOLUTIONS CATALYST EQUITY RESEARCH REPORT ™

Telephone & Data Systems Inc. (TDS)


Activist Investor: GAMCO Investors

Investor Info Catalyst Info

Shares 4,878,254 Catalyst:


% Outstanding 9.45% On March 19 GAMCO received a letter from TDS stating that two of four director nominees submitted by them
Cost Basis Not Avail for election to the board at the 2009 annual meeting are ineligible to serve as directors because they did not
complete the company’s questionnaire in a timely manner.
Company Info
Comment:
Share Price 25.54 We previously covered TDS in our February 20 2009 and May 16 2008 Catalyst Research Reports, highlighting
Revenue 5.1B a letter from Gamco to TDS’s President and CEO asking (i) did you in fact receive an offer [to purchase the
Market Cap 2.9B Company]?, and (ii) why did you feel it was appropriate not to disclose it to all shareholders?
Enterprise Value 3.7B
Net Cash -835M On February 20 GAMCO nominated three individuals for election to the board at the 2009 annual meeting.
EBITDA 1.3B Also on February 20 Southeastern Asset Management (9.9%) initiated a request under Section 220 of the
52 wk. range 21.24 – 54.00 DGCL to require TDS to disclose information related to its retention of a “nationally recognized consulting
EV/EBITDA 2.8 firm” and that firm's findings and recommendations to TDS.

Target Corp. (TGT)


Activist Investor: Pershing Square Capital

Investor Info Catalyst Info

Shares 58,391,235 Catalyst:


% Outstanding 7.8% On March 16 Pershing nominated five individuals for election to TGT’s board at the next annual meeting.
Cost Basis Not Avail
Comment:
Company Info We previously covered TGT in our October 31, August 15 2008; December 28 2007 and July 13 2007 Catalyst
Research Reports, highlighting Pershing Square’s aggressive accumulation of stock. In addition, we reported
Share Price 30.35 that TGT announced the sale of a portion of their credit card business and their intention to increase the share
Revenue 65B buyback program.
Market Cap 23B
Enterprise Value 41B On October 29 2008 Pershing held a press conference and issued a lengthy presentation analysis
Net Cash -17.8B recommending Target spin off a separate company (into an inflation-protected REIT) that would own the land
EBITDA 6.2B on which its stores are built.
52 wk. range 25.00 – 59.55 An updated copy of Pershing’s REIT analysis can be found at:
EV/EBITDA 6.5 http://www.visualwebcaster.com/imageSlides/53350/Target%20Revised%20Transaction%20Final.pdf

TM Entertainment & Media (TMI)


Activist Investor: Bulldog Investors

Investor Info Catalyst Info

Shares 2,323,850 Catalyst:


% Outstanding 22.6% On March 16 TMI announced they were rescheduling their annual meeting from April 14 to May 13, with an
Cost Basis Not Avail April 13 record date. On March 17 Bulldog announced their intention to file a lawsuit in the Delaware Court of
Chancery to ask the Court to order TMI to hold its annual meeting as scheduled.
Company Info
Comment:
Share Price 7.63 We previously covered TMI in our January 23 and December 12 Catalyst Research Reports, highlighting
Revenue N/A Bulldog’s announcement that there is virtually no chance TMI can complete a transaction by October 17, 2009.
Market Cap 95M On December 18th Bulldog announced their intention to seek shareholder consent to replace the directors with
Enterprise Value 95M individuals who will promptly dissolve TMI and distribute its cash to shareholders.
Net Cash 99M
EBITDA N/A (TMI is a Special Purpose Acquisition Company that must consummate a transaction before Oct 2009 or
52 wk. range 6.75 – 7.85 distribute the cash held in Trust to shareholders. No less than 30% of shareholders must approve this
EV/EBITDA N/A transaction; Bulldog owns 22.6% of TMI’s shares outstanding). In the letter, Bulldog pointed out that for TMI
management to be successful in consummating an acquisition, the stock price would have to rise above
$7.91/share, which is equivalent to the cash value currently held in Trust.

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HEDGE FUND SOLUTIONS CATALYST EQUITY RESEARCH REPORT ™

Versant Corp. (VSNT)


Activist Investor: Discovery Capital

Investor Info Catalyst Info

Shares 267,241 Catalyst:


% Outstanding 7.3% Discovery has increased their ownership in VSNT by 63,895 shares (equivalent to 1.7% of VSNY shares
Cost Basis 14.68 outstanding) since early March.

Company Info Comment:


We previously covered VSNT in our March 6 Catalyst Research Report, highlighting Discovery’s aggressive
Share Price 15.40 increase in ownership since early January.
Revenue 25M
Market Cap 56M
Enterprise Value 32M
Net Cash 25M
EBITDA 11M
52 wk. range 11.35 – 33.48
EV/EBITDA 3.0

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HEDGE FUND SOLUTIONS CATALYST EQUITY RESEARCH REPORT ™

The Catalyst Equity Research Report™ is a general circulation weekly. Hedge Fund Solutions
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