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GAMCO Encourages Buybacks, Delisting For SMP
By: Justin Kuepper   Thursday, January 29, 2009 11:49 AM

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Standard Motor Products, Inc. (NYSE: SMP) shareholders may see some drastic changes is one activist hedge fund gets its way. GAMCO Investors, which owns around 10% of the company, spoke with executives on January 26th and made a series of proposals aimed at increasing shareholder value. The discussions were outlined in a letter attached to a Schedule 13D/A filing with the SEC.

Here’s what the letter said:
It was good chatting with Jim Burke and yourself today.  It gave me the opportunity to thank you for eliminating the dividend and positioning yourself to repurchase shares at a future date.

It also gave me the opportunity to suggest that you consider “a going dark transaction.”  As long as you trade in the Pink Sheets and provide continuing information to your shareholders, we would support such a transaction.  It is particularly cost effective in this Sarbanes-Oxley world.

As long as we are opening the door on financial engineering, we are holders of your convert for several of our clients.  These converts come due this July.  We would like you to consider extending the maturity by one-year and lowering the conversion price as an incentive.

I look forward to a continuing dialogue and with best regards.
The most interesting portion of this letter is the so-called “going dark transaction”, which is Wall Street code for a delisting. In this case, the hedge fund is supporting a delisting to the PinkSheets in order to save money on SarbOx compliance costs. This would likely reduce operating expenses substantially, but would also result in reduced liquidity for shareholders.

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