Will it Take Two to Tango Past Barnes & Noble's Poison Pill?

Late last year, when billionaire Ron Burkle's investment firm, The Yucaipa Companies, bought up millions of shares in book retailer Barnes & Noble (BKS), making him the second-largest stakeholder in the company, its board responded by implementing a "poison pill" measure designed to stop a single stockholder from setting up what would effectively be a hostile takeover. Yucaipa was stopped in its buying tracks with 17.8% of Barnes & Noble's shares.%%DynaPub-Enhancement class="enhancement contentType-HTML Content fragmentId-1 payloadId-61603 alignment-right size-small"%% But a recent Barnes & Noble buying spree by another investor suggests that chairman and founder Leonard Riggio (pictured) might still have a fight on its hands to retain control; his top share stake of 36.8% might not be enough to stave off the hard-charging minority stakeholders.

On Dec. 22, Aletheia Research & Management, a money management firm run by former Bear Stearns honcho Peter Eicher, reported to the SEC that it owned 6.2 million shares, or a 10.8% stake in Barnes & Noble. Almost all of that block of stock was acquired after Nov. 19's poison pill measure, but at the time, Aletheia indicated that the buy-up was solely for investment purposes. There was one caveat: It reserved "the right to act in concert with any other shareholders of the Issuer, or other persons, for a common purpose should it determine to do so, and/or to recommend courses of action to management and the shareholders of the Issuer."

By the end of 2009, according to a more recent SEC filing, Aletheia's stake rose to 7.3 million shares, or 13.12% of Barnes & Noble.

An Alliance Among Investors?


But at around the same time, between Oct. 15 and Dec. 15, Aletheia also acquired a 25% stake (or 147 million shares) in the supermarket chain A&P, and again claimed it had no plans for changes to that company's business practices or board of directors. And here's where things get interesting: Earlier this year, Yucaipa invested $115 million in A&P, giving Burkle a 27% ownership stake -- a move which saw A&P owner The Tenglemann Group's stake reduced from an outright majority to 38.6%.

Meanwhile, A&P's quarterly report for the period ending Dec. 5 was so rough -- it reported a net loss of $559.6 million, which included $412.6 million of goodwill and asset-impairment charges -- that it intends to make sweeping changes to its pricing strategies, blaming what MarketWatch described earlier this week as "a slew of promotions [that] didn't ring up enough sales." The team of people A&P is hiring to fix their marketing strategy is from none other than Yucaipa, which more recently helped develop the pricing strategy at Food4Less, which is owned by Kroger Co. -- and formerly owned by Burkle (who earned $8 billion from the sale.)

Together, Yucaipa and Aletheia's stake in Barnes & Noble is approximately 30%, still smaller than Riggio's. But since the two companies appear to be forging ties on A&P initiatives, it seems like a good bet they may do the same thing for B&N -- and two heads might serve better than one to find a way around the poison pill measure.

UPDATE: An earlier version of this article mis-identified Leonard Riggio as the CEO of Barnes & Noble. He is the chairman of the company. Also, the original accompanying photo depicited Stephen Riggio, the current CEO of the company.
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