CUSIP No. 883375107
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Page 2 of 14 Pages
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Juniper Public Fund, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
|
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
467,176
|
||
8
|
SHARED VOTING POWER
0
|
|||
9
|
SOLE DISPOSITIVE POWER
467,176
|
|||
10
|
SHARED DISPOSITIVE POWER
0
|
|||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
467,176
|
|||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%
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|||
14
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TYPE OF REPORTING PERSON (See Instructions)
PN
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CUSIP No. 883375107
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Page 3 of 14 Pages
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Juniper HF Investors II, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
|
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
467,176
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
467,176
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
467,176
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
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CUSIP No. 883375107
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Page 4 of 14 Pages
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Juniper Investment Company, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
|
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
467,176
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
467,176
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
467,176
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
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CUSIP No. 883375107
|
Page 5 of 14 Pages
|
1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Alexis P. Michas
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|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
|
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
467,176
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
467,176
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
467,176
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
x
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%
|
|||
14
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TYPE OF REPORTING PERSON (See Instructions)
IN
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CUSIP No. 883375107
|
Page 6 of 14 Pages
|
1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
John A. Bartholdson
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
|
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
467,176
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
467,176
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
467,176
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 883375107
|
Page 7 of 14 Pages
|
1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Princeton Hosted Solutions, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
|
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
0
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
0
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
CUSIP No. 883375107
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Page 8 of 14 Pages
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Brooklands Heritage, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
|
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
0
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
0
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
CUSIP No. 883375107
|
Page 9 of 14 Pages
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Brad Bono
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
|
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
15,837
|
||
8
|
SHARED VOTING POWER
0
|
|||
9
|
SOLE DISPOSITIVE POWER
15,837
|
|||
10
|
SHARED DISPOSITIVE POWER
0
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,837
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
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Item 1.
|
Security and Issuer.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of the Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Item 7.
|
Materials to be Filed as Exhibits.
|
Exhibit A:
|
Schedule of Transactions
|
Exhibit B:
|
Amended and Restated Joint Filing Agreement, dated August 26, 2014, among the Reporting Persons (incorporated by reference to the Issuer’s Schedule 13D filed with the Securities and Exchange Commission on August 26, 2014)
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Exhibit F:
|
Letter, dated November 11, 2014, from Juniper Investment Company to the Board of Directors of the Issuer
|
JUNIPER PUBLIC FUND, L.P. | ||||
By: | JUNIPER HF INVESTORS II, LLC, its General Partner | |||
By: | /s/ Alexis P. Michas | |||
Name: | Alexis P. Michas | |||
Title: | Managing Member | |||
JUNIPER HF INVESTORS II, LLC | ||||
By: | /s/ Alexis P. Michas | |||
Name: | Alexis P. Michas | |||
Title: | Managing Member | |||
JUNIPER INVESTMENT COMPANY, LLC | ||||
By: | /s/ Alexis P. Michas | |||
Name: | Alexis P. Michas | |||
Title: | Managing Member | |||
By: | /s/ Alexis P. Michas | |||
ALEXIS P. MICHAS | ||||
By: | /s/ John A. Bartholdson | |||
JOHN A. BARTHOLDSON | ||||
PRINCETON HOSTED SOLUTIONS, LLC | ||||
By: | BROOKLANDS HERITAGE, LLC, its Managing Member | |||
By: | /s/ Brad Bono | |||
Name: | Brad Bono | |||
Title: | Sole Member | |||
BROOKLANDS HERITAGE, LLC | ||||
By: | /s/ Brad Bono | |||
Name: | Brad Bono | |||
Title: | Sole Manager | |||
By: | /s/ Brad Bono | |||
BRAD BONO | ||||
Reporting Person
|
Date of Transaction
|
Number of Shares
Acquired |
Approximate
Price Per Share |
Juniper Public Fund
|
September 22, 2014
|
17,166
|
$7.15
|
Juniper Public Fund
|
September 23, 2014
|
201
|
$7.20
|
Juniper Public Fund
|
September 24, 2014
|
4,800
|
$7.20
|
Juniper Public Fund
|
September 25, 2014
|
1,462
|
$7.20
|
Juniper Public Fund
|
September 26, 2014
|
5,137
|
$7.18
|
Juniper Public Fund
|
September 29, 2014
|
8,300
|
$6.99
|
Juniper Public Fund
|
September 30, 2014
|
4,700
|
$6.99
|
Juniper Public Fund
|
October 6, 2014
|
300
|
$6.99
|
JUNIPER INVESTMENT COMPANY
|
Juniper Investment Company, LLC
555 Madison Avenue
New York, New York 10022
212 339 8500
|
November 11, 2014
|
|
·
|
In May 2014, we recommended (both privately and publicly) that the company retain an independent financial advisor to evaluate strategic alternatives, including the sale of the business. We made this recommendation in response to the lack of leadership and strategic direction as the company searched for its third CEO in 15 months.
|
|
·
|
In light of the Board’s complete disregard of this recommendation, Juniper and Princeton Hosted Solutions made an offer to acquire Alteva for $8.00 per share on August 26, 2014.
|
|
·
|
This offer represented a 51% premium to the closing price of $5.29 per share as of August 25, 2014.
|
|
·
|
Four business days later (on September 2, 2014), the company issued a press release in response to Juniper’s offer.
|
|
o
|
The press release stated, among other things, that “Alteva’s Board thoroughly reviewed Juniper’s unsolicited proposal with the assistance of its independent advisors and concluded that the proposal significantly undervalues the Company and its future prospects and is not in the best interests of shareholders”.
|
|
·
|
The Board of Directors adopted a “poison pill” shareholder rights plan.
|
|
·
|
The Board of Directors also amended the company’s by-laws to raise the threshold for calling a special meeting to 51% of shareholders.
|
|
·
|
The company and its “independent advisors” have not asked a single question about Juniper’s offer, either during this period of “thorough review” or subsequently.
|
|
·
|
How could the Alteva Board possibly conduct a “thorough review” of an offer to acquire the company in four business days without asking any questions?
|
|
·
|
Did the Board even retain an independent financial advisor?
|
JUNIPER INVESTMENT COMPANY
|
Page 2
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|
·
|
Exactly who opined that this company can be sold for substantially more than $8.00 or that Alteva’s shares will trade in the public markets for substantially more than the 51% premium that the Juniper offer represented?
|
|
·
|
Subsequent attempts by Juniper to engage in a dialogue with the Alteva Board have also been ignored.
|
|
·
|
Alteva’s Board terminated the company’s top three operating executive officers over a 13-month span before installing one of its own members as CEO.
|
|
o
|
Duane W. Albro, Alteva’s former CEO, was terminated on March 4, 2013.
|
|
o
|
David J. Cuthbert, Duane’s replacement, was terminated on March 31, 2014.
|
|
o
|
Jay Conn, Alteva’s former COO, was terminated along with David Cuthbert on March 31, 2014.
|
|
o
|
The Board then established an “office of the CEO” consisting of three company vice presidents.
|
|
o
|
On May 7, 2014, Brian J. Kelley, who had served as a member of the board for six months, was named interim CEO and the company announced that a “Special Committee of the Board is in the process of conducting a search for a permanent CEO”.
|
|
o
|
On August 25, 2014, Brian J. Kelley was named CEO.
|
|
·
|
How many outside candidates for the CEO position did the Special Committee of the Board interview?
|
|
·
|
According to Alteva’s three most recent proxy statements, Alteva’s independent directors have received total compensation of over $1.8 million during the period 2011 – 2013.
|
|
·
|
We believe based upon conversations with other Alteva shareholders that no current member of the Alteva Board would be re-elected if challenged in a special or regular shareholder meeting.
|
|
·
|
At the 2014 annual meeting, shareholders voted against the incumbent board nominees in significant numbers:
|
|
o
|
Two incumbent director nominees had more “votes withheld” than “for”.
|
|
o
|
Not a single nominee had more than 33% of the outstanding shares voted in favor of their election.
|
JUNIPER INVESTMENT COMPANY
|
Page 3
|
Board Member
|
Email
|
Phone
|
Ms. Kelly C. Bloss, Chairman
|
kbloss@kxfer.com
|
(914) 779-3274
|
Mr. Jeffrey D. Alario
|
jeffa@alarioassociates.com
|
(845) 986-8717
|
Mr. Douglas B. Benedict
|
dbb@oemcapital.com
|
(203) 254-0200 Ext 104
|
Mr. Edward J. Morea
|
(856) 642-7007
|