-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QrWUt/p1IN8m7QeNHuSr3Bh2kUR0tdUy4MQBZuN0nho3kvMDEq59hZJLUJHaXfQo rV1t7+/cBu60wk4Ks+EyDA== 0000896017-04-000020.txt : 20040902 0000896017-04-000020.hdr.sgml : 20040902 20040902135529 ACCESSION NUMBER: 0000896017-04-000020 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040902 DATE AS OF CHANGE: 20040902 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SHAKER RICHARD J CENTRAL INDEX KEY: 0001241300 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 1094 MAGOTHY CIRCLE CITY: ANNAPOLIS STATE: MD ZIP: 21401 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FOXBY CORP CENTRAL INDEX KEY: 0001068897 IRS NUMBER: 391966806 STATE OF INCORPORATION: MD FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78909 FILM NUMBER: 041013311 BUSINESS ADDRESS: STREET 1: 11 HANOVER SQUARE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: (212)635-0671 MAIL ADDRESS: STREET 1: 11 HANOVER SQUARE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 FORMER COMPANY: FORMER CONFORMED NAME: INTERNET GROWTH FUND INC DATE OF NAME CHANGE: 20020723 FORMER COMPANY: FORMER CONFORMED NAME: LCM INTERNET GROWTH FUND INC DATE OF NAME CHANGE: 19980825 SC 13D/A 1 amended.txt Page 3 of 5 Pages 296328.01 2334-0002 September 2, 2004 ________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification Number Richard J. Shaker, DBA Shaker Financial Services IRS TIN 51-0434319 ________________________________________________________________ 2. Check the Appropriate Row if a member of a Group (See Instructions) (a) [] (b) [] N/A ________________________________________________________________ 3. SEC Use Only ________________________________________________________________ 4. Source of Funds WC (of accounts managed by Shaker Financial Services) ________________________________________________________________ 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [] N/A ________________________________________________________________ 6. Citizenship or Place of Organization Richard J. Shaker is a U. S. citizen. ________________________________________________________________7 .. Sole Voting Power 405,800 ________________________________________________________________ 8. Shared Voting Power 0 ________________________________________________________________ Sole Dispositive Power 405,800 ________________________________________________________________ 10. Shared Dispositive Power 0 ________________________________________________________________ 11. Aggregate Amount Beneficially Owned by Each Reporting Person Accounts managed by Richard J. Shaker, doing business as Shaker Financial Services, own 405,800 shares. No additional shares are beneficially owned by Mr. Shaker, his relatives, or, to his knowledge, by any of his clients. ________________________________________________________________ 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [] N/A ________________________________________________________________ 13. Percent of Class Represented by Amount in Row (11) 15.59% ________________________________________________________________ 14. Type of Reporting Person IA ________________________________________________________________ This statement constitutes Amendment No.1 to the Schedule 13D filed on August 5, 2004. Except as specifically set forth herein, the Schedule 13D remains unmodified. Item 3 is amended as follows: Item 3. Source and Amount of Funds or other Consideration. The purchase cost of the 405,800 shares of FOXBY Corp. in accounts managed by Shaker Financial Services was $945,529. These funds were available in the accounts from direct contributions or sale of previously held investments. No borrowing from a third party was necessary to obtain funds for the purchases. Item 5 is amended as follows: Item 5. Interest in Securities of the Issuer. (a) The aggregate number of shares of the common stock of FOXBY Corp. owned by accounts managed by Shaker Financial Services for the purposes of this Statement is 405,800 shares representing approximately 15.59% of the outstanding shares of common stock of FOXBY Corp. (b) The number of shares of the common stock of FOXBY Corp. as to which Shaker Financial Services has sole power to vote or to direct the vote or sole power to dispose or to direct the disposition of is 405,800 shares of the common stock. The number of shares of the common stock of FOXBY Corp. as to which Shaker Financial Services has shared power to vote or to direct the vote or shared power to dispose or to direct the disposition is 0 shares of the common stock of FOXBY Corp.. (c) During the period August 3, 2004 through September 1, 2004, Shaker Financial Services purchased 3,100 shares of FOXBY Corp. for accounts that it manages. The transactions are itemized below. Date P/S Number of Shares Price Per Share ($) Total Cost Aug 25 P 1,500 2.16 3,250 Aug 30 P 100 2.16 231 Aug 31 P 1,500 2.16 3,255 TOTAL P 3,100 2.16 6,736 (d) N/A (e) N/A Item 7 is amended as follows: Item 7. Material to be Filed as Exhibits. On September 2, I sent the following letter to the Board of Directors of Foxby Corp. SFS SFS SFS SFS SFS SFS SFS SFS SFS SFS SFS SFS 1094 Magothy Circle Annapolis, MD 21401-5025 sfs@ix.netcom.com; 410-626-7914 September 2, 2004 The Board of Directors Foxby Corp. 11 Hanover Square New York, NY 10005 Gentlemen: I believe that at the annual meeting I will have proxies representing significantly more shares than those pledged to you. Unless the proxy count radically changes in your favor before the meeting, it is clear that my nominees will be elected as directors. The only way they will not be elected is if my nominations are ruled out of order at the meeting. In that case, we would have to file a lawsuit to declare my nominees elected. The basis of our lawsuit would be that any action taken by the board for the primary purpose of interfering with or impeding a shareholder vote without a compelling justification or shareholder approval - even if taken in good faith -- is invalid. There are ample legal precedents for this principle, which was first established in Blasius Industries, Inc. v. Atlas Corp. Please ask your counsel to explain this case and whether he believes it is applicable. A provision in the bylaws purports to require board approval prior to seeking judicial review. We don't think that provision is valid either, and we reserve our right to challenge it in court. However, since it is there, I hereby request that the board approve my seeking judicial review of the outcome of the vote if I am not permitted to nominate candidates at the meeting. In conclusion, please remember that you have a fiduciary duty to act in the best interest of the shareholders. Also, litigation can be very costly, and Foxby can ill afford to waste money on a lawsuit in which I am confident we would prevail. (Do you really believe a judge would rule to prevent the will of the shareholders from being effected?) Therefore, I ask you to consider allowing the will of the shareholders to prevail at the meeting even if you do not agree with it. Thank you for giving this matter your serious consideration. Very truly yours, Richard J. Shaker SHAKER FINANCIAL SERVICES SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: September 2, 2004 SHAKER FINANCIAL SERVICES By: Richard J. Shaker, Shaker Financial Services -----END PRIVACY-ENHANCED MESSAGE-----