-----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, VbmadOjdl0+I/Gd4bSCj4sSuWX7ctDUVFd4bV9lzNFAxR1nv55sKEwMrhjDvfYjr tK40we7yRU9uEPTTa1sa8A== 0000899140-05-000411.txt : 20050427 0000899140-05-000411.hdr.sgml : 20050427 20050427162841 ACCESSION NUMBER: 0000899140-05-000411 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050427 DATE AS OF CHANGE: 20050427 GROUP MEMBERS: DANIEL S. LOEB SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SALTON INC CENTRAL INDEX KEY: 0000878280 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC HOUSEWARES & FANS [3634] IRS NUMBER: 363777824 STATE OF INCORPORATION: DE FISCAL YEAR END: 0626 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42085 FILM NUMBER: 05776763 BUSINESS ADDRESS: STREET 1: 1955 FIELD COURT STREET 2: - CITY: LAKE FOREST STATE: IL ZIP: 60045 BUSINESS PHONE: 8478034600 MAIL ADDRESS: STREET 1: 1955 FIELD COURT CITY: LAKE FOREST STATE: IL ZIP: 60045 FORMER COMPANY: FORMER CONFORMED NAME: SALTON MAXIM HOUSEWARES INC DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Third Point LLC CENTRAL INDEX KEY: 0001040273 IRS NUMBER: 133922602 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 12 EAST 49TH ST STREET 2: 28TH FL CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2122247400 MAIL ADDRESS: STREET 1: 12 EAST 49TH ST STREET 2: 28TH FL CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: THIRD POINT MANAGEMENT CO LLC DATE OF NAME CHANGE: 19970602 SC 13D/A 1 t2849466b.txt AMENDMENT NO. 4 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Amendment No. 4 Under the Securities Exchange Act of 1934* Salton, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 795757103 - -------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) Daniel S. Loeb Third Point LLC 360 Madison Avenue, 24th Floor New York, NY 10017 (212) 224-7400 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: Jack H. Nusbaum, Esq. Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, NY 10019-6099 (212) 728-8000 April 22, 2005 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Schedule) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D - ------------------- ----------------- CUSIP No. 795757103 Page 2 of 7 Pages - ------------------- ----------------- - ----------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Daniel S. Loeb - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - ----------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - --------------------- --------- ------------------------------------------------ 7 SOLE VOTING POWER 0 --------- ------------------------------------------------ NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY --------- ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 0 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 0 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ----------- -------------------------------------------------------------------- SCHEDULE 13D - ------------------- ----------------- CUSIP No. 795757103 Page 3 of 7 Pages - ------------------- ----------------- - ----------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Third Point LLC (f/k/a Third Point Management Company L.L.C.) I.D. #13-3922602 - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - ----------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - --------------------- --------- ------------------------------------------------ 7 SOLE VOTING POWER 0 --------- ------------------------------------------------ NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY --------- ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 0 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 0 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - ----------- -------------------------------------------------------------------- This Amendment No. 4 to Schedule 13D (this "Amendment No. 4") is being filed on behalf of Third Point LLC, a Delaware limited liability company formerly known as Third Point Management Company L.L.C. (the "Management Company"), and Daniel S. Loeb, an individual ("Mr. Loeb" and, together with the Management Company, the "Reporting Persons"). This Amendment No. 4 relates to the Common Stock, par value $.01 per share, of Salton, Inc., a Delaware corporation (the "Company"), and amends the Schedule 13D filed by the Reporting Persons with respect to the Company on September 20, 2004 (together with amendments filed prior to this Amendment No. 4, the "Schedule 13D"). Unless the context otherwise requires, references herein to the "Common Stock" are to such common stock of the Company. This Amendment No. 4 is being filed to report a decrease of more than 1% of the beneficial ownership of the Common Stock of the Reporting Persons and a subsequent decrease below 5% of the beneficial ownership of the Common Stock of the Reporting Persons. The Management Company is the investment manager or adviser to a variety of hedge funds and managed accounts (such funds and accounts, collectively, the "Funds"). The Funds directly own the Common Stock to which this Amendment No. 4 relates, and the Reporting Persons may be deemed to have beneficial ownership over such Common Stock by virtue of the authority granted to them by the Funds to vote and to dispose of the securities held by the Funds. Capitalized terms used herein and not otherwise defined have the meanings ascribed thereto in the Schedule 13D. Item 4. Purpose of Transaction. Item 4 of the Schedule 13D is hereby amended by adding the following at the end thereof: On April 27, 2005, Mr. Loeb sent a letter to Mr. Leonhard Dreimann, Chief Executive Officer of the Company, a copy of which is attached hereto as Exhibit 1. Item 5. Interest in Securities of the Issuer. Item 5 of the Schedule 13D is hereby amended and restated as follows: (a) As of the date of this Amendment No. 4, each of the Reporting Persons beneficially owns no shares of Common Stock, representing zero percent of the Common Stock outstanding. (b) Not applicable. (c) Schedule A hereto sets forth certain information with respect to transactions by the Funds, at the direction of the Reporting Persons, in the Common Stock since the filing of Amendment No. 3. All of the transactions set forth on Schedule A, except as may be otherwise noted therein, were effected in open market transactions on the New York Stock Exchange through the Primary Brokers. 4 Except as set forth above and on Schedule A, since the filing of Amendment No. 3 there were no transactions in the Common Stock effected by the Reporting Persons, nor, to the best of their knowledge, any of their directors, executive officers, general partners or members. (d) Not applicable. (e) Each of the Reporting Persons ceased being the beneficial owner of more than 5% of the Company on April 25, 2005. Item 7. Material to be Filed as Exhibits. 1. Letter from Daniel S. Loeb to the Chief Executive Officer of the Company, dated April 27, 2005. 5 Schedule A (Transactions by the Funds since the Filing of Amendment No. 3) - ----------------- ------------------- ----------------- ------------------------ Date Transaction Shares Price Per Share - ----------------- ------------------- ----------------- ------------------------ 4/22/2005 SELL (134,700) 1.6086 - ----------------- ------------------- ----------------- ------------------------ 4/25/2005 SELL (573,600) 1.2514 - ----------------- ------------------- ----------------- ------------------------ 6 SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: April 27, 2005 THIRD POINT LLC By: /s/ Daniel S. Loeb ------------------------------ Name: Daniel S. Loeb Title: Managing Member /s/ Daniel S. Loeb --------------------------------- Daniel S. Loeb EX-1 3 t2850558.txt LETTER [LETTERHEAD OF THIRD POINT LLC] April 27, 2005 VIA FACSIMILE & U.S. MAIL Mr. Leonhard Dreimann Chief Executive Officer Salton, Inc. 1955 Field Court Lake Forest, IL 60045 Facsimile (847) 803-1186 Dear Leonhard: When we originally acquired our Salton, Inc. ("Salton" or the "Company") stake last year we were aware of your reputation for extravagance, poor judgment and your overall limitations as a manager. We went in with "eyes wide open" regarding the Company's declining sales, eroding margins and over-leveraged capital structure. It was our view, however, that even a manager as flawed as yourself could implement the basic "blocking and tackling" maneuvers required to restore operating margins to industry averages and thus enable the Company to restructure its debt. It was only over time that we came to recognize the magnitude of your incompetence and apparent disregard for shareholders. We learned of your penchant for Presidential suites at the tony Peninsula hotel in Hong Kong, your love of chauffeur driven limousines at Company expense, your interest in pursuing business opportunities in far flung locales such as Australia (possibly not for business reasons but because you enjoy traveling on the "company dime"). We also heard that you are pursuing a number of personal business interests notwithstanding the obvious fact that you should be focused on your own employer's dire straits. Unfortunately, it was not until we attended the 2005 International Home and Houseware show March 20th in Chicago that we realized the scope of your far reaching ineptitude. In a word the Company booth was a debacle and conclusive evidence that you are clueless. I suspect that most of the Company's shareholders don't realize that Salton is rolling out a product line based on consumer electronics such as LCD television monitors and a ridiculous hand held device called an "e-pod" that I predict will be the next product introduction in a long line of flops. I was a little taken aback by the sonic wave toothbrush which was displayed by an out of work doctor who couldn't tell me if the product was endorsed by any medical or dental associations and referred me to the Salton website for the answer. (It was not.) The final decision to exit the position was not based on your incompetence, arrogance, and innumerable short comings alone. It was my conclusion that the Company's board is governed by a toothless crew of cronies or pathetically weak individuals who I can only conclude are in way over their heads and unable to take appropriate action. Before you bid me adieu, be advised that Third Point LLC holds significant positions in the Company's publicly traded debentures. In the likely event that an out of court restructuring is not reached, I look forward to personally dedicating my considerable energy to serving on the creditors committee and seeking your ouster at that time. Until we meet again, I am Sincerely, /s/ Daniel S. Loeb Daniel S. Loeb Chief Executive Officer 2 -----END PRIVACY-ENHANCED MESSAGE-----