0001193125-13-129323.txt : 20130327 0001193125-13-129323.hdr.sgml : 20130327 20130327160056 ACCESSION NUMBER: 0001193125-13-129323 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130327 DATE AS OF CHANGE: 20130327 GROUP MEMBERS: OTTER CREEK INTERNATIONAL LTD. GROUP MEMBERS: OTTER CREEK MANAGEMENT, INC. GROUP MEMBERS: R. KEITH LONG SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FLOW INTERNATIONAL CORP CENTRAL INDEX KEY: 0000713002 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569] IRS NUMBER: 911104842 STATE OF INCORPORATION: WA FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35008 FILM NUMBER: 13719971 BUSINESS ADDRESS: STREET 1: 23500 64TH AVE S STREET 2: P O BOX 97040 CITY: KENT STATE: WA ZIP: 98032 BUSINESS PHONE: 2538503500 MAIL ADDRESS: STREET 1: 23500 64TH AVENUE SOUTH CITY: KENT STATE: WA ZIP: 98032 FORMER COMPANY: FORMER CONFORMED NAME: FLOW SYSTEMS INC DATE OF NAME CHANGE: 19890320 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OTTER CREEK PARTNERS I LP CENTRAL INDEX KEY: 0000922685 IRS NUMBER: 650273189 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 222 LAKEVIEW AVENUE STREET 2: SUITE 1130 CITY: WEST PALM BEACH STATE: FL ZIP: 33401 BUSINESS PHONE: 561832 4110 MAIL ADDRESS: STREET 1: 222 LAKEVIEW AVENUE STREET 2: SUITE 1130 CITY: WEST PALM BEACH STATE: FL ZIP: 33401 SC 13D/A 1 d513473dsc13da.htm SC 13D/A SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

FLOW INTERNATIONAL CORPORATION

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.01

(Title of Class of Securities)

343468104

(CUSIP Number)

John G. Igoe, P.A.

Edwards Wildman Palmer LLP

525 Okeechobee Boulevard, Suite 1600

West Palm Beach, Florida 33401

(561) 833-7700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 27, 2013

(Date of Event which Requires Filing this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§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 §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 (“Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

 

 

 


  (1)   

NAME OF REPORTING PERSON

 

Otter Creek Partners I, L. P.

  (2)  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a)  ¨        (b)  ¨

 

  (3)  

SEC USE ONLY

 

  (4)  

SOURCE OF FUNDS

 

WC

  (5)  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

    ¨

 

  (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

 

1,020,337

     (9)   

SOLE DISPOSITIVE POWER

 

0

   (10)   

SHARED DISPOSITIVE POWER

 

1,020,337

(11)  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,020,337    

(12)  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

 

(See Instructions)

(13)  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.1%

(14)  

TYPE OF REPORTING PERSON

 

PN

 

- 2 -


  (1)   

NAME OF REPORTING PERSON

 

Otter Creek International Ltd.

  (2)  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a)  ¨        (b)  ¨

 

  (3)  

SEC USE ONLY

 

  (4)  

SOURCE OF FUNDS

 

WC

  (5)  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

    ¨

 

  (6)  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

British Virgin Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     (7)    

SOLE VOTING POWER

 

0

     (8)   

SHARED VOTING POWER

 

1,443,927

     (9)   

SOLE DISPOSITIVE POWER

 

0

   (10)   

SHARED DISPOSITIVE POWER

 

1,443,927

(11)  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,443,927

(12)  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

 

(See Instructions)

(13)  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.0%

(14)  

TYPE OF REPORTING PERSON

 

CO

 

- 3 -


  (1)   

NAME OF REPORTING PERSON

 

Otter Creek Management, Inc.

  (2)  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a)  ¨        (b)  ¨

 

  (3)  

SEC USE ONLY

 

  (4)  

SOURCE OF FUNDS

 

AF

  (5)  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

    ¨

 

  (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

 

2,464,264

     (9)   

SOLE DISPOSITIVE POWER

 

0

   (10)   

SHARED DISPOSITIVE POWER

 

2,464,264

(11)  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,464,264

(12)  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

 

(See Instructions)

(13)  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.1%

(14)  

TYPE OF REPORTING PERSON

 

CO

 

- 4 -


  (1)   

NAME OF REPORTING PERSON

 

R. Keith Long

  (2)  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a)  ¨        (b)  ¨

 

  (3)  

SEC USE ONLY

 

  (4)  

SOURCE OF FUNDS

 

AF

  (5)  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

    ¨

 

  (6)  

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

 

2,464,264

     (9)   

SOLE DISPOSITIVE POWER

 

0

   (10)   

SHARED DISPOSITIVE POWER

 

2,464,264

(11)  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,464,264

(12)  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

 

(See Instructions)

(13)  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.1%

(14)  

TYPE OF REPORTING PERSON

 

IN

 

- 5 -


This Amendment No. 2 to Schedule 13D amends the Schedule 13D filed on August 12, 2011, as amended March 21, 2012 (the “Original Statement”, and as amended by this Amendment No. 2, this “Schedule 13D”) and is being filed pursuant to Rule 13d-2(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on behalf of Otter Creek Partners I, L.P., a Delaware limited partnership (the “Domestic Fund”), Otter Creek International, Ltd., a British Virgin Islands international business company (the “Offshore Fund”), Otter Creek Management, Inc., a Delaware corporation (the “Management Company”) and R. Keith Long, an individual (“Mr. Long” and, together with the Domestic Fund, the Offshore Fund and the Management Company, the “Reporting Persons”).

This Schedule 13D relates to the common stock, par value $0.01 per share, of Flow International Corporation, a Washington corporation (the “Issuer”), which has principal executive offices located at 23500 64th Avenue South, Kent, Washington 98032. Unless the context otherwise requires, references herein to the “Common Stock” are to such Common Stock of the Issuer. The Management Company is the sole general partner of the Domestic Fund and the investment adviser to the Domestic Fund and the Offshore Fund (collectively, the “Funds”). The Funds directly own the Common Stock to which this Schedule 13D 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, including the Common Stock.

 

Item 4. Purpose of Transaction.

Item 4 of the Original Statement is hereby supplemented as follows: On March 27, 2013, the Funds sent a letter to the Board of Directors of the Issuer urging that the Issuer explore strategic options, including a sale of the company. A copy of the letter is filed as Exhibit 99.2 to this Schedule 13D.

 

Item 5. Interest in Securities of the Issuer.

Item 5 of the Original Statement is hereby amended and restated in its entirety as follows:

 

  (a) The following table sets forth the aggregate number and the percentage of outstanding shares of Common Stock that the Reporting Persons beneficially owned as of March 27, 2013.

 

Name

   Shares of Common
Stock Beneficially
Owned
    Percentage of Shares of
Common Stock
Beneficially Owned (1)
 

The Domestic Fund

     1,020,337        2.1

The Offshore Fund

     1,443,927        3.0

The Management Company

     2,464,264 (2)      5.1

R. Keith Long

     2,464,264 (2)      5.1
  

 

 

   

 

 

 

The Reporting Persons, as a group

     2,464,264        5.1

 

- 6 -


 

(1) Based on 48,423,308 shares of Common Stock reported outstanding by the Issuer as of February 26, 2013 in its Quarterly Report on Form 10-Q for the period ended January 31, 2013.
(2) Each of the Management Company and R. Keith Long disclaims beneficial ownership of the shares of Common Stock held by the Funds, except to the extent of its or his pecuniary interest therein and this statement shall not be deemed an admission that the Management Company or R. Keith Long is the beneficial owner of such shares for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or any other purpose.

 

  (b) The Management Company and Mr. Long share voting and dispositive power with respect to the 2,464,264 shares of Common Stock held directly by the Funds. The Management Company, Mr. Long and the Domestic Fund share voting and dispositive power with respect to the 1,020,337 shares of Common Stock held directly by the Domestic Fund. The Management Company, Mr. Long and the Offshore Fund share voting and dispositive power with respect to the 1,443,927 shares of Common Stock held directly by the Offshore Fund.

 

  (c) Since January 26, 2013, the Reporting Persons acquired and disposed of shares of Common Stock as set forth below. All such shares were acquired through brokers’ transactions.

Transactions by the Domestic Fund

 

Trade Date

   Number of Shares      Price Per Share      Transaction  

1/21/2013

     20,000       $ 3.8899         Sold   

3/21/2013

     25,000         3.44         Bought   

3/21/2013

     9,126         3.4624         Bought   

3/22/2013

     7,371         3.5331         Bought   

Transactions by the Offshore Fund

 

Trade Date

   Number of Shares      Price Per Share      Transaction  

1/23/2013

     30,000       $ 3.8899         Sold   

2/26/2013

     1,700         3.8819         Sold   

2/27/2013

     1,806         3.8825         Sold   

3/5/2013

     7,227         3.8019         Sold   

3/11/2013

     6,500         3.7619         Sold   

 

  (d) Other than the Funds which directly hold the shares of Common Stock, and except as set forth in this Item 5, no person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock.

 

  (e) Not applicable.

 

- 7 -


Item 7. Material to Be Filed as Exhibits.

 

99.1    Joint Filing Agreement and Power of Attorney dated August 12, 2011 among the Reporting Persons (previously filed).
99.2    Letter dated March 27, 2013.

 

- 8 -


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: March 27, 2013

 

OTTER CREEK PARTNERS I, L.P.
By:   Otter Creek Management, Inc.,
  its general partner
  By:  

/s/ R. Keith Long

    R. Keith Long, President
OTTER CREEK INTERNATIONAL, LTD.
By:  

/s/ R. Keith Long

  R. Keith Long, Director
OTTER CREEK MANAGEMENT, INC.
By:  

/s/ R. Keith Long

  R. Keith Long, Chief Executive Officer
R. KEITH LONG

R. Keith Long

R. Keith Long

 

- 9 -

EX-99.2 2 d513473dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

OTTER CREEK MANAGEMENT, INC.

222 LAKEVIEW AVENUE

SUITE 1100

WEST PALM BEACH, FL 33401

PHONE: (561) 832-4110

FAX: (561) 655-6902

EMAIL: KLONG@OTTERCREEKMGT.COM

SHAREHOLDER-BOARD COMMUNICATION

March 27, 2013

Via Federal Express and Fax (253-813-9377)

Mr. Jerry L. Calhoun, Chairman

Mr. Charles M. Brown, Director

Mr. Patrick J. Byrne, Director

Mr. Richard P. Fox, Director

Mr. Robert S. Jaffe, Director

Mr. Larry A. Kring, Director

Mr. Lorenzo C. Lamadrid, Director

Mr. Bradley D. Tilden, Director

c/o Corporate Secretary

Flow International Corporation

23500 64th Avenue South

Kent, WA 98032

Dear Directors:

We have been Flow shareholders for more than 12 years. Since the completion of the initial public offering (the IPO) at $12 per share in 1984, serial management teams have arrived, enriched themselves, destroyed value and diluted shareholders. Twenty-eight years after the IPO shareholders own stock valued at $3.50. No dividends have been paid.

In order to recognize the path toward value creation for shareholders it is necessary to understand what Flow (the company) is and is not. Flow is the global leader in the machine tool waterjet cutting category. The machine tool industry is cyclical. Industry growth approximates GDP growth. The waterjet cutting category has grown faster than the overall industry offering an incremental growth opportunity within the context of industry cyclicality. Six years ago (April 2007) Flow’s largest shareholder urged the Board to abandon its search for a CEO and retain an investment bank for the purpose of offering the company for sale. The market capitalization at that time was in excess of $400 million. The share price was $11.00. It was clear at the time that the costs of remaining as a standalone public company were such that the shareholders would never realize the true value of their ownership. Despite the urging of knowledgeable shareholders, the Board of Directors announced that in their opinion remaining independent in a public format offered the best option for optimizing shareholder value. The market capitalization is presently $170 million. The share price is $3.50. Shareholders have been brutalized. The result for shareholders has been an unmitigated disaster.

In the summer of 2007 the Board proceeded to hire Mr. Charles Brown as CEO. In his first shareholder letter he stated that while continuing to rebuild infrastructure

“…our eyes will continue to be focused on growth, which is in our DNA. As in the past, this growth will be driven by our proven formula: creating new opportunities with our technology advantage while adding sales resources that generate incremental revenue…”


Shareholder-Board Communication Letter    Page 2 of 2
March 27, 2013   

 

To experienced investors in Flow used to the cycles inherent in the machine tool industry, the concept that growth was “in our DNA” seemed rather bizarre. Thus began Mr. Brown’s strange and quixotic journey to reframe the company as some sort of 1990’s hot technology growth entity.

For the fiscal year ending April 2008 revenues came in at $244 million. Pretax income before extraordinary items totaled $15.3 million. For the fiscal year ending in April 2013 revenues are projected to come in at $267 million and pretax income is projected to be approximately $15.5 million. April 2008 share count was 37.4 million. April 2013 share count will be approximately 48.4 million. For the five years ending 2013, cumulative income available to shareholders totals to a $12.5 loss. In his quest for recognition as a growth company Mr. Brown has certainly followed through on his plan to add sales resources. Sales and marketing expenses that were running at an annual rate of $42 million in fiscal year 2008 are now running in excess of $50 million. The $8 million incremental annual expense run rate has generated $20 million in incremental revenue. Since a meaningful component of that revenue increase has been in consumables we estimate that shareholders are paying roughly $1 million in incremental sales and marketing expenses for every $2 million in incremental machine sales.

Over the past six years the machine tool industry experienced cyclical top line performance not dissimilar to long term industry history. Flow’s peers took the cycle as an opportunity to rationalize costs through disciplined expense management. Those peers have rebounded with strong profit performance. Flow management has been unwilling to make hard cost cutting decisions. Instead we have been told the Flow plan is to invest in growth initiatives which will drive future revenue and profitability. The result has been abysmal performance with Flow ranking at the bottom in virtually every peer company performance metric. Meanwhile over the same six years, while shareholders have been severely diluted, Mr. Brown, primarily through options and share grants, has accumulated 1.4 million shares or roughly 2.9% of the company.

Six years ago your largest shareholder expressed concern with the relative small scale of Flow’s operations and the accompanying high cost incurred to maintain public company status. The past six years have shown that shareholders will never realize value with Flow as an independent public company. It is time to end the shareholder abuse. We urge the Board of Directors to hire a reputable investment bank with a mandate to explore strategic alternatives including the sale of the company. The environment is receptive. Do not make the same horrendous mistake twice.

 

Sincerely,
OTTER CREEK PARTNERS I, L.P.
By:   Otter Creek Management, Inc.,
its General Partner
  By:  

/s/ R. Keith Long

    R. Keith Long, President
OTTER CREEK INTERNATIONAL, LTD.
  By:  

/s/ R. Keith Long

    R. Keith Long, Director