-----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, OiRgFXQB/kb86OSOM/wmSuhnF8p9ywTYI6xYTeFTRZKHEa/GZvG9WtmK7UIDE5Vj VKOstybW8QmAo9tr8U/stA== 0001169232-07-003752.txt : 20070926 0001169232-07-003752.hdr.sgml : 20070926 20070926104949 ACCESSION NUMBER: 0001169232-07-003752 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070926 DATE AS OF CHANGE: 20070926 GROUP MEMBERS: NIERENBERG INVESTMENT MANAGEMENT OFFSHORE, INC. GROUP MEMBERS: THE D3 FAMILY BULLDOG FUND, L.P. GROUP MEMBERS: THE D3 FAMILY CANADIAN FUND, L.P. GROUP MEMBERS: THE D3 FAMILY FUND, L.P. GROUP MEMBERS: THE DIII OFFSHORE FUND, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BROOKS AUTOMATION INC CENTRAL INDEX KEY: 0000933974 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 043040660 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45079 FILM NUMBER: 071135700 BUSINESS ADDRESS: STREET 1: 15 ELIZABETH DRIVE CITY: CHELMSFORD STATE: MA ZIP: 01824 BUSINESS PHONE: (978) 262-2400 MAIL ADDRESS: STREET 1: 15 ELIZABETH DRIVE CITY: CHELMSFORD STATE: MA ZIP: 01824 FORMER COMPANY: FORMER CONFORMED NAME: BROOKS-PRI AUTOMATION INC DATE OF NAME CHANGE: 20020514 FORMER COMPANY: FORMER CONFORMED NAME: BROOKS AUTOMATION INC DATE OF NAME CHANGE: 19941215 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NIERENBERG INVESTMENT MANAGEMENT CO CENTRAL INDEX KEY: 0001282683 IRS NUMBER: 911677205 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 19605 NE 8TH ST CITY: CAMAS STATE: WA ZIP: 98607 SC 13D/A 1 d72749_sc13da.txt INFORMATION STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7) BROOKS AUTOMATION, INC. (BRKS) - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 114340102 - -------------------------------------------------------------------------------- (CUSIP Number) David Nierenberg The D3 Family Funds 19605 NE 8th Street Camas, WA 98607 (360) 604-8600 With a copy to: Henry Lesser, Esq. DLA Piper US LLP 2000 University Avenue East Palo Alto, CA 94303 (650) 833-2000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 25, 2007 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of 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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_]. CUSIP No.114340102 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON The D3 Family Fund, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (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 Washington - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 849,215 Common Shares (1.2%) ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 849,215 WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON For the reporting person listed on this page, 849,215; for all reporting persons as a group, 5,056,958 shares (7.2%) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 2 CUSIP No.114340102 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON The DIII Offshore Fund, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (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 Bahamas - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 1,131,718 Common Shares (1.6%) ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 1,131,718 WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON For the reporting person listed on this page, 1,131,718; for all reporting persons as a group, 5,056,958 shares (7.2%) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 CUSIP No.114340102 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON The D3 Family Bulldog Fund, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (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 Washington - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 2,997,525 Common Shares (4.3%) ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 2,997,525 WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON For the reporting person listed on this page, 2,997,525; for all reporting persons as a group, 5,056,958 shares (7.2%) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 4 CUSIP No.114340102 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON The D3 Family Canadian Fund, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (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 Washington - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 78,500 Common Shares (0.1%) ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 78,500 WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON For the reporting person listed on this page, 78,500; for all reporting persons as a group, 5,056,958 shares (7.2%) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 5 CUSIP No.114340102 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON Nierenberg Investment Management Company, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (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 Washington - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 5,056,958 Shares (7.2%) OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 5,056,958 Shares - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON For the reporting person listed on this page, 5,056,958; for all reporting persons as a group, 5,056,958 shares (7.2%) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 6 CUSIP No.114340102 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON Nierenberg Investment Management Offshore, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (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 Bahamas - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 1,131,718 Common Shares (1.6%) OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,131,718 Common Shares - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON For the reporting person listed on this page, 1,131,718; for all reporting persons as a group, 5,056,958 shares (7.2%) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 7 CUSIP No.114340102 This Amendment No. 7 to Schedule 13D (this "Amendment") amends the below-indicated items from the Schedule 13D previously filed by or on behalf of the undersigned parties (the "Reporting Person"), as previously amended (the "Schedule 13D"), by supplementing such Items with the information below: Item 2. Identity and Background. The Reporting Persons now include The D3 Family Canadian Fund, L.P., a Washington State limited partnership ("D3 Family Canadian Fund") of which Nierenberg Investment Management Company, Inc., a Reporting Person, is the general partner. Item 3. Source and Amount of Funds or Other Consideration. The total amount of the funds used to make the purchases reported in Item 5 was $1,491,795 and the source of funds for purchases of Shares by each of the D3 Funds (including D3 Family Canadian Fund), is the working capital of the applicable Fund. Item 4. Purpose of Transaction. We are calling upon Brooks to commit to an immediate 10 million share repurchase. Our request is made in a letter to CEO-elect Robert Lepofsky and Board Chair Joseph R. Martin. This letter is attached to this filing. The statements by the Reporting Persons in the above-referenced letter regarding their investment in BRKS represent solely their own analyses and judgments, based on publicly-available information and their own internal evaluation thereof. Those statements are not intended, and should not be relied on, as investment advice to any other investor or prospective investor. To the extent those statements reflect assessments of possible future developments, those assessments are inherently subject to the uncertainties associated with all assessments of future events; actual developments may materially differ as a result of circumstances affecting BRKS and/or extrinsic factors such as developments in the company's industry and the economic environment. The Reporting Persons reserve the right to change their internal evaluation of this investment in the future, as well as to increase or decrease their investment depending on their evaluation, and to discuss the company and their investment in it with the directors and executive officers of the company and third parties, without further amending the Schedule 13D except as required by applicable rules. 8 Item 5. Interest in Securities of the Issuer. (a, b) The Reporting Persons, in the aggregate, beneficially own 5,056,958 Shares, constituting approximately 7.2% of the outstanding Shares. (c) During the past sixty (60) days, the following purchases of Shares were made by D3 Family Funds in open market transactions: Fund Trade Date Shares Bought Price ---- ---------- ------------- ----- D3 Family Canadian Fund LP 8/6/2007 5,000 16.00 D3 Family Canadian Fund LP 8/10/2007 73,500 13.51 D3 Family Bulldog Fund LP 8/10/2007 31,000 13.51 Item 7. Material to be filed as Exhibits Exhibit 1 to this Amendment is the letter referred to in response to Item 4 of this Amendment. Exhibit 2 to this Amendment is the Joint Filing Agreement among the Reporting Persons dated August 3, 2007 pursuant to which all of the Reporting Persons have authorized the filing of this Amendment as a group. 9 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in the Statement is true, complete and correct. D3 Family Fund, L.P., D3 Family Bulldog Fund, L.P., and D3 Family Canadian Fund, L.P. By: Nierenberg Investment Management Company, Inc. Its: General Partner September 26, 2007 By: /s/ David Nierenberg - ------------------ ----------------------------------- David Nierenberg, President DIII Offshore Fund, L.P. By: Nierenberg Investment Management Offshore, Inc. Its: General Partner September 26, 2007 By: /s/ David Nierenberg - ------------------ ----------------------------------- David Nierenberg, President Nierenberg Investment Management Company, Inc. September 26, 2007 By: /s/ David Nierenberg - ------------------ ----------------------------------- David Nierenberg, President Nierenberg Investment Management Offshore, Inc. September 26, 2007 By: /s/ David Nierenberg - ------------------ ----------------------------------- David Nierenberg, President 10 EX-1 2 d72749_ex1.txt THE D(3) FAMILY FUNDS EXHIBIT 1 - --------- THE D3 FAMILY FUNDS September 25, 2007 Messrs. Robert Lepofsky and Joseph Martin CEO- elect and Chairman of the Board Brooks Automation 15 Elizabeth Drive Chelmsford, MA 01824 Dear Bob and Joe: We welcome Bob as Brooks' new CEO and congratulate the board on a wise selection. We believe that the strategic, operational, and financial actions taken under Ed Grady's leadership have set the stage for Brooks to become an excellent company and a very well performing stock. As you set your agenda for the company as its new CEO, we urge you to use the company's balance sheet assets shrewdly to maximize shareholder value. We believe that the combination of continued share gains, product cost reduction, and a strong commitment to a large, ongoing share repurchase program together have the potential to quadruple Brooks' share price over the next four years. We realize that this is an aggressive objective. But it also is a feasible objective: we are convinced that Brooks has the capabilities to make this happen. Other well managed public companies have used their business strategies and balance sheet assets to attain comparable gains during the past five years: LAM Research has done this in the semiconductor capital equipment business and McDonalds in a completely different one (with very shrewd use of its balance sheet). We urge Brooks to commit immediately to a 10 million share repurchase program, to be implemented through a 10b5-1 program linearly over the next twelve months. Unquestionably Brooks has the financial strength to repurchase 10 million shares. Even though the company completed a $110 million share repurchase three months ago, we estimate that by the end of this week Brooks will once again have approximately $4 cash per share and zero debt. Beyond that, Brooks owns $45.942 million of land and buildings at book value, unencumbered by borrowing, according to the company's most recent Form 10-Q. In addition, we believe that the company has a reasonable prospect of recovering some of its legal expenses for the Therrien matter from its insurance carriers. We believe that Bob Woodbury and the operating team already have reduced Brooks' breakeven level enough that Brooks should generate approximately $15-20 million in free cash flow each average quarter. We recognize that your industry is in a cyclical downturn right now, but we believe that offshore component sourcing, manufacturing, and assembly should provide further significant potential to reduce product costs and increase free cash flow. 11 In summary we anticipate that Brooks shortly will have approximately $4 in cash per share plus approximately 65 cents per share more in real estate, and that cash per share plus real estate plus potential legal expense recoveries could total approximately $5.70 per share by the end of fiscal 2008. Brooks is neither a bank nor an REIT. It is a rapidly growing operating company which generates more cash than it needs. Even after buying 10 million shares at current prices over the next 12 months, Brooks would still have approximately $225 million in cash and its real estate portfolio and still enjoy free operating cash flow. Thus if your growth strategy for the company included additional acquisitions, to either extend your geographic, product, or technology reach, Brooks would still have ample resources with which to fund them. Nothing here is intended to reduce your ability to grow the company. Our suggestions here are all about growing earnings per share and boosting return on capital, which are to us the two primary drivers of share valuation. Brooks is a high earnings growth company. You don't enjoy a commensurate multiple or valuation, but we believe that you are a 20% annual earnings growth company. This inconsistency between your current market valuation and your intrinsic value is what makes a large immediate repurchase program so timely and powerful. We believe, and management has publicly corroborated this on the last several earnings calls, that Brooks' average annual revenue growth rate over the next five years should be approximately 12%, resulting from continued growth of the semiconductor industry, continued substitution of merchant for captive robotics, more sales of systems than components, the growth of Brooks' global service business, penetration of the Japanese market through the Yaskawa joint venture, and continued market share gains. This top line growth, when combined with the gross margin improvements which management has projected, and assuming continued good management of corporate costs, should enable Brooks to grow (normally taxed) EPS at an average of approximately 20% per year over the next five years. Finally, if the company were to make ongoing share repurchases over the next five years so that its share count would shrink from 75 to 50 million, Brooks' five year average EPS growth rate would rise to 30%. Instead of trading, as Brooks does today, at a total enterprise value ratio of less than one times forward revenues, we believe that Brooks after this repurchase program should and would trade in the range of two to three times revenues, comparable with valuations of the leading public companies in your industry. At this moment Applied Materials, LAM Research, and KLA-Tencor trade at three times forward revenues. Very few companies enjoy the combination of organic growth, high market share, balance sheet strength, and strong management that Brooks has today. Not many companies have the potential to quadruple their share price over the next four to five years. We are absolutely convinced that you do. The numbers tell the story: We believe that Brooks can grow revenues from approximately $740 million in fiscal 2007 to $1.2 billion in fiscal 2011. We believe that gross margin dollars and net profit after tax would grow to $445 million and $157 million (assuming a 35% income tax rate) respectively during the same period. Assuming a 51.5 million average share count during fiscal 2011, EPS would rise to $3.05. Using an earnings multiple of 20 and a price to sales ratio of 2.5, the share price would rise to $60-61, which is more than a quadrupling from Brooks' current share price. We suggest that, instead of repurchasing via a second Dutch Auction, Brooks commit to a 10b5-1 program of ongoing automatic daily share repurchases. Ten million shares can comfortably be 12 repurchased over the next twelve months at the rate of 40,000 shares per day. This volume of repurchases should not distort your share price because your daily trading volume now averages 1.16 million shares. We hope you will make a 10 million share repurchase program one of your immediate top priorities. We are not making this suggestion to facilitate our exit from Brooks. We are not a short term investor. We hold our portfolio investments for an average of seven years. During that long term hold we believe that you can drive the share price from $14 to $60. We want to enjoy the full ride with you. Thanks for considering our point of view. Sincerely yours, /s/ David Nierenberg Nierenberg Investment Management Company Inc. 19605 NE 8th Street Camas, WA 98607 13 EX-2 3 d72749_ex2.txt JOINT FILING AGREEMENT (RESTATED) EXHIBIT 2 - --------- JOINT FILING AGREEMENT (RESTATED) --------------------------------- WHEREAS, the undersigned (collectively, the "Reporting Persons") from time to time make filings with the Securities and Exchange Commission pursuant to Regulation 13D-G under the Securities Exchange Act of 1934, as amended; and WHEREAS, the Reporting Persons prefer to make joint filings on behalf of all Reporting Persons rather than individual filings on behalf of each of the Reporting Persons; NOW, THEREFORE, the undersigned hereby agree as follows with each of the other Reporting Persons: 1. Each of the Reporting Persons is individually eligible to make joint filings. 2. Each of the Reporting Persons is responsible for timely making joint filings and any amendments thereto. 3. Each of the Reporting Persons is responsible for the completeness and accuracy of the information concerning such person contained in joint filings. 4. None of the Reporting Persons is responsible for the completeness or accuracy of the information concerning the other Reporting Persons contained in joint filings, unless such person knows or has reason to believe that such information is inaccurate. 5. This Joint Filing Agreement amends, restates and supersedes the Joint Filing Agreement dated July 24, 2006 by and among the undersigned, D3 Children's Fund, L.P. and D3 Family Retirement Fund, L.P. but only as to those filings to be made by all Reporting Persons. 14 6. The undersigned agree that each joint filing made on or after the date hereof will be, and any amendment thereto will be, made on behalf of each of the Reporting Persons. D3 Family Fund, L.P., D3 Family Bulldog Fund, L.P. and D3 Family Canadian Fund, L.P. By: Nierenberg Investment Management Company, Inc. Its: General Partner August 3, 2007 By: -------------------------------------- David Nierenberg, President DIII Offshore Fund, L.P. By: Nierenberg Investment Management Offshore, Inc. Its: General Partner August 3, 2007 By: --------------------------------------- David Nierenberg, President Nierenberg Investment Management Company, Inc. August 3, 2007 By: --------------------------------------- David Nierenberg, President Nierenberg Investment Management Offshore, Inc. August 3, 2007 By: -------------------------------------- David Nierenberg, President 15 -----END PRIVACY-ENHANCED MESSAGE-----