0000921895-11-000919.txt : 20110502 0000921895-11-000919.hdr.sgml : 20110502 20110502172121 ACCESSION NUMBER: 0000921895-11-000919 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110502 DATE AS OF CHANGE: 20110502 EFFECTIVENESS DATE: 20110502 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FISHER COMMUNICATIONS INC CENTRAL INDEX KEY: 0001034669 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 910222175 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-22439 FILM NUMBER: 11801907 BUSINESS ADDRESS: STREET 1: 100 FOURTH AVENUE NORTH STREET 2: SUITE 510 CITY: SEATTLE STATE: WA ZIP: 98109-4932 BUSINESS PHONE: 2064047000 MAIL ADDRESS: STREET 1: 100 FOURTH AVENUE NORTH STREET 2: SUITE 510 CITY: SEATTLE STATE: WA ZIP: 98109-4932 FORMER COMPANY: FORMER CONFORMED NAME: FISHER COMPANIES INC DATE OF NAME CHANGE: 19970226 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FrontFour Capital Group LLC CENTRAL INDEX KEY: 0001430308 IRS NUMBER: 205997207 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: TWO STANFORD LANDING STREET 2: 68 SOUTHFIELD AVENUE, SUITE 290 CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 203-274-9052 MAIL ADDRESS: STREET 1: TWO STANFORD LANDING STREET 2: 68 SOUTHFIELD AVENUE, SUITE 290 CITY: STAMFORD STATE: CT ZIP: 06902 DFAN14A 1 dfan14a08016002_05022011.htm dfan14a08016002_05022011.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
 
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.  )

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FISHER COMMUNICATIONS, INC.
(Name of Registrant as Specified in Its Charter)
 
FRONTFOUR MASTER FUND, LTD.
EVENT DRIVEN PORTFOLIO
FRONTFOUR CAPITAL GROUP, LLC
DAVID A. LORBER
MATTHEW GOLDFARB
STEPHEN LOUKAS
JOHN F. POWERS
JOSEPH J. TROY
(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)

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FrontFour Master Fund, Ltd., together with the other participants named herein (collectively, “FrontFour “), has made a definitive filing with the Securities and Exchange Commission of a proxy statement and accompanying proxy card to be used to solicit votes for the election of a slate of four director nominees at the 2011 annual meeting of shareholders of Fisher Communications, Inc., a Washington corporation (the “Company”).
 
Item 1:  On May 2, 2011, FrontFour issued the following press release:
 
FOR IMMEDIATE ISSUANCE
 
FRONTFOUR COMMENTS ON INSTITUTIONAL SHAREHOLDER SERVICES (ISS) REPORT
 
Despite Recommendation, Even ISS Cannot Ignore that “the Company Has Clearly Struggled to Deliver Shareholder Return” and Questions the Company’s Poor Corporate Governance Practices
 
FrontFour Urges Fisher Stockholders to Vote the GREEN Proxy Card for Meaningful Change on the Fisher Board
 
NEW YORK, May 2, 2011 /PRNewswire/ -- FrontFour Master Fund, Ltd., an affiliate of FrontFour Capital Group LLC (collectively, “FrontFour”), today commented on the report issued by Institutional Shareholder Services (ISS) in connection with the election contest at the upcoming annual meeting of Fisher Communications (NASDAQ-FSCI) to be held on May 11, 2011. While disappointed with ISS’s overall recommendation, FrontFour is pleased that ISS recognizes that the current Board and senior management have failed to enhance stockholder value and that ISS highlights in its report several of the same serious concerns that FrontFour has been expressing to stockholders during this election contest. In its analysis, ISS noted:
 
On the Company’s Poor Performance
“The company has clearly struggled to deliver shareholder return, down 49.2% between October 2005—when the board brought in the current CEO—and Dec. 31, 2010—the last day of trading before Huntingdon announced it had made an unsolicited offer.”
 
On the Company’s Lagging its Broadcast Television Peers
The Company’s performance between October 2005 and December 31, 2010 is “markedly worse than television peers, which were down 23.7%.”
 
On the Company’s Poor Corporate Governance Practices
“More concerning, in our view, are actions the board took in April 2007, apparently in response to GAMCO increasing its stake, to increase from 20% to 25% the threshold for shareholders to call a special meeting, and to raise to two-thirds the threshold for shareholders to amend the bylaws. It remains an open question whether such actions are really for the benefit of all shareholders or the incumbent board.”
 
“Similarly, in 2009 shareholders approved a FrontFour ballot proposal to declassify the board. In its December 2009 meeting, the board unanimously rejected declassification, and has since noted that the shareholder proposal was only approved by 0.1% of votes cast. Arguing that the margin of victory somehow throws the victory itself into doubt may be one of the least helpful things a board can do for its shareholders: from a governance perspective, the most salient fact would seem to be that a majority of shareholders did support the proposal.”
 
On the Company’s Failure to Successfully Market Fisher Plaza
“The company owns a 300,000 square foot office and data center complex in downtown Seattle, a clearly non-core asset which it marketed unsuccessfully in 2008.”
 
 
 
 
 
FrontFour Urges Stockholders Not to Allow the Current CEO & Board to Embark on Another Acquisition Spree
 
FrontFour further noted today its serious concern that Fisher’s current CEO and Board intend to embark on another acquisition spree with stockholder capital. Importantly, in the Company’s letter to stockholders dated April 29, 2011, the Company made no attempt to dispute FrontFour’s assertion that the management team and Board are looking to make acquisitions. If Ms. Brown is confident in her strategic plan, then why has she not purchased a single share of Fisher stock with her own capital? We question whether her interests are aligned with stockholders.
 
While ISS highlights that Fisher unsuccessfully marketed Fisher Plaza in 2008, FrontFour reiterated that its highly qualified nominees are committed to conducting a robust analysis of the current operations to cut costs, while simultaneously focusing on all potential strategic alternatives to maximize stockholder value -- including the current review of Fisher Plaza.
 
FrontFour stated that this election is about whether stockholders want a Board that will allow the CEO to make further acquisitions, despite past failures, or whether stockholders want new directors that will take the steps necessary to successfully maximize the value of the Company’s current assets.
 
FRONTFOUR’S NOMINEES ARE HIGHLY QUALIFIED AND EXPERIENCED AND HAVE A PLAN TO ENHANCE VALUE AT FISHER
 
FrontFour has nominated the following four highly qualified director candidates: John F. Powers, Joseph J. Troy, Matthew Goldfarb and Stephen Loukas. Collectively, our nominees have a wide range of expertise across multiple industries at both the operating and Board level. Throughout their respective careers, our nominees have demonstrated an ability to create value for their respective stakeholders in various complex and challenging scenarios.
 
THE TIME FOR MEANINGFUL CHANGE AT FISHER IS NOW! VOTE TODAY TO ENSURE THE RESPONSIBLE STEWARDSHIP OF YOUR INVESTMENT
 
Our Interests are Directly Aligned with ALL Stockholders
 
VOTE FOR CHANGE AT FISHER NOW – PLEASE SIGN, DATE AND MAIL THE ENCLOSED GREEN PROXY CARD TODAY!
 
If you have any questions, require assistance with submitting you GREEN proxy card, or need additional copies of the proxy materials, please contact:
 
D.F. King & Co., Inc.
 
48 Wall Street
 
New York, NY 10005
 
Banks & Brokerage firms please call: 212-269-5550
 
Stockholders call toll-free: 800-659-6590