0001448430-12-000005.txt : 20120221 0001448430-12-000005.hdr.sgml : 20120220 20120221105846 ACCESSION NUMBER: 0001448430-12-000005 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20120221 DATE AS OF CHANGE: 20120221 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHROMCRAFT REVINGTON INC CENTRAL INDEX KEY: 0000884130 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD FURNITURE [2510] IRS NUMBER: 351848094 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42371 FILM NUMBER: 12625486 BUSINESS ADDRESS: STREET 1: 1330 WIN HENTSCHEL BLVD., SUITE 250 CITY: WEST LAFAYETTE STATE: IN ZIP: 47906 BUSINESS PHONE: 7658072640 MAIL ADDRESS: STREET 1: 1330 WIN HENTSCHEL BLVD., SUITE 250 CITY: WEST LAFAYETTE STATE: IN ZIP: 47906 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Aldebaran Capital, LLC CENTRAL INDEX KEY: 0001448430 IRS NUMBER: 352064865 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 10293 N. MERIDIAN STREET STREET 2: SUITE 100 CITY: INDIANAPOLIS STATE: IN ZIP: 46290 BUSINESS PHONE: 317-818-7827 MAIL ADDRESS: STREET 1: 10293 N. MERIDIAN STREET STREET 2: SUITE 100 CITY: INDIANAPOLIS STATE: IN ZIP: 46290 SC 13D/A 1 aldebaran13da2.txt AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 2) Chromcraft Revington, Inc. (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 171117104 (CUSIP Number) Kenneth R. Skarbeck c/o Aldebaran Capital, LLC 10293 N. Meridian St., Ste. 100 Indianapolis, IN 46290 (317) 818-7827 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 9, 2011 (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 [ ]. 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 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). CUSIP No. 171117104 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Aldebaran Capital, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS OO 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 of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 507,644 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 507,644 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 507,644 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.9 % 14. TYPE OF REPORTING PERSON IA CUSIP No. 171117104 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Kenneth R. Skarbeck 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS OO 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 of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 507,644 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 507,644 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 507,644 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.9 % 14. TYPE OF REPORTING PERSON IN, HC CUSIP NO. 171117104 The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned on October 28, 2008 with respect to the Issuer named on the cover page hereof and to which reference is made for the definitions of capitalized terms that are not otherwise defined in this Amendment, and as amended by Amendment No. 1 thereto filed on February 14, 2012. Such Schedule 13D is hereby amended as follows. Item 4. Purpose of Transaction. Item 4 is amended to add the following: On December 9, 2011, Kenneth R. Skarbeck sent a letter to a member of the Board of Directors of the Issuer, the complete text of which is filed herewith as Exhibit 99.1 and incorporated into this Item 4 in its entirety. Also on December 9, 2011, Kenneth R. Skarbeck sent a letter to the Chair of the Nominating and Corporate Governance Committee of the Issuer, the complete text of which is filed herewith as Exhibit 99.2 and incorporated into this Item 4 in its entirety. On or about December 21, 2011, the Chairman of the Issuer's Nominating and Corporate Governance Committee sent a letter to Kenneth R. Skarbeck dated December 21, 2011, the complete text of which is filed herewith as Exhibit 99.3 and incorporated into this Item 4 in its entirety. On or about February 14, 2012, Kenneth R. Skarbeck completed and returned to the Issuer the form of questionnaire that the Issuer sent to Mr. Skarbeck concerning his request for nomination to the Issuer's Board of Directors Item 5. Interest in Securities of the Issuer. Item 5 is hereby amended and restated to read as follows: (a-e) As of the date of signature of this Amendment No. 2, Aldebaran may be deemed to be the beneficial owner of 507,644 Shares (7.9%) of the Issuer and Kenneth R. Skarbeck may be deemed to be the beneficial owner of 507,644 Shares (7.9%) of the Issuer, based upon the 6,424,393 Shares outstanding as of November 2, 2011, according to the Issuer's most recent quarterly report on Form 10-Q. Aldebaran has the sole power to vote or direct the vote of 507,644 Shares, and Kenneth R. Skarbeck (by reason of his personal management of all client accounts of Aldebaran) has the sole power to vote or direct the vote of 507,644 Shares to which this filing relates. Aldebaran has the sole power (with its various clients, due to the terminable nature of all client accounts) to dispose or direct the disposition of 507,644 Shares, and Kenneth R. Skarbeck (by reason of his personal management of all client accounts of Aldebaran) has the sole power to dispose or direct the disposition of 507,644 Shares to which this filing relates. The trading dates, number of Shares purchased and the price per share for all transactions in the Shares since October 9, 2011 (the 60th day prior to December 9, 2011) through the date signature of this Amendment No. 2 by the Reporting Persons are set forth in Schedule A and were effected in the open market. The Reporting Persons specifically disclaim beneficial ownership in the Shares reported herein except to the extent of their pecuniary interest therein. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Item 6 is hereby amended to add the following: On February 14, 2012, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. A copy of this agreement is attached hereto as Exhibit 99.4 and is incorporated herein by reference. Item 7. Material to be Filed as Exhibits. Item 7 is hereby amended to add the following exhibits: Exhibit 99.1 Letter to a Director of the Issuer dated December 9, 2011. Exhibit 99.2 Letter to the Chair of the Nominating and Corporate Governance Committee of the Issuer dated December 9, 2011. Exhibit 99.3 Letter from the Chairman of the Nominating and Corporate Governance Committee of the Issuer to Kenneth R. Skarbeck dated December 21, 2011. Exhibit 99.4 Joint Filing Agreement dated February 14, 2012, by and between Aldebaran and Kenneth R. Skarbeck. SIGNATURE 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. February 21, 2012 (Date) Aldebaran Capital, LLC By: /s/ Kenneth R. Skarbeck Name: Kenneth R. Skarbeck Title: Managing Member /s/ Kenneth R. Skarbeck Kenneth R. Skarbeck Exhibit 99.4 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of Amendment No. 2 to the Schedule 13D originally filed on October 28, 2008 (and agree to the joint filing on behalf of each of them of additional amendments thereto) with respect to the shares of Common Stock, par value $0.01 per share, of Chromcraft Revington, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement. Dated: February 21, 2012 Aldebaran Capital, LLC By: /s/ Kenneth R. Skarbeck Name: Kenneth R. Skarbeck Title: Managing Member /s/ Kenneth R. Skarbeck Kenneth R. Skarbeck Schedule A (complete and attach only if applicable) Transactions in the Securities of the Issuer Since October 9, 2011 Purchase/Sale Trade Date Number of Shares Price per Share Purchase 10/27/2011 1,000 1.06 Purchase 10/27/2011 2,000 1.05 Sale 11/28/2011 900 .99 Purchase 11/30/2011 1,500 1.08 Sale 1/18/2012 250 1.20 Sale 1/18/2012 150 1.20 Sale 1/18/2012 500 1.20 Sale 2/17/2012 700 1.32 Sale 2/17/2012 1,000 1.32 Sale 2/17/2012 1,800 1.32 EX-99 2 Exhibit991.txt EXHIBIT 99.1 LETTER TO A DIRECTOR OF THE ISSUER DATED DECEMBER 9, 2011 Exhibit 99.1 Mr. Larry P. Kunz December 9, 2011 Director Chromcraft Revington, Inc. 1330 Win Hentschel Boulevard, Suite 250 West Lafayette, IN 47906 From: Kenneth R. Skarbeck, Managing Member of Aldebaran Capital, LLC; Owners of 7.7% of Chromcraft Revington, Inc. common stock according to 13D filing 10-29-08 Dear Mr. Kunz: I am writing to express my opposition to the contemplated 240,000 share grant of "performance shares" to Chromcraft Revington, Inc.'s CEO. Chromcraft has not recorded an operating profit since the second quarter of 2006. For the first nine months of 2011, operating losses were $3.9 million and the price of the company's common stock is down about 50%. Shareholders have the right to ask, "What is the Board's definition of performance?" Our analysis suggests the "intrinsic value" of Chromcraft's stock is currently somewhere above $3 per share. Thus, the contemplated grant of 240,000 shares possesses a current value far in excess of the stock market's appraisal. We hope that this relationship between market price and intrinsic value is understood by Chromcraft's Board anytime our company's stock is used as a currency. I am not opposed to properly structured incentive compensation. In situations like this, where the market price is significantly below intrinsic value, we suggest a hurdle price above the current market price. Another recommendation would be a performance grant contingent on the company recording an operating profit. In both cases, business performance is required and shareholders are treated with integrity. I hope you will take this discussion into consideration when determining whether the conditions for the stock grant have been met. Lastly, I would like to become a director of Chromcraft Revington, Inc. I would prefer to be named to the Board prior to a proxy vote at the annual meeting - in other words, as soon as the company could make the necessary arrangements. If this is unachievable, I have attached for your review a notice of nomination in accordance with the company's By-Laws and procedures. Sincerely, Kenneth R. Skarbeck cc: Theodore L. Mullett, John D. Swift, David L. Kolb EX-99 3 Exhibit992.txt EXHIBIT 99.2 LETTER TO THE CHAIR OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE ISSUER DATED DECEMBER 9, 2011 Exhibit 99.2 December 9,2011 Chair, Nominating and Corporate Governance Committee Chromcraft Revington, Inc. 1330 Win Hentschel Boulevard, Suite 250 West Lafayette, IN 47906 The individual named below is being submitted to the Chromcraft Revington, Inc. Nominating and Corporate Governance Committee as a candidate for the Chromcraft Revington, Inc. Board of Directors: Kenneth R. Skarbeck Age: 52 Managing Member of Aldebaran Capital, LLC a registered investment advisory firm 10293 N. Meridian St., Ste. 100, Indianapolis, IN 46290 Phone: (317) 818-7827 Web: www.aldebarancapital.com Ken has 30 years of experience in the investment industry. He formed Aldebaran Capital in 1999, as a privately held fee-based investment advisory firm, to manage common stock portfolios for individuals and institutions. Ken earned the Chartered Financial Analyst designation in 1992. Since it was first introduced in 1963, the Chartered Financial Analyst (CFA) designation has become the most respected and recognized investment credential in the world. From 1995-97, Ken was a member of the Pension Management Oversight Commission (PMOC) for the State of Indiana. During 1996, Ken was a member of Hoosiers For Funding Reform, a non-partisan broad based group of Indiana businesses and organizations formed for the purpose of changing the Indiana Constitution to allow equity investments in the State's public pension plans. Ken has written a bi-weekly investment column for the Indianapolis Business Journal since 2004 and recently completed his 200th piece. Aldebaran Capital clients own 7.7% of the outstanding shares of Chromcraft common stock. Ken has studied the history of Chromcraft, including the company's SEC filings. Over the past few years, Ken has had the pleasure of meeting and communicating with several of the company's executives and directors. Ken proposes the following compensation structure to the Committee if elected as a director: 1) $9,000 annual salary 2) a one-time 30,000 share grant with a $2 per share hurdle/strike price If nominated and elected, Ken Skarbeck is willing to serve as a Chromcraft director. EX-99 4 Exhibit993.txt EXHIBIT 99.3 LETTER FROM THE CHAIRMAN OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE ISSUER TO KENNETH R. SKARBECK DATED DECEMBER 21, 2011. Exhibit 99.3 Chromcraft Revington, Inc. December 21,2011 Mr. Kenneth R. Skarbeck Aldebaran Capital, LLC 10293 N. Meridian St., Ste. 100 Indianapolis, IN 46290 RE: Questionnaire Dear Mr. Skarbeck: The Nominating and Corporate Governance Committee of Chromcraft Revington, Inc. has received your request to be appointed to the Company's Board of Directors. There are no vacancies on the Board at this time. Nevertheless, the Nominating and Corporate Governance Committee will review your request in accordance with its procedures for considering new director candidates. As such, the Committee will be sending you a questionnaire that will enable you to provide the Committee with additional information about you. When you receive the questionnaire, please complete it and return it to my attention at the Company's corporate headquarters in West Lafayette, Indiana. Following the Committee's review of your completed questionnaire, the Committee will contact you. In the meantime, if you have any questions or need additional information, please contact our Chairman of the Board, Ron Butler. Very truly yours, /s/ Larry P. Kunz Chairman Nominating and Corporate Governance Committee cc: Members of the Nominating and Corporate Governance Committee Chromcraft Revington, Inc. Ronald H. Butler, Chairman and Chief Executive Officer, Chromcraft Revington, Inc.