0001013594-01-500106.txt : 20011019
0001013594-01-500106.hdr.sgml : 20011019
ACCESSION NUMBER: 0001013594-01-500106
CONFORMED SUBMISSION TYPE: SC 13D
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20011011
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: DICE INC
CENTRAL INDEX KEY: 0001067056
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374]
IRS NUMBER: 133899472
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-55597
FILM NUMBER: 1757283
BUSINESS ADDRESS:
STREET 1: 3 PARK AVE
CITY: NEW YORK
STATE: NY
ZIP: 10016
BUSINESS PHONE: 2127256550
MAIL ADDRESS:
STREET 1: 3 PARK AVE
CITY: NEW YORK
STATE: NY
ZIP: 10016
FORMER COMPANY:
FORMER CONFORMED NAME: EARTHWEB INC
DATE OF NAME CHANGE: 19980728
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: ELLIOTT ASSOCIATES LP
CENTRAL INDEX KEY: 0000904495
STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000]
IRS NUMBER: 222140975
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D
BUSINESS ADDRESS:
STREET 1: 712 FIFTH AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 2125062999
MAIL ADDRESS:
STREET 1: ELLIOTT ASSOCIATES LP
STREET 2: 712 5TH AVE
CITY: NEW YORK
STATE: NY
ZIP: 10019
SC 13D
1
dice-13d.txt
10/11/01
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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. ___)*
Dice, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
25301P107
(CUSIP Number)
Stephen M. Schultz, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
Tel: (212) 986-6000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 11, 2001
(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 which 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
[x].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 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 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).
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Elliott Associates, 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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
465,546
8 SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
465,546
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
465,546
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Elliott International, 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
Cayman Islands, British West Indies
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8 SHARED VOTING POWER
547,379
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
547,379
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
547,379
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Elliott International Capital Advisors Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8 SHARED VOTING POWER
547,379
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
547,379
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
547,379
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1. Security and Issuer.
This statement relates to the common stock (the "Common Stock") of Dice,
Inc. (the "Issuer"). The Issuer's principal executive office is located at 3
Park Avenue, New York, New York 10016.
ITEM 2. Identity and Background.
(a)-(c) This statement is being filed by Elliott Associates, L.P., a
Delaware limited partnership, and its wholly-owned subsidiaries (collectively,
"Elliott"), Elliott International, L.P., a Cayman Islands limited partnership
("Elliott International"), and Elliott International Capital Advisors Inc., a
Delaware corporation ("EICA" and collectively with Elliott and Elliott
International, the "Reporting Persons"). Paul E. Singer ("Singer") and Elliott
Capital Advisors, L.P., a Delaware limited partnership ("Capital Advisors"),
which is controlled by Singer, are the general partners of Elliott. Hambledon,
Inc., a Cayman Islands corporation ("Hambledon"), which is also controlled by
Singer, is the sole general partner of Elliott International. EICA is the
investment manager for Elliott International. EICA expressly disclaims equitable
ownership of and pecuniary interest in any shares of Common Stock.
The business address of each of Elliott, EICA, Singer and Capital Advisors
is 712 Fifth Avenue, 36th Floor, New York, New York 10019. The business address
of each of Elliott International and Hambledon is c/o HSBC Financial Services
(Cayman) Limited, P.O. Box 1109, Mary Street, Grand Cayman, Cayman Islands.
The principal business of each of Elliott and Elliott International is to
purchase, sell, trade and invest in securities. The principal business of EICA
is the furnishing of investment advisory services to Elliott International. The
principal business of Mr. Singer is serving as general partner of Elliott and
Capital Advisors and as president of EICA. The principal business of Capital
Advisors is serving as general partner of Elliott. The principal business of
Hambledon is serving as general partner of Elliott International.
(d) and (e) During the last five years, none of the persons or entities
listed above has been (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors); or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
(f) Mr. Singer is a citizen of the United States of America.
ITEM 3. Source and Amount of Funds or Other Consideration.
The source and amount of funds used by Elliott in making its purchases of
the shares of Common Stock beneficially owned by it are set forth below:
SOURCE OF FUNDS AMOUNT OF FUNDS
Working Capital $5,749,000
The source and amount of funds used by Elliott International in making its
purchases of the shares of Common Stock beneficially owned by it are set forth
below:
SOURCE OF FUNDS AMOUNT OF FUNDS
Working Capital $7,159,625
ITEM 4. Purpose of Transaction.
Each of Elliott and Elliott International acquired the Common Stock
beneficially owned by it in the ordinary course of its trade or business of
purchasing, selling, trading and investing in securities. EICA has acted as
investment manager with respect to Elliott International's acquisition of
beneficial ownership of Common Stock.
Depending upon market conditions and other factors that it may deem
material, each of Elliott and Elliott International may acquire additional
shares of Common Stock or other securities of the Issuer or may dispose of all
or a portion of the Common Stock or other securities of the Issuer that it now
beneficially owns or hereafter acquires. Elliott and Elliott International may
each take any other action with respect to the Issuer or any of its debt or
equity securities in any manner permitted by law, including, but not limited to,
considering the possibility of acquiring a controlling interest in the Issuer
and/or seeking to replace the Issuer's Board of Directors.
On October 11, 2001, Elliott and Elliott International together sent a
letter to the members of the Issuer's Board of Directors in which they proposed
that the Company repurchase all $80 million of the Issuer's outstanding 7%
Convertible Bonds due January 25, 2005 for $20 million of cash and newly issued
shares of Common Stock representing approximately 76% of the total number of
shares outstanding after such issuance. A copy of this letter is attached hereto
as Exhibit B.
Except as set forth herein, none of Elliott, Elliott International or
EICA has any plans or proposals which relate to or would result in any of the
actions set forth in subparagraphs (a) through (j) of Item 4.
ITEM 5. Interest in Securities of the Issuer.
(a) Elliott beneficially owns 465,546 shares of Common Stock, constituting
4.2% of all of the outstanding shares of Common Stock.
Elliott International and EICA beneficially own an aggregate of 547,379
shares of Common Stock, constituting 4.9% of all of the outstanding shares of
Common Stock.
Collectively, Elliott, Elliott International and EICA benefically own
1,012,925 shares of Common Stock constituting 8.7% of all of the outstanding
shares of Common Stock.
(b) Elliott has the power to vote or direct the vote of, and to dispose
or direct the disposition of, the shares of Common Stock beneficially owned by
it.
Elliott International has the shared power with EICA to vote or direct
the vote of, and to dispose or direct the disposition of, the shares of Common
Stock owned by Elliott International. Information regarding each of Elliott
International and EICA is set forth in Item 2 of this Schedule 13D and is
expressly incorporated by reference herein.
(c) The following transactions were effected by Elliott during the past
sixty (60) days:
Approx. Price per
Amount of Shs. Security (excl. of
Date Security Bought/(Sold) commissions)
---- -------- ------------- ------------------
8/24/01 Common (1,250) $0.91
8/27/01 Common (12,500) $1.09
10/5/01 Common 10,000 $1.22
8/10/01 Bond(1) 23,018(2) $275,750(3)
Elliott effected the above transactions on Nasdaq.
The following transactions were effected by Elliott International during
the past sixty (60) days:
Approx. Price per
Amount of Shs. Share (excl. of
Date Security Bought/(Sold) commissions)
---- -------- ------------- ------------------
8/24/01 Common (1,250) $0.91
8/27/01 Common (12,500) $1.09
10/5/01 Common 17,500 $1.22
8/10/01 Bond(1) 28,133(2) $337,028(3)
Elliott International effected the above transactions on Nasdaq.
(1) Issuer's 7% Convertible Bonds due January 25, 2005.
(2) Reflecting the number of shares into which the 7% Convertible Bonds
are convertible.
(3) Total cost of transaction.
No other transactions in the Common Stock were effected by the
Reporting Persons during the past sixty (60) days.
(d) No person other than Elliott has 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 beneficially owned by Elliott.
No person other than Elliott International and EICA has 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 beneficially owned by Elliott
International and EICA.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
None.
ITEM 7. Material to be Filed as Exhibits.
Exhibit A - Joint Filing Agreement
Exhibit B - Letter to Issuer's Board of Directors dated October 11,
2001.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned each certifies that the information with respect to it set forth
in this statement is true, complete and correct.
Dated: October 11, 2001
ELLIOTT ASSOCIATES, L.P.
By: /s/ Paul E. Singer
------------------
Paul E. Singer
General Partner
ELLIOTT INTERNATIONAL, L.P. By: Elliott International Capital Advisors
Inc., as Attorney-in-Fact
By: /s/ Paul E. Singer
------------------
Paul E. Singer
President
ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC.
By: /s/ Paul E. Singer
------------------
Paul E. Singer
President
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the common stock of Dice, Inc. dated October 11, 2001 is, and any
further amendments thereto signed by each of the undersigned shall be, filed on
behalf of each of the undersigned pursuant to and in accordance with the
provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934, as
amended.
Dated: October 11, 2001
ELLIOTT ASSOCIATES, L.P.
By: /s/ Paul E. Singer
------------------
Paul E. Singer
General Partner
ELLIOTT INTERNATIONAL, L.P. By: Elliott International Capital Advisors
Inc., as Attorney-in-Fact
By: /s/ Paul E. Singer
------------------
Paul E. Singer
President
ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC.
By: /s/ Paul E. Singer
------------------
Paul E. Singer
President
EXHIBIT B
LETTER TO BOARD OF DIRECTORS OF DICE, INC.
[ELLIOTT LETTERHEAD]
October 11, 2001
Dice, Inc.
3 Park Avenue
New York, NY 10016
Dear Members of the Board of Directors:
Jack D. Hidary
Peter Derow
Scot W. Melland
Cary Davis
Murray Hidary
Henry Kressel
James Citrin
Jeremy Davis
Elliott Associates, L.P. and certain of its related entities ("Elliott") have
been shareholders and bondholders of Dice, Inc. ("Dice" or the "Company") for
approximately 17 months. Elliott currently owns $35 million aggregate principal
amount of the Company's 7% Convertible Subordinated Notes (the "7% Notes") and
beneficially owns approximately 8% of the Company's outstanding common stock.
Based on the dollar value of its holdings, Elliott is the single largest
stakeholder in the Company.
Elliott has been disappointed watching the Board of Directors remain passive as
the intrinsic value of the Company has eroded during the past year. The
Company's stock price has declined 99% from a high of $89.00 to its recent price
of approximately $1.00. On a pro forma basis, EBITDA has fallen from $15.5
million in 2000 to an estimated $7 million in 2001. Cash will have been depleted
from $50 million to approximately $25 million in the span of only 12 months.
Most troubling is the fact that the directors, as fiduciaries, appear to have no
interest in pursuing actions designed to enhance shareholder value and reduce
debt.
Elliott believes that it would be in the best interest of the Company and
all of its stakeholders to rehabilitate the Company's capital structure through
a recapitalization of the Company. Elliott proposes the Company purchase all $80
million of the Company's outstanding 7% Notes for $20 million of cash and newly
issued shares of common stock representing approximately 76% of the total number
of shares outstanding after such issuance. This recapitalization would have the
following benefits:
o The Company's high degree of leverage, and the associated
bankruptcy risk, would be substantially eliminated. The
current shareholders would retain their existing shares, which
would represent an approximate 24% equity interest in the
recapitalized, debt-free company.
o Annual cash interest expense of $5.6 million would be
eliminated. Currently, interest on the 7% Notes represents
an annual cost of $0.52 per share.
o The 7% Notes would be repurchased at a significant discount to
their face value. Dice would recognize a $25 million gain
from the retirement of this debt, which would directly
increase shareholder's equity.
o The Board of Directors would be accountable to a broader group
of shareholders. The Board is currently dominated by a group
of shareholders owning approximately 34% of the outstanding
shares. With the influence of this group reduced, shareholders
would have greater opportunity to pursue a sale of the
recapitalized Company or other strategic alternatives to
maximize value for all shareholders.
The Board owes a fiduciary duty to all stakeholders to act now before further
value is dissipated. Elliott may acquire additional shares or other securities
of the Company or sell or otherwise dispose of any or all of the shares or other
securities of the Company beneficially owned by it. Elliott may take any other
action with respect to the Company or any of its debt or equity securities in
any manner permitted by law, including, but not limited to, considering the
possibility of acquiring a controlling interest in the Company and/or seeking to
replace the Company's Board of Directors.
Please contact my colleague, Dan Yarsky, at (212) 506-2999 or me immediately so
that we can discuss our thoughts regarding a recapitalization of the Company.
Sincerely,
/s/ Norbert Lou
---------------
Norbert Lou
Portfolio Manager
Elliott Associates, L.P.