-----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, Ld5IF04jv4HgVlQOrwapGM3T8M59wE825F9bzc+mCb7YIbejc7BRMtq52bKLci4F 0ejkFag2tZKtAWV71kNmbg== 0000892569-05-000805.txt : 20050919 0000892569-05-000805.hdr.sgml : 20050919 20050919172905 ACCESSION NUMBER: 0000892569-05-000805 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050919 DATE AS OF CHANGE: 20050919 EFFECTIVENESS DATE: 20050919 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCE SEMICONDUCTOR CORP /DE/ CENTRAL INDEX KEY: 0000913293 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770057842 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-22594 FILM NUMBER: 051092119 BUSINESS ADDRESS: STREET 1: 2575 AUGUSTINE DRIVE CITY: SANTA CLARA STATE: CA ZIP: 95054-2914 BUSINESS PHONE: 4088554900 MAIL ADDRESS: STREET 1: 2575 AUGUSTINE DRIVE CITY: SANTA CLARA STATE: CA ZIP: 95054-2914 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: B. Riley & Co., Inc. CENTRAL INDEX KEY: 0001337002 IRS NUMBER: 954592938 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 11100 SANTA MONICA BLVD. STREET 2: STE. 800 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-966-1444 MAIL ADDRESS: STREET 1: 11100 SANTA MONICA BLVD. STREET 2: STE. 800 CITY: LOS ANGELES STATE: CA ZIP: 90025 DFAN14A 1 a12694dfdfan14a.htm DFAN14A dfan14a
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant o
Filed by a Party other than the Registrant þ
     
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  Preliminary Proxy Statement
 
    
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  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
 
    
o
  Definitive Proxy Statement
 
    
þ
  Definitive Additional Materials
 
    
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  Soliciting Material Under Rule 14a-12
Alliance Semiconductor Corporation
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
B. Riley & Co., Inc.
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER
THAN THE REGISTRANT)
             
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B. RILEY & CO., INC.
11100 Santa Monica Boulevard, Suite 800
Los Angeles, California 90025
September 20, 2005
Dear Fellow Alliance Shareholders:
     I am the Chairman of B. Riley & Co., Inc. (“Riley”) which has sent you a proxy statement and GOLD PROXY CARD asking you to support Riley’s nominees for election to the board of Alliance Semiconductor Corporation (“ALSC” or the “Company”). Our proxy statement explains our nominees and our reasons for seeking a change in the ALSC board of directors.
     Riley’s goal is to see the ALSC investment portfolio used for the benefit of shareholders, by liquidating it and distributing it or using it to repurchase shares. We have made some progress toward this goal: the board of directors has stated that it intends to dispose of certain investments and use the proceeds for distributions or share repurchases.
     However, the incumbent board still remains committed to the traditional ALSC semiconductor business. In our opinion, this will require the Company to continue to expend significant capital to support that business and will lead to a continuation of the Company’s 20 straight quarters of operational losses.
     We believe ALSC’s capital should instead be used for distributions to shareholders or redemptions of shares and that the semiconductor business should be discontinued. We also believe that the Riley nominees will be better able to effect the changes needed at the Company with a fresh perspective and are more committed to providing these benefits to shareholders than the current board.
     As our proxy materials indicate, we spent time trying to reach a consensus with management over the direction of the Company and have resorted to this proxy contest only after we felt all other options had been exhausted. We urge you to support the Riley nominees by signing, dating and returning the GOLD PROXY CARD today. Please read our proxy statement that gives additional details about the election, the voting procedures and other important matters.
     
 
  Very truly yours,
 
   
 
  /s/ Bryant R. Riley

 

 

INVESTOR NOTICES
B. Riley & Co., Inc. (“Riley”) has filed a definitive proxy statement with the Securities and Exchange Commission on September 19, 2005, regarding the solicitation of proxies for the upcoming annual meeting of the stockholders of Alliance Semiconductor Corporation (the “Company”). INVESTORS AND STOCKHOLDERS ARE URGED TO READ THIS PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION. Investors and stockholders may obtain a copy of this proxy statement, and other relevant documents, for free at the Securities and Exchange Commission’s website located at www.sec.gov.
The following are participants, under SEC rules, in the solicitation of proxies from the Company’s stockholders in connection with the upcoming annual meeting: B. Riley & Co., Inc.; Bryant R. Riley; Alan B. Howe; Bob D’Agostino; J. Michael Gullard; C.N. Reddy; Tom Kelleher, and the following affiliates of B. Riley & Co., Inc.,: B. Riley & Co. Holdings, LLC, SACC Partners LP, Riley Investment Management LLC and B. Riley & Co. Retirement Trust. Information regarding the direct or indirect interests of these participants, by security holdings or otherwise, is set forth in the definitive proxy statement filed by B. Riley & Co., Inc. on September 19, 2005.

 

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