-----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, ILR1ybmDOxqBh59EcbHR1vGABb8lMTIcvtOCKDTKTkekZ6wWlBsFXUynHLlRJWbX 5b5C6F/8uWyp3l2YWNjZjA== 0001342857-09-000036.txt : 20090805 0001342857-09-000036.hdr.sgml : 20090805 20090805164847 ACCESSION NUMBER: 0001342857-09-000036 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090805 DATE AS OF CHANGE: 20090805 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HIGHBURY FINANCIAL INC CENTRAL INDEX KEY: 0001335249 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 203187008 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81379 FILM NUMBER: 09988769 BUSINESS ADDRESS: STREET 1: 999 EIGHTEENTH STREET STREET 2: SUITE 3000 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-893-2899 MAIL ADDRESS: STREET 1: 999 EIGHTEENTH STREET STREET 2: SUITE 3000 CITY: DENVER STATE: CO ZIP: 80202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: North Star Investment Management Corp. CENTRAL INDEX KEY: 0001342857 IRS NUMBER: 364467498 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 20 N. WACKER DRIVE STREET 2: SUITE # 1416 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-580-0900 MAIL ADDRESS: STREET 1: 20 N. WACKER DRIVE STREET 2: SUITE # 1416 CITY: CHICAGO STATE: IL ZIP: 60606 SC 13D/A 1 q.txt NSIMC AUG 5 2009 LETTER DOCUMENT TYPE SC 13D/A 1 g13pksb.txt DESCRIPTION 13D/A TEXT SUBMISSION: TYPE: SC 13D/A FILING DATE: 20090805 COMPANY DATA: CONFORMED NAME: North Star Investment Management Corp. CIK: 0001342857 CCC: o5qvo*kx IRS NUMBER: 36-4467498 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A ACT: 34 SUBMISSION CONTACT: NAME: . Peter G. Contos II PHONE: 312-580-1056 BUSINESS ADDRESS: STREET1: 20 N. Wacker Drive, Suite 1416 CITY: Chicago STATE: IL ZIP: 60606 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 HIGHBURY FINANCIAL, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 42982Y109 (CUSIP NUMBER) 0001335249 (CENTRAL INDEX KEY) DELAWARE (STATE OF INCORPORATION) DECEMBER 31 (FISCAL YEAR END) 6282 INVESTMENT ADVICE (STANDARD INDUSTRIAL CLASSIFICATION) 20-3187008 (IRS NUMBER) August 05,2009 (Date of Event Which Require Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is 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 in 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 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provision of the Act (however, see the Notes). CUSIP NO. 42982Y109 Amendment No. 1 SCHEDULE 13D/A 1. NAME OF REPORTING PERSON & I.R.S. IDENTIFICATION NO. NORTH STAR INVESTMENT MANAGEMENT CORP. I.R.S. 36-4467498 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] N/A (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS INVESTMENT ADVISORY ACCOUNTS 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OF PLACE OR ORGANIZATION UNITED STATES OF AMERICA NUMBER OF 7. SOLE VOTING POWER 842,875(a) SHARES BENEFICIALLY 8. SHARED VOTING POWER 0 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 842,875 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON 842,875 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.24% 14. TYPE OF REPORTING PERSON* IA (a) A letter, dated August 5, 2009 was sent from North Star Investment Management Corp. to Highbury Financial Inc. via Express Delivery:- August 5, 2009 Mr. Bruce Cameron Mr. Richard S. Foote Mr. Hoyte Ammidon Mr. Theodore M. Leary Jr. Mr. Aidan J. Riordan Highbury Financial Inc. C/o Berkshire Capital Securities LLC 535 Madison Avenue, 19th Floor New York, New York 10022 Dear Board of Directors: North Star Investment Management, Inc. has been a shareholder of Highbury Financial, Inc. (Highbury) since October 2006, when we first recognized the value of Aston Asset Management. We presently are one of Highburys largest owners. We believe that it is important for us to voice our opinion in regards to recent events of the company and to outline our preferred strategic direction for the company. We are concerned that Highburys Board amended the companys bylaws without good reason, even though the bylaws had adequately served shareholders and the company since its inception. The amendments limit shareholders ability to call or postpone annual or special meetings, lengthen the advance notice requirements for shareholder proposals and director nominations, and require a two-thirds majority of shareholder votes to amend the bylaws. We believe these unnecessary changes were made with the objective of entrenching the management team and Board of Directors. These maneuvers call into question the independence of Highburys Chairman of the Board Bruce Cameron, as well as fellow Board members and Berkshire Capital insiders Hoyt Ammidon and Aidan J. Riordan. In addition, managements recent decision to purchase 2,804,200 out-of-the-money warrants at a cost of $1,402,100 seems like a poor use of shareholder capital. We eagerly await an explanation of the rationale behind this transaction. Whereas we encouraged Highburys Chief Executive Officer Richard Foote to buy back common stock last winter when the shares were trading at a bargain basement price, this recent warrant purchase at a huge premium to the market is baffling. We believe that the sand in the hour glass has run out on the companys original acquisition strategy, and that no further, deal costs, should be incurred. Instead the focus should shift solely to building on the strength of the Aston Asset Management business. We further propose that Highburys Board should be reconstituted such that representatives from the largest shareholders have a majority of the seats. Recent filings from Peerless Systems Corporation and Talon Asset Management, LLC echo similar sentiments. As such, we encourage the Highbury Board to give our requests immediate consideration. Respectfully, By: /s/ Eric Kuby By: /s/Peter Gottlieb Chief Investment Officer President 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. Dated: August 05, 2009 NORTH STAR INVESTMENT MANAGEMENT CORP. By: /S/ PETER D. GOTTLIEB - ---------------------------------- PETER D. GOTTLIEB, President & CEO By: /S/ PETER G. CONTOS II - ---------------------------------- PETER G. CONTOS II TEXT DOCUMENT -----END PRIVACY-ENHANCED MESSAGE-----