-----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, BEbwe+KJsE3DhY6ZFOdubhm/L+8TcuhTPN/hLnjRneFVuE7/QBBqQZyTcw/wZVuW imm1ZZrubu3L1nlwobeC6A== 0000899140-07-000784.txt : 20070404 0000899140-07-000784.hdr.sgml : 20070404 20070404122643 ACCESSION NUMBER: 0000899140-07-000784 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070404 DATE AS OF CHANGE: 20070404 GROUP MEMBERS: DANIEL S. LOEB GROUP MEMBERS: THIRD POINT OFFSHORE FUND, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FLOW INTERNATIONAL CORP CENTRAL INDEX KEY: 0000713002 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569] IRS NUMBER: 911104842 STATE OF INCORPORATION: WA FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35008 FILM NUMBER: 07747750 BUSINESS ADDRESS: STREET 1: 23500 64TH AVE S STREET 2: P O BOX 97040 CITY: KENT STATE: WA ZIP: 98032 BUSINESS PHONE: 2538503500 MAIL ADDRESS: STREET 1: 23500 64TH AVENUE SOUTH CITY: KENT STATE: WA ZIP: 98032 FORMER COMPANY: FORMER CONFORMED NAME: FLOW SYSTEMS INC DATE OF NAME CHANGE: 19890320 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Third Point LLC CENTRAL INDEX KEY: 0001040273 IRS NUMBER: 133922602 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 390 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122247400 MAIL ADDRESS: STREET 1: 390 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: THIRD POINT MANAGEMENT CO LLC DATE OF NAME CHANGE: 19970602 SC 13D/A 1 t040407b.txt FIRST AMENDMENT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934* Flow International Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 343468104 - -------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) Daniel S. Loeb Third Point LLC 390 Park Avenue New York, NY 10022 (212) 224-7400 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: Michael A. Schwartz, Esq. Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, NY 10019-6099 (212) 728-8000 April 4, 2007 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Schedule) 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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-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 240.13d-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 ("Act") 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). SCHEDULE 13D - ------------------------------- --------------------------- CUSIP No. 343468104 Page 2 of 6 Pages - ------------------------------- --------------------------- - ----------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Third Point LLC - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - ----------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - --------------------- --------- ------------------------------------------------ 7 SOLE VOTING POWER 0 --------- ------------------------------------------------ 8 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED 5,060,000 BY EACH REPORTING --------- ------------------------------------------------ PERSON WITH 9 SOLE DISPOSITIVE POWER 0 --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 5,060,000 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 5,060,000 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.6% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - ----------- -------------------------------------------------------------------- SCHEDULE 13D - ------------------------------- --------------------------- CUSIP No. 343468104 Page 3 of 6 Pages - ------------------------------- --------------------------- - ----------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Third Point Offshore Fund, Ltd. - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - ----------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - --------------------- --------- ------------------------------------------------ 7 SOLE VOTING POWER 0 --------- ------------------------------------------------ 8 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED 3,397,200 BY EACH REPORTING --------- ------------------------------------------------ PERSON WITH 9 SOLE DISPOSITIVE POWER 0 --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 3,397,200 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 3,397,200 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.1% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - ----------- -------------------------------------------------------------------- SCHEDULE 13D - ------------------------------- --------------------------- CUSIP No. 343468104 Page 4 of 6 Pages - ------------------------------- --------------------------- - ----------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Daniel S. Loeb - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - ----------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - --------------------- --------- ------------------------------------------------ 7 SOLE VOTING POWER 0 --------- ------------------------------------------------ 8 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED 5,060,000 BY EACH REPORTING --------- ------------------------------------------------ PERSON WITH 9 SOLE DISPOSITIVE POWER 0 --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 5,060,000 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 5,060,000 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.6% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ----------- -------------------------------------------------------------------- This Amendment No. 1 amends the Schedule 13D filed on February 2, 2007 (as amended by this Amendment No. 1, the "Schedule 13D") and is being filed on behalf of Third Point LLC, a Delaware limited liability company (the "Management Company"), Daniel S. Loeb, an individual ("Mr. Loeb"), and Third Point Offshore Fund, Ltd., a Cayman Islands limited liability exempted company (the "Offshore Fund", and together with Mr. Loeb and the Management Company, the "Reporting Persons"). This Amendment No. 1 relates to the Common Stock, par value $0.01 per share, of Flow International Corporation, a Washington corporation (the "Company"). The Management Company is the investment manager or adviser to a variety of hedge funds and managed accounts (such funds and accounts, collectively, including but not limited to the Offshore Fund, the "Funds"). The Funds directly own the Common Stock to which the Schedule 13D relates, and Mr. Loeb and the Management Company may be deemed to have beneficial ownership over such Common Stock by virtue of the authority granted to them by the Funds to vote and to dispose of the securities held by the Funds, including the Common Stock. Item 4. Purpose of Transaction. On April 4, 2007, Mr. Loeb sent a letter to the Board of Directors of the Company, expressing his disappointment with the response of the Company's Board of Directors to his call for the Company to be sold. In the letter, Mr. Loeb urged the Board to retain, and publicly disclose, a well recognized investment bank to lead the sale process. Mr. Loeb also reiterated his concern over the cost to the Company of its status as a public company and the Company's relatively small scale of operations. A copy of the letter is filed herewith as Exhibit 99.1 and is incorporated herein by reference in its entirety. Item 7. Material to be Filed as Exhibits. 99.1 Letter, dated April 4, 2007, from Mr. Loeb to the Board of Directors of the Company. [Signatures on following page] 5 SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: April 4, 2007 THIRD POINT LLC By: /s/ Daniel S. Loeb ------------------------------------------ Name: Daniel S. Loeb Title: Chief Executive Officer THIRD POINT OFFSHORE FUND, LTD. By: Daniel S. Loeb ------------------------------------------ Name: Daniel S. Loeb Title: Director /s/ Daniel S. Loeb ------------------------------------------------ Daniel S. Loeb [SIGNATURE PAGE TO AMENDMENT NO. 1 TO SCHEDULE 13D WITH RESPECT TO FLOW INTERNATIONAL CORPORATION] EX-99.1 3 t040407c.txt LETTER Exhibit 99.1 ------------ [Third Point Letterhead] April 4, 2007 Flow International Board of Directors Ms. Kathryn L Munro, Chairman Mr. Jerry L. Calhoun Mr. Richard P. Fox Mr. Lorenzo C. Lamadrid Mr. Stephen R. Light Mr. Arlen I. Prentice Mr. J. Michael Ribaudo Mr. Jan K. Ver Hagen c/o Flow International Corporation 23500 64th Avenue South Kent, Washington 98032 Dear Flow Directors: As you know, funds managed by Third Point LLC ("Third Point") are collectively the largest shareholder of Flow International Corporation ("Flow" or the "Company"), holding 13.6% of its common shares, plus warrants. We have been a patient and supportive shareholder. Two years ago we provided $15 million in financing in a privately negotiated transaction which enabled the Company to complete a debt restructuring. We have repeatedly waived compliance with our registration rights agreement in order to enable the Company to address accounting irregularities and complete financial statements, without extracting contractually mandated penalties. We have asked the Company to increase the trigger point for its "poison pill" so we could increase our stake. While we believed in the fundamental strength of the Company's business, we were concerned with the relatively small scale of its operations and the cost of its status as a public company. On February 2, 2007, in the wake of the announcement of your successful CEO's plans to retire, we wrote to the Board to suggest that the time had come to retain an investment bank to offer the Company for sale, expressing the view that such a sale could be accomplished at a significant premium. We were encouraged by the response to that letter, as several independent directors and executive officers flew to New York on February 8 to meet with us, and seemed open to giving serious consideration to our suggested course of action. Since that meeting, however, we have been severely disappointed with the pace and process of the Board's follow-through, and have begun to wonder whether the directors are seriously exploring strategic alternatives or simply going through the motions. Specifically, on February 20, Board Chair Kathryn Munro called Third Point to report that the Board had met to consider our letter and the meeting. She assured me that the views of the Company's largest shareholder would be taken very seriously, but the Board would need 3-4 weeks to determine and announce a course of action. However, when that period expired, there was no announcement or call explaining why more time might be required. Instead, the Company announced that yet another accounting irregularity was causing a delay in announcing earnings. The Company's general counsel suggested to Third Point's general counsel that the earnings announcement would contain an update on the matters we had raised. However, when we joined the call on Friday, March 30, we heard only that the Company had retained an anonymous investment bank to conduct a "capital markets review." I then followed up with a call directly to Ms. Munro. I suggested to her that the Company's failure to identify the investment bank would discourage inquiry that could lead to a sale. She did not offer any explanation as to why it was appropriate to avoid disclosing the name of the bank, and advised me that it would be at least another month before the Company would have any information for interested parties to review. Shortly after the call, Flow's general counsel informed Third Point's general counsel that all Flow directors other than the Board Chair were being advised not to speak to me. By the end of my call with Ms. Munro, I had begun to wonder whether the members of Flow's Board were truly taking their fiduciary duties seriously, or were more concerned with protecting their ability to receive substantial compensation as directors. In particular, I asked Ms. Munro whether she had any other sources of income, and she conceded that she was "retired." I found this quite surprising in light of the proxy statement disclosure that describes her as "Principal of Bridge West, a technology investment company." Our subsequent investigation suggested that "Bridge West" is controlled by Ms. Munro's husband (Thomas A. Munro, former President of struggling Wireless Facilities, Inc.), and we have been unable to identify any investments it has made or even confirm that it is a functioning enterprise. The other directors who represented the Board at the February 8 meeting also appear to be retirees, for whom their compensation as directors may be a principal source of personal income. Indeed, the composition of the Board of Flow may be emblematic of the often-discussed difficulties that smaller public companies have had, particularly in the wake of the Sarbanes-Oxley Act of 2002, of attracting and retaining experienced, energetic and truly disinterested directors. At this point I am calling on the Board to retain a publicly identified and well recognized investment bank, with a clear mandate to explore strategic alternatives including a sale of the Company. I must also insist that the Company comply with best practices in corporate governance by repealing its poison pill and de-staggering the election of its Board. Do not make the mistake others have made by under-estimating my resolve in this matter. If you continue to disregard the will of the Company's owners, I will seek to replace members of the Board at the next annual meeting. Sincerely, /s/ Daniel S. Loeb -----END PRIVACY-ENHANCED MESSAGE-----