-----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, QzGjoF/PXlyCJjuQJmMvFn29FN0xz1rlyqV74lhcASl6sWUPbd/gfKZcJR8G7oiY WYaBQIO4EfLaapONlOyenQ== 0001067621-06-000021.txt : 20060718 0001067621-06-000021.hdr.sgml : 20060718 20060718131327 ACCESSION NUMBER: 0001067621-06-000021 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060718 DATE AS OF CHANGE: 20060718 GROUP MEMBERS: ANDREW DAKOS GROUP MEMBERS: BULLDOG INVESTORS GROUP MEMBERS: JAMES CHADWICK GROUP MEMBERS: LAWRENCE GOLDSTEIN GROUP MEMBERS: PHILLIP GOLDSTEIN GROUP MEMBERS: RICHARD BARONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NORTH PITTSBURGH SYSTEMS INC CENTRAL INDEX KEY: 0000764765 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 251485389 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32402 FILM NUMBER: 06966708 BUSINESS ADDRESS: STREET 1: 4008 GIBSONIA RD CITY: GIBSONIA STATE: PA ZIP: 15044-9311 BUSINESS PHONE: 7244439600 MAIL ADDRESS: STREET 1: 4008 GIBSONIA ROAD CITY: GIBSONIA STATE: PA ZIP: 15044-9311 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDSTEIN PHILLIP CENTRAL INDEX KEY: 0001067621 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 9147475262 MAIL ADDRESS: STREET 1: 60 HERITAGE DRIVE CITY: PLEASANTVILLE STATE: NY ZIP: 10570 SC 13D/A 1 thirdamend.txt DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT 7/14/06 1. NAME OF REPORTING PERSON Bulldog Investors, Phillip Goldstein, Andrew Dakos, Santa Monica Partners Opportunity Fund, L.P., Santa Monica Partners L.P., Santa Monica Partners II L.P., Lawrence J. Goldstein, Ancora Capital, Inc., Ancora Advisors, LLC., Richard Barone, Monarch Activist Partners L.P., James Chadwick, Sohail Malad, Nadel and Gussman Funds LLC. 2. CHECK THE BOX IF 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) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA _______________________________________ _________________________ 7. SOLE VOTING POWER NA 8. SHARED VOTING POWER NA 9. SOLE DISPOSITIVE POWER NA _______________________________________ __________________ 10. SHARED DISPOSITIVE POWER NA 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 1,177,561 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] 13. PERCENT OF CLASS REPRESENTED BY ROW 11 7.84% 14. TYPE OF REPORTING PERSON NA _______________________________________ _________________________ 1. NAME OF REPORTING PERSON Phillip Goldstein, Andrew Dakos, Bulldog Investors 2. CHECK THE BOX IF 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) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA _______________________________________ _________________________ 7. SOLE VOTING POWER 623,111 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 623,111 _______________________________________ __________________ 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 623,111 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] 13. PERCENT OF CLASS REPRESENTED BY ROW 11 4.15% 14. TYPE OF REPORTING PERSON IA _______________________________________ _________________________ 1. NAME OF REPORTING PERSON Santa Monica Partners Opportunity Fund, L.P., Santa Monica Partners L.P., Santa Monica Partners II L.P., Lawrence J. Goldstein 2. CHECK THE BOX IF 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) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA _______________________________________ _________________________ 7. SOLE VOTING POWER 397,172 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 397,172 _______________________________________ __________________ 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 397,172 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] 13. PERCENT OF CLASS REPRESENTED BY ROW 11 2.65% 14. TYPE OF REPORTING PERSON IA _______________________________________ _________________________ 1. NAME OF REPORTING PERSON Ancora Capital Inc., Ancora Advisors LLC., Richard Barone 2. CHECK THE BOX IF MEMBER OF A GROUP a[] 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) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA _______________________________________ _________________________ 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 0 _______________________________________ __________________ 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 0 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] 13. PERCENT OF CLASS REPRESENTED BY ROW 11 0% 14. TYPE OF REPORTING PERSON IA _______________________________________ _________________________ 1. NAME OF REPORTING PERSON Monarch Activist Partners L.P., James Chadwick, Sohail Malad, Nadel and Gussman Funds LLC 2. CHECK THE BOX IF 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) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA _______________________________________ _________________________ 7. SOLE VOTING POWER 157,278 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 157,278 _______________________________________ __________________ 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 157,278 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] 13. PERCENT OF CLASS REPRESENTED BY ROW 11 1.04% 14. TYPE OF REPORTING PERSON IA This statement constitutes amendment No.2 to the Schedule 13D filed on April 12, 2006. Except as specifically set forth herein, the Schedule 13D remains unmodified. Item 4 is amended as follows: ITEM 4. PURPOSE OF TRANSACTION The filing group sent the attached letter (Exhibit 1) to the Company on June 29, 2006. On July 14th, the Company responded by rejecting the filing group?s proposal to engage an investment banker for the purpose of marketing the company for sale. The filing group will evaluate their options with respect to maximizing shareholder value including acquiring additional shares and seeking representation on the board of directors. On July, 17th, certain members of the filing group purchased 121,821 NPSI shares from Ancora Capital Inc., Ancora Advisors LLC, and Richard Barone (?Ancora?). As a result of this transaction, Ancora is no longer a member of the filing group. Item 5 is amended as follows: ITEM 5. INTEREST IN SECURITIES OF THE ISSUER As per the 8K filed on 5/10/06 there were 15,005,000 shares of NPSI outstanding as of 3/31/06. The percentage set forth in item 5 was derived using such number. Bulldog Investors, Phillip Goldstein and Andrew Dakos beneficially own an aggregate of 623,111 shares of NPSI. Power to dispose and vote securities resides solely with Mr. Goldstein or Mr. Dakos or jointly with both. Santa Monica Partners, SMPII, SMPOF and accounts of Lawrence J. Goldstein are beneficial owners of 397,172 shares of NPSI. Power to dispose and vote securities resides with Mr. Lawrence J. Goldstein. Monarch Activist Partners L.P. is the beneficial owner of 152,278 shares of NPSI. Power to dispose and vote securities resides with Mr. James Chadwick. NGCF is the beneficial owner of 5,000 shares of NPSI. Power to vote and dispose of securities resides with Chadwick Capital whose managing partner is Mr. James Chadwick. c) During the past 60 days the following shares of NPSI were traded (unless already reported): Bulldog Investors, Phillip Goldstein and Andrew Dakos: Date Purchases/Redemptions Shares Price 6/16/2006 sell -7,500 26.1833 6/29/2006 sell -10,440 27.7521 6/29/2006 sell -3,318 27.7521 6/29/2006 sell -359 27.7521 6/29/2006 sell -720 27.7521 6/29/2006 sell -2,470 27.7521 6/29/2006 sell -12,712 27.7521 7/7/2006 sell -1,800 27.25 7/7/2006 sell -2,188 27.25 7/13/2006 buy 1,082 23.7 7/13/2006 buy 1,500 23.7 7/14/2006 buy 800 23.4 7/14/2006 buy 1,200 23.4 7/17/06 buy 18,100 23.49 7/17/06 buy 22,400 23.49 7/17/06 buy 1000 23.49 7/17/06 buy 4300 23.49 7/17/06 buy 4300 23.49 7/17/06 buy 3311 23.49 Santa Monica Partners, SMPII and SMPOF and accounts of Lawrence J. Goldstein: Date Purchases/Redemptions Shares Price 6/30/2006 sell 9600 27.59 7/3/2006 sell 20850 28.07 7/5/2006 sell 100 27.5 7/17/06 buy 53410 23.49 Monarch Activist Partners L.P., NGCF Date Purchases/Redemptions Shares Price 6/2/2006 sell -3400 25.5649 6/15/2006 sell -4743 26.1745 6/29/2006 sell -7000 28.1863 7/17/2006 buy 15000 23.49 Ancora Capital, Ancora Advisors LLC and Richard Barone Date Purchases/Redemptions Shares Price 5/19/2006 sell 1000 23.47 5/26/06 sell 2000 24.55587 5/30/06 sell 1000 24.85 5/31/06 sell 12300 25.05653 6/1/06 sell 1000 25.24 7/17/06 sell 121821 23.49 d) Beneficiaries of managed accounts are entitled to receive any dividends or sales proceeds. e) NA Item 7 is amended as follows: ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1. Letter to Board of Directors 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: 7/18/06 By: /s/ Phillip Goldstein Name: Phillip Goldstein By: /s/ Andrew Dakos Name: Andrew Dakos By: /s/ Lawrence J. Goldstein Name: Lawrence J. Goldstein By: /s/ Richard Barone Name: Richard Barone By: /s/ James Chadwick Name: James Chadwick By: /s/ Sohail Malad Name: Sohail Malad Exhibt 1. Letter to Board of Directors June 29, 2006 Board of Directors* North Pittsburgh Systems Inc. 4008 Gibsonia Road Gibsonia, PA 15044-9311 Gentlemen, On May 11, 2006 Phillip Goldstein, Larry Goldstein and I met with Charles Thomas and Harry Brown to discuss alternatives for enhancing the stock price of North Pittsburgh Systems (?NPSI?). Based upon our analysis and discussions with investment bankers that specialize in the rural telecommunications industry, we believed that NPSI shares were undervalued and that that undervaluation was largely attributable to NPSI?s having a balance sheet that is overly conservative. Despite the fact that NPSI?s stock price has increased since then (which may be partially due to our 13-D group filing), we believe it is still undervalued. At the May 11th meeting, we proposed that the board consider using NPSI?s excess cash along with modest borrowings to conduct a Dutch auction self-tender offer. While consolidation in the independent telephone industry is likely inevitable given escalating competition, we nevertheless agreed not to call for an immediate sale of the company if the board agreed to conduct a Dutch auction tender offer. An announcement this week of a lucrative transaction with respect to another independent telephone company has caused us to reconsider our position. On Tuesday Hector Communications Corporation, a Minnesota based rural telephone company, announced that it would be acquired by a consortium of three independent local exchange carriers for $36.40 per share, which is a significant premium to its pre-announcement stock price. The Hector announcement demonstrates that there is a robust market for rural access line businesses and suggests to us that the time is right for NPSI to maximize shareholder value via a sale of the entire company. Therefore, we would like the board to promptly engage an investment banker for the purpose of marketing the company for sale. We request a written response no later than July 14, 2006. Thank you. Very truly yours, Andrew Dakos Principal *Please confirm delivery of this letter to all members of the Board: Harry R. Brown Dr. Charles E. Cole Frederick J. Crowley Allen P. Kimble Stephen J. Kraskin David E. Nelson Charles E. Thomas -----END PRIVACY-ENHANCED MESSAGE-----