FORM SC 13D/A

0000950152-08-009050.txt : 20081110 0000950152-08-009050.hdr.sgml : 20081110 20081110144111 ACCESSION NUMBER: 0000950152-08-009050 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20081110 DATE AS OF CHANGE: 20081110 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PREMIER EXHIBITIONS, INC. CENTRAL INDEX KEY: 0000796764 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 201424922 FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51499 FILM NUMBER: 081174935 BUSINESS ADDRESS: STREET 1: 3340 PEACHTREE ROAD NE STREET 2: SUITE 2250 CITY: ATLANTA STATE: GA ZIP: 30326 BUSINESS PHONE: 404-842-2600 MAIL ADDRESS: STREET 1: 3340 PEACHTREE ROAD NE STREET 2: SUITE 2250 CITY: ATLANTA STATE: GA ZIP: 30326 FORMER COMPANY: FORMER CONFORMED NAME: RMS TITANIC INC DATE OF NAME CHANGE: 20010404 FORMER COMPANY: FORMER CONFORMED NAME: FIRST RESPONSE MEDICAL INC /FL/ DATE OF NAME CHANGE: 20010404 FORMER COMPANY: FORMER CONFORMED NAME: CIP HOLDINGS INC DATE OF NAME CHANGE: 19930302 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sellers Capital LLC CENTRAL INDEX KEY: 0001412234 IRS NUMBER: 203036090 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 311 S WACKER DR STREET 2: STE 925 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-775-1300 MAIL ADDRESS: STREET 1: 311 S WACKER DR STREET 2: STE 925 CITY: CHICAGO STATE: IL ZIP: 60606 SC 13D/A 1 l34477asc13dza.htm FORM SC 13D/A FORM SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2(a)
(Amendment No. 8)*

Premier Exhibitions, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

74051E102

(CUSIP Number)

Michael Porter
Samuel S. Weiser
Sellers Capital LLC
311 S. Wacker Dr. Ste. 925
Chicago, IL 60606
(312) 775-1303

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 6, 2008

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 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).


CUSIP No.		74051E102	13D/A	Page		2		of		5


1	NAMES OF REPORTING PERSONS Sellers Capital Master Fund, Ltd.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) See footnote below.
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Cayman Islands

		7	SOLE VOTING POWER

NUMBER OF			4,778,399

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			4,778,399

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	4,778,399

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	15.7%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IV

2(a) As affiliated companies, Sellers Capital Master Fund, Ltd. and Sellers Capital LLC are deemed to be a group within the meaning of
Section 13(d) of the Securities Exchange Act of 1934, as amended.


CUSIP No.		74051E102	13D/A	Page		3		of		5

This Amendment No. 8 to Schedule 13D (this “Schedule 13D/A”) supplements and amends information contained in the Schedule 13D, as most recently amended by Amendment No. 7 to Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on September 29, 2008.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is amended to add the following paragraph:

On November 6, 2008, SCMF issued and filed with the SEC the press release that is attached to this Schedule 13D/A as Exhibit 99.2 and is hereby incorporated herein by reference.

Item 7. Material To Be Filed As Exhibits.

Item 7 of the Schedule 13D is amended and restated to read in its entirety as follows:

Exhibit 99.1 Amended Joint Filing Agreement, dated as of September 26, 2008, among Sellers Capital Master Fund, Ltd. and Sellers Capital LLC, filed as Exhibit 99.1 to Amendment No. 7 to Schedule 13D filed with the SEC on September 29, 2008 and hereby incorporated herein by reference.

Exhibit 99.2 Press Release, dated November 6, 2008, of Sellers Capital LLC.*


*		Filed herewith.


CUSIP No.		74051E102	13D/A	Page		4		of		5

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 10, 2008


		Sellers Capital Master Fund, Ltd.

		By: Name:		/s/ Samuel S. Weiser Samuel S. Weiser
		Title:		Chief Operating Officer, Sellers Capital LLC, Investment Manager

		Sellers Capital LLC

		By:		/s/ Samuel S. Weiser

		Name:		Samuel S. Weiser
		Title:		Chief Operating Officer


CUSIP No.		74051E102	13D/A	Page		5		of		5

EXHIBIT INDEX

Exhibit 99.2 Press Release, dated November 6, 2008, of Sellers Capital LLC.

EX-99.2 2 l34477aexv99w2.htm EX-99.2 EX-99.2

Exhibit 99.2


Media Contact:		Stefan Prelog Walek & Associates 212-590-0523 sprelog@walek.com

SELLERS CAPITAL DEMANDS RESIGNATION OF
PREMIER EXHIBITIONS’ CEO ARNIE GELLER AND OTHER STEPS TO
CUT COSTS AND INCREASE SHAREHOLDER VALUE

CHICAGO, November 6, 2008 — Sellers Capital, LLC (Sellers), the largest shareholder of Premier Exhibitions (Premier) (PRXI), representing approximately 16% of the outstanding shares, today called for the resignation of Premier’s Chairman and CEO, Arnie Geller, citing multiple failures of management, lack of strategic focus, and a 95% decline in Premier’s stock price since mid-2007.

In a letter presented to Mr. Geller on November 4, 2008, several reasons for Sellers’ dissatisfaction were cited. Among them was Geller’s excessive compensation in light of the company’s declining market cap and the dismal track record of Board oversight with respect to reigning in management. In fiscal year 2008, Geller received a $676,000 salary and total compensation of $1.26 million, including a cash bonus of $300,000, even though Premier’s stock price declined 55% during that fiscal year. In fiscal year 2009, his salary remains the same while the problems persist and the stock price continues to decline.

“It is completely inappropriate for the CEO of a $30 million company to receive a salary of $700,000 per year,” said Mark Sellers, Sellers’ managing partner. “We do not believe that Mr. Geller and the board of directors have had the best interests of shareholders in mind when making decisions. The Board’s track record is not good: It agreed with the decision to hire former CEO Bruce Eskowitz and signed off on his outrageous salary which cost the company millions of dollars; it signed off on Mr. Geller’s salary; and it has continually failed to govern management and guide the company in a way that protects shareholder interests.”

The stock has declined 95% from its all-time high price of $18.62 in July 2007, and was down 91% for the year-to-date in 2008 through November 4, due to a consistent pattern of overpromising and under-delivering to investors. Expectations have been continuously missed, and subsequently ratcheted down.

Other factors for Sellers’ actions are:

	•		A declining cash balance and liquidity.

	•		A bloated organizational structure and failure to implement a streamlined management structure to reduce payroll.

	•		No clear plan to monetize the company’s Titanic assets currently tied up in litigation and a continued failure to resolve the legal dispute and unlock the value for shareholders.

	•		Rampant nepotism and a lack of human resource policies designed to control the employment of family members and friends.

	•		Geller’s inability to delegate authority and failure to create a succession plan.

	•		A lack of a cohesive, healthy corporate culture with clear lines of communication.

•

A stock price just above $1, risking a NASDAQ delisting.

In the letter, Sellers also provided its plan to fix the problems currently facing Premier. Sellers intends to reshape the board of directors by adding directors with restructuring and turnaround experience, as well as entertainment industry experience, and reshape the executive team. Sellers’ plan would cut costs across the company and institute more appropriate human resources and merit-based compensation policies. With the help of a new management team, Sellers will make the changes necessary to restore the company to profitability and build value for all shareholders.

Mr. Sellers would serve as non-executive chairman after Mr. Geller’s departure to oversee implementation of the plan and make sure every action the company takes is in the best interests of shareholders. While serving in this role, Mr. Sellers would not receive compensation of any kind.

Other steps include:

	•		Cutting fixed and variable costs dramatically and restoring profitability while keeping business disruptions to a minimum.

	•		Reducing growth initiatives until the company returns to profitability and is free-cash flow positive.

	•		Focusing on a return on invested capital when making all capital budgeting decisions.

	•		Using the cost savings from the executive restructuring to hire a dedicated sales and marketing team for both U.S. and international operations (currently the company does not have a dedicated sales and marketing team).

	•		Developing a plan to monetize Premier’s Titanic assets.

“We have a fiduciary responsibility to our investors and all Premier shareholders to maximize the company’s value and turn this ship around before it hits an iceberg and sinks,” said Sellers.

If the company does not agree to make the necessary changes to restore the company to profitability and to restructure operations, Sellers will then initiate the process of calling for the company to hold a special meeting of all shareholders in order to vote on specific proposals to address its concerns, including a proposal to elect its slate of nominees to support the necessary changes it is putting forth. Florida law allows a special shareholder meeting to be called by stockholders that own greater than 10% of a company’s outstanding shares.

“We believe a complete overhaul of the company is needed in order to prevent the current situation from deteriorating further. Mr. Geller needs to go and the current Board needs to realize that shareholders will not stand for lax oversight any longer. We hope the Board will agree to our demands so we can avoid a costly and time-consuming proxy contest and get on with the serious business of turning this company around.”

# # #

Sellers Capital, LLC is the beneficial owner of 4,778,399 shares of common stock of Premier Exhibitions, representing approximately 15.7% of the company’s outstanding shares, based

upon the 30,349,781 shares of common stock reported by Premier Exhibitions to be outstanding as of September 29, 2008 in its Proxy Statement filed with the SEC.

If Sellers Capital initiates a proxy contest, Sellers Capital and its nominees to the board would be the participants in the solicitation of proxies. Shareholders of Premier Exhibitions should read the proxy statement of Sellers Capital, LLC when it becomes available because it will contain important information relating to the special meeting and the solicitation of proxies to be used at the special meeting. Shareholders would be able to obtain a copy of the proxy statement free of charge from the SEC’s website located at www.sec.gov or from Sellers Capital, LLC.


Shareholder Contact: Sam Weiser Sellers Capital, LLC 312-775-1307 sweiser@sellerscapital.com		Media Contact: Stefan Prelog Walek & Associates 212-590-0523 sprelog@walek.com