FORM SC 13D/A

0000950152-08-009643.txt : 20081124 0000950152-08-009643.hdr.sgml : 20081124 20081124131331 ACCESSION NUMBER: 0000950152-08-009643 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20081124 DATE AS OF CHANGE: 20081124 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: 081209791 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 l34658asc13dza.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. 9)*

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 21, 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).

TABLE OF CONTENTS


	Item 4. Purpose of Transaction
	Item 7. Material To Be Filed As Exhibits
SIGNATURE
EXHIBIT INDEX
EX-99.2


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. 9 to Schedule 13D (this “Schedule 13D/A”) supplements and amends information contained in the Schedule 13D, as most recently amended by Amendment No. 8 to Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on November 10, 2008.

Item 4. Purpose of Transaction.

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

On November 21, 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 21, 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 24, 2008


		Sellers Capital Master Fund, Ltd.

		By:		/s/ Samuel S. Weiser
		Name:		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 21, 2008, of Sellers Capital LLC.

EX-99.2 2 l34658aexv99w2.htm EX-99.2 EX-99.2

Exhibit 99.2


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

SELLERS CAPITAL TO SOLICIT SHAREHOLDERS TO ELECT FOUR
NEW DIRECTORS TO PREMIER EXHIBITIONS BOARD

REITERATES CALL FOR IMMEDIATE RESIGNATION OF
CEO ARNIE GELLER

Directors Would Fill Vacancies, Improve Independence and Bring Much Needed
Turnaround Skills to the Board

CHICAGO, November 21, 2008 — Sellers Capital, LLC (Sellers), the largest shareholder of Premier Exhibitions (Premier) (PRXI), representing approximately 16% of the outstanding shares, announced today that it will solicit shareholders to elect four independent directors to fill vacancies on the Premier Board. In addition, Sellers Capital reiterated its call for the immediate resignation of Premier’s Chairman and CEO, Arnie Geller. On November 4^th Sellers sent a letter to Geller asking him to resign, citing a 95% decline in Premier’s stock in 2008 and what it sees as incompetent management.

Several reasons for Sellers’ dissatisfaction were cited in the letter including Mr. Geller’s excessive compensation in light of the company’s declining market cap and the dismal track record of the current board of directors. In 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 unchanged.

Premier’s stock is currently at 60-cents, a decline of 96% from its all-time high of $18.62 in July 2007, and is down 95% for the year-to-date in 2008, due to what Sellers believes has been a consistent pattern of poor leadership by Mr. Geller coupled with an ineffective, complacent board of directors. Expectations have been continuously missed and subsequently ratcheted down. The price of Premier’s stock continues to decline and, in Sellers’ opinion, currently trades significantly below the estimated value of Premier’s Titanic assets.

Other factors for Sellers’ actions include its following views about Premier Exhibitions:

	•		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 realize value from the company’s Titanic assets currently tied up in litigation and a continued failure to resolve the legal dispute.

	•		Rampant nepotism and a lack of a human resource policy with respect to the employment and management 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 below $1, risking a NASDAQ delisting.

	•		A consistent lack of regard for the real owners of the company, its shareholders.

Since issuing the letter to Mr. Geller, he and the Board have taken little action to address any of the issues raised by Sellers. More importantly, they have continually stonewalled Sellers in its efforts to have the Board take meaningful actions to address the seriously deteriorating financial situation at Premier.

Sellers Capital founder Mark Sellers said, “We have given Mr. Geller and the other members of the Board sufficient time to respond to our concerns and to take meaningful and constructive action to address the issues facing the company. We now believe it is time to let the shareholders speak and to give them the opportunity to elect truly independent directors who can help the company restructure and return to profitability.”

Sellers is proposing a slate of independent and knowledgeable directors to fill the four vacancies on the Board. The proposed directors all have significant turnaround experience. The four directors being proposed by Sellers Capital are as follows:

Christopher J. Davino – Mr. Davino is a Principal and Head of the Corporate Rescue Group of XRoads Solutions Group, LLC. He oversees a national advisory practice of approximately 30 professionals providing strategic, operational and financial advice, interim and crisis management, and transactional services to financially distressed middle market companies and their various creditor and interest holder constituencies. Transactional services include mergers and acquisitions, debt and equity capital raising and balance sheet recapitalizations. He recently served as Chairman of the Board of Directors of a $250 million national ATM servicing business and directed that company’s restructuring activities including the sale of the business. Davino received a B.A. from Lehigh University.

Michael A. Duran – Mr. Duran is a Partner with Alpine Investors, LP based in San Francisco. Alpine is a leading private equity investor in micro-cap companies focused on firms with less than $100 million of revenue. The firm currently manages $250 million. Mr. Duran is responsible for managing and monitoring operational performance of portfolio companies, conducting add-on acquisitions, executing growth strategy, hiring executives, managing and monitoring monthly, quarterly, and annual financial performance through board level interaction. Mr. Duran is currently CEO of American Gaming Systems, an entertainment company focused on the creation, manufacture, and distribution of gaming products for the casino, tribal, and government sponsored gaming markets in North and South America. Mr. Duran received a M.B.A. from the Stanford Graduate School of Business and a B.A. from Claremont McKenna College.

Jack Jacobs – Mr. Jacobs was a founder and Chief Operating Officer of AutoFinance Group Inc, one of the firms to pioneer the securitization of debt instruments; the firm was subsequently sold to KeyBank. He was a Managing Director of Bankers Trust, where he ran foreign exchange options worldwide and was a partner in the institutional hedge fund business. He retired in 1996 to pursue investments. He is a principal of The Fitzroy Group, a firm that specializes in the development of residential real estate in London and invests both for its own account and in

joint ventures with other institutions. His military career included two tours of duty in Vietnam where he was among the most highly decorated soldiers earning three Bronze Stars, two Silver Stars and the Medal of Honor, the nation’s highest combat decoration. Jacobs retired from active military duty as a Colonel in 1987. Mr. Jacobs received a B.A. and a Master’s degree from Rutgers University.

Bruce Steinberg – Mr. Steinberg is the former CEO of Hit Entertainment in London. During his tenure, he turned around declining performance with increased growth for three consecutive years, recruited the senior management, reduced staff costs and consolidated operations. He also restructured the business and revitalized production. Mr. Steinberg managed a staff of 350 with offices in London, New York, Dallas, Manchester, Hong Kong, and Tokyo. Prior to that, he was the CEO of Fox Kids Europe Limited, a publicly traded company broadcasting to more than 100 million homes in 57 countries. Mr. Steinberg has more than 20 years of entertainment industry experience. He received a MBA from Harvard Business School and a B.A. from Cambridge University and Columbia University.

Sellers intends to file preliminary proxy materials with the SEC in early December and hopes to mail proxy materials and solicitation requests to shareholders the last week of December. The solicitation request will be sent to shareholders of record at a date to be established, which Sellers believes could be around January 2, 2009.

If the new board members are accepted, Sellers Capital would initiate a plan to turnaround Premier that includes:

	•		Cutting fixed and variable costs dramatically and restoring profitability without disrupting business operations.

	•		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 for realizing value from Premier’s Titanic assets.

Sellers, through the Altman Group which has been retained to solicit proxies, has established a toll-free number for investors to call if they would like more information. That number is 866-828-6934.

# # #

Sellers Capital, LLC and its affiliates are the beneficial owners 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.

Sellers Capital, certain of its affiliates and its nominees to the board will be the participants in the solicitation of consents. Shareholders of Premier Exhibitions should read the consent solicitation statement of Sellers Capital when it becomes available because it will contain important information relating to the solicitation of consents and its nominees to the Premier

Exhibitions board. Shareholders will be able to obtain a copy of the consent solicitation statement free of charge from the SEC’s website located at www.sec.gov or from Sellers Capital or The Altman Group.


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

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