-----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, KJYfXSBuxyY/rk73Qh4S6MWahYoxFtXjwxQCoUe1ETVnmIvkT0agMa+tTRfnc2kC BIyXNP12wPZKJohqU6sqjw== 0000902664-06-002170.txt : 20060908 0000902664-06-002170.hdr.sgml : 20060908 20060908061617 ACCESSION NUMBER: 0000902664-06-002170 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060908 DATE AS OF CHANGE: 20060908 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FINISH LINE INC /IN/ CENTRAL INDEX KEY: 0000886137 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-SHOE STORES [5661] IRS NUMBER: 351537210 STATE OF INCORPORATION: IN FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-42722 FILM NUMBER: 061080373 BUSINESS ADDRESS: STREET 1: 3308 N MITTHOEFFER RD CITY: INDIANAPOLIS STATE: IN ZIP: 46235 BUSINESS PHONE: 3178991022 MAIL ADDRESS: STREET 1: 3308 N MITTHOEFFER ROAD CITY: INDIANAPOLIS STATE: IN ZIP: 46235 FORMER COMPANY: FORMER CONFORMED NAME: FINISH LINE INC /DE/ DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CLINTON GROUP INC CENTRAL INDEX KEY: 0001134119 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 32 OLD SLIP 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 2128250400 SC 13D 1 sc13d.txt THE FINISH LINE, INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. )* The Finish Line, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Class A Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 317923100 - -------------------------------------------------------------------------------- (CUSIP Number) Marc Weingarten, Esq. Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 (212) 756-2000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 1, 2006 - -------------------------------------------------------------------------------- (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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 11 Pages) - -------------------------- * 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. 317923100 SCHEDULE 13D PAGE 2 OF 11 PAGES - ------------------------------ --------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) CLINTON GROUP, INC. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- ---------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 2,167,850 OWNED BY ---------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH -0- ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,167,850 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 2,167,850 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IA; CO - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS - ------------------------------ --------------------- CUSIP NO. 317923100 SCHEDULE 13D PAGE 3 OF 11 PAGES - ------------------------------ --------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) CLINTON MULTISTRATEGY MASTER FUND, LTD. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A 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) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- ---------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 2,145,350 OWNED BY ---------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH -0- ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,145,350 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 2,145,350 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS - ------------------------------ --------------------- CUSIP NO. 317923100 SCHEDULE 13D PAGE 4 OF 11 PAGES - ------------------------------ --------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) CGI WHITEHALL UNIVERSAL PORTFOLIO FUND LIMITED - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A 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) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- ---------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 22,500 OWNED BY ---------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH -0- ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 22,500 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 22,500 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS - ------------------------------ --------------------- CUSIP NO. 317923100 SCHEDULE 13D PAGE 5 OF 11 PAGES - ------------------------------ --------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) GEORGE HALL - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- ---------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 2,167,850 OWNED BY ---------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH -0- ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,167,850 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 2,167,850 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS - ------------------------------ --------------------- CUSIP NO. 317923100 SCHEDULE 13D PAGE 6 OF 11 PAGES - ------------------------------ --------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) CONRAD BRINGSJORD - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- ---------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 2,167,850 OWNED BY ---------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH -0- ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,167,850 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 2,167,850 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS - ------------------------------ --------------------- CUSIP NO. 317923100 SCHEDULE 13D PAGE 7 OF 11 PAGES - ------------------------------ --------------------- Item 1. SECURITY AND ISSUER This statement relates to the shares of class A common stock, par value $0.01 per share (the "Shares"), of The Finish Line, Inc. (the "Issuer"). The principal executive office of the Issuer is located at 3308 North Mitthoeffer Road, Indianapolis, Indiana 46235. ITEM 2. IDENTITY AND BACKGROUND (a) This statement is filed by Clinton Group, Inc., a Delaware corporation ("CGI"), Clinton Multistrategy Master Fund, Ltd., a Cayman Islands company ("CMSF"), CGI Whitehall Universal Portfolio Fund Limited, a Cayman Islands company ("Whitehall"), George Hall and Conrad Bringsjord (collectively, the "Reporting Persons"). (b) The principal business address of CGI, George Hall and Conrad Bringsjord is 9 West 57th Street, 26th Floor, New York, New York 10019. The principal business address of CMSF and Whitehall is c/o Fortis Fund Services (Cayman) Limited, P.O. Box 2003 GT, Grand Pavilion Commercial Centre, 802 West Bay Road, Grand Cayman, Cayman Islands. (c) The principal business of CGI is investing for funds and accounts under its management. The principal business of CMSF and Whitehall is to invest in securities. George Hall is the Chief Investment Officer and President of CGI. Conrad Bringsjord is a managing director and senior portfolio manager of CGI. (d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) George Hall and Conrad Bringsjord are citizens of the United States of America. The name, citizenship, present principal occupation or employment and business address of each director and executive officer of CGI, CMSF and Whitehall are set forth in Schedule A attached hereto. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Funds for the purchase of the Shares reported herein were derived from available capital of CMSF and Whitehall. A total of approximately $25,403,907.34 was paid to acquire such Shares. - --------------------------- ------------------- CUSIP NO. 317923100 SCHEDULE 13D PAGE 8 OF 11 PAGES - --------------------------- ------------------- ITEM 4. PURPOSE OF TRANSACTION. The Reporting Persons originally acquired Shares for investment in the ordinary course of business because they believed that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. On September 7, 2006, CGI delivered a letter to the Issuer encouraging the Issuer's board of directors and management to take immediate steps that CGI believes would enhance shareholder value, including eliminating the Issuer's dual class voting structure, commencing a Dutch tender offer for Shares together with a related refinancing, and, to the extent the share price continues to languish, engaging a reputable investment banking firm to explore strategic alternatives including a potential going private transaction or sale of the Issuer. A copy of this letter is attached hereto as Exhibit B and is incorporated herein by reference. Representatives of the Reporting Persons have met with, and may in the future meet with, representatives of the Issuer to discuss, among other things, these and other matters relating to the strategic direction and corporate governance of the Issuer. Except as set forth herein or as would occur upon completion of any of the actions discussed herein, including in the Exhibits hereto, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may engage in discussions with management, the board of directors, other shareholders of the Issuer and other relevant parties concerning the business, operations, management, strategy and future plans of the Issuer. Depending on various factors including, without limitation, the Issuer's financial position and strategic direction, the outcome of the discussions and actions referenced above, actions taken by the board of directors, price levels of the Shares, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional Shares or selling some or all of their Shares, engaging in short selling of or any hedging or similar transactions with respect to the Shares and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D. - --------------------------- ------------------- CUSIP NO. 317923100 SCHEDULE 13D PAGE 9 OF 11 PAGES - --------------------------- ------------------- ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of the close of business on September 7, 2006, the Reporting Persons beneficially owned an aggregate of 2,167,850 Shares, constituting approximately 5.1% of the Shares outstanding. The aggregate percentage of Shares beneficially owned by the Reporting Persons is based upon 42,418,771 Shares outstanding, which is the total number of Shares outstanding as of June 16, 2006 as reported in the Issuer's quarterly report on Form 10-Q for the quarter ended May 27, 2006. (b) By virtue of investment management agreements with each of CMSF and Whitehall, CGI has the power to vote or direct the voting, and to dispose or direct the disposition, of all of the 2,145,350 Shares held by CMSF and the 22,500 Shares held by Whitehall. By virtue of his direct and indirect control of CGI, George Hall is deemed to have shared voting power and shared dispositive power with respect to all Shares as to which CGI has voting power or dispositive power. By virtue of his position as managing director and senior portfolio manager of CGI, Conrad Bringsjord is also deemed to have shared voting power and shared dispositive power with respect to all Shares as to which CGI has voting power or dispositive power. Accordingly, CGI, Mr. Hall and Mr. Bringsjord are deemed to have shared voting and shared dispositive power with respect to an aggregate of 2,167,850 Shares. (c) Information concerning transactions in the Shares effected by the Reporting Persons during the past sixty days is set forth in Schedule B hereto and is incorporated herein by reference. All of the transactions in Shares listed on Schedule B hereto were effected in the open market. (d) No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares. (e) Not applicable. - --------------------------- ------------------- CUSIP NO. 317923100 SCHEDULE 13D PAGE 10 OF 11 PAGES - --------------------------- ------------------- Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Except as otherwise set forth herein, the Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to the securities of the Issuer. Item 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit A - Joint Acquisition Statement, dated September 7, 2006 Exhibit B - Letter to Issuer, dated September 7, 2006 - --------------------------- ------------------- CUSIP NO. 317923100 SCHEDULE 13D PAGE 11 OF 11 PAGES - --------------------------- ------------------- SIGNATURES After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: September 7, 2006 CLINTON GROUP, INC. By: /s/ Francis Ruchalski --------------------------- Name: Francis Ruchalski Title: Comptroller CLINTON MULTISTRATEGY MASTER FUND, LTD. By: Clinton Group, Inc. its investment manager By: /s/ Francis Ruchalski --------------------------- Name: Francis Ruchalski Title: Comptroller CGI WHITEHALL UNIVERSAL PORTFOLIO FUND LIMITED By: Clinton Group, Inc. its investment manager By: /s/ Francis Ruchalski --------------------------- Name: Francis Ruchalski Title: Comptroller /s/ George Hall ------------------------------ George Hall /s/ Conrad Bringsjord ------------------------------ Conrad Bringsjord SCHEDULE A DIRECTORS AND EXECUTIVE OFFICERS OF CERTAIN REPORTING PERSONS The following sets forth the name, position and principal occupation of each director and executive officer of CGI. Each such person is a citizen of the United States of America. The business address of each director and executive officer is 9 West 57th Street, 26th Floor, New York, New York 10019. To the best of the Reporting Persons' knowledge, except as set forth in this statement on Schedule 13D, none of the following individuals owns any Shares. CLINTON GROUP, INC. Name Position - --------------------------- ------------------------------------------- George E. Hall Director and President John L. Hall Director and Chief Financial Officer Wendy Ruberti General Counsel and Assistant Secretary Francis A. Ruchalski Director and Comptroller John B. Breaux Director and Senior Managing Director Hani K. Findakly Director The following sets forth the name, position and principal occupation of each director of each of CMSF and Whitehall. There are no executive officers of CMSF and Whitehall. To the best of the Reporting Persons' knowledge, except as set forth in this statement on Schedule 13D, none of the following individuals owns any Shares. CLINTON MULTISTRATEGY MASTER FUND, LTD. Jane Fleming is a citizen of the United Kingdom. Her principal occupation is Client Accountant of Queensgate Bank & Trust Company Ltd. Her business address is Queensgate Bank & Trust Company Ltd., Harbour Place, 5th Floor, 103 South Church Street, P.O. Box 30464 SMB, Grand Cayman, Cayman Islands Dennis Hunter is a citizen of the United Kingdom. His principal occupation is Director of Queensgate Bank & Trust Company Ltd. His business address is Queensgate Bank & Trust Company Ltd., Harbour Place, 5th Floor, 103 South Church Street, P.O. Box 30464 SMB, Grand Cayman, Cayman Islands. Roger Hanson is a citizen of the United Kingdom. His principal occupation is director of dms Management Ltd. His business address is dms Management Ltd., P.O. Box 31910 SMB, Ansbacher House, 20 Genesis Close, Grand Cayman, Cayman Islands. Blair Gauld is a citizen of New Zealand. His principal occupation is Director of Queensgate Bank & Trust Company Ltd. His business address is Queensgate Bank & Trust Company Ltd., Harbour Place, 5th Floor, 103 South Church Street, P.O. Box 30464 SMB, Grand Cayman, Cayman Islands. CGI WHITEHALL UNIVERSAL PORTFOLIO FUND LIMITED Dennis Hunter is a citizen of the United Kingdom. His principal occupation is Director of Queensgate Bank & Trust Company Ltd. His business address is Queensgate Bank & Trust Company Ltd., Harbour Place, 5th Floor, 103 South Church Street, P.O. Box 30464 SMB, Grand Cayman, Cayman Islands. Hugh Barit is a citizen of Bermuda. His principal occupation is as President of PRP Performa Ltd. His business address is PRP Performa Ltd., P.O. Box HM 2440, Hamilton HM JX, Bermuda. Shan Davis is a citizen of Bermuda. His principal occupation is Chief Executive Officer of Meridian Asset Management Ltd. His business address is Meridian Asset Management Ltd., 15 Front Street, Hamilton HM 11, Bermuda. Cassandra Powell is a citizen of the Cayman Islands. Her principal occupation is Senior Manager of Queensgate Bank & Trust Company Ltd. Her business address is Queensgate Bank & Trust Company Ltd., Harbour Place, 5th Floor, 103 South Church Street, P.O. Box 30464 SMB, Grand Cayman, Cayman Islands. SCHEDULE B TRANSACTIONS IN THE SHARES BY THE REPORTING PERSONS DURING THE PAST 60 DAYS Clinton Multistrategy Master Fund, Ltd. Trade Date Shares Purchased (Sold) Price Per Share ($) ---------- ----------------------- ------------------- 07/12/06 1,000 12.08 07/14/06 65,000 12.02 07/17/06 10,000 11.81 07/18/06 11,800 11.57 07/19/06 10,000 11.82 07/20/06 1,599 ** 11.55 07/21/06 25,000 11.46 07/25/06 12,131 11.65 07/26/06 82,013 11.81 07/27/06 73,255 11.81 07/31/06 (3,409)* 12.30 07/31/06 265,687 12.28 08/01/06 167,182 11.73 08/02/06 116,295 11.73 08/03/06 200,000 11.80 08/03/06 1,970 ** 11.59 08/04/06 175,966 11.54 08/07/06 5,575 ** 11.12 08/08/06 100,000 11.18 08/08/06 35,671 11.20 08/08/06 792 ** 11.20 08/09/06 23,234 11.18 08/09/06 5,000 11.20 08/14/06 30,000 10.96 08/17/06 17,400 10.99 08/17/06 4,600 11.00 08/17/06 1,438 ** 10.99 08/18/06 1,492 10.98 08/18/06 869 ** 11.07 08/18/06 23 11.09 08/21/06 1,000 10.93 08/22/06 10,000 10.84 08/23/06 5,500 10.57 08/24/06 7,074 10.24 08/25/06 14,600 10.41 08/25/06 (23) 10.88 08/25/06 (769)* 10.93 08/28/06 26,300 10.99 08/28/06 23,700 10.96 08/28/06 (505)* 10.98 08/29/06 12,500 10.98 08/29/06 196,447 10.94 08/29/06 (3,845)* 10.93 08/29/06 33,600 11.03 08/29/06 26,000 11.08 08/30/06 15,000 11.00 08/30/06 183,778 11.04 08/30/06 (6,098)* 11.06 08/30/06 25,000 11.14 08/31/06 29,000 11.12 08/31/06 64,090 11.29 08/31/06 23,000 11.14 08/31/06 1,429 ** 11.10 08/31/06 2,624 ** 11.13 09/01/06 15,000 11.42 09/01/06 3,199 ** 11.32 09/06/06 5,000 11.20 CGI Whitehall Universal Portfolio Fund Limited Trade Date Shares Purchased (Sold) Price Per Share ($) ---------- ----------------------- ------------------- 08/22/06 10,000 10.84 08/23/06 5,500 10.57 08/24/06 7,000 10.24 The following transactions in the Shares were effected by CGI pursuant to investment management agreements with each of the funds listed below. Clinton Quantitative Equity Strategies Master Fund, Ltd. Trade Date Shares Purchased (Sold) Price Per Share ($) ---------- ----------------------- ------------------- 07/20/06 540 ** 11.55 07/31/06 321 ** 12.30 07/31/06 3,409 ** 12.30 08/03/06 652 ** 11.59 08/07/06 3,341 ** 11.12 08/08/06 408 ** 11.21 08/17/06 895 ** 10.99 08/18/06 496 ** 11.07 08/18/06 12 11.09 08/25/06 (12) 10.88 08/25/06 (478)* 10.93 08/28/06 (395)* 10.98 08/29/06 (2,172)* 10.93 08/30/06 (3,406)* 11.06 08/31/06 510 ** 11.10 09/01/06 2,750 ** 11.32 Clinton Statistical Arbitrage Master Fund (2X) Ltd. Trade Date Shares Purchased (Sold) Price Per Share ($) ---------- ----------------------- ------------------- 07/20/06 461 ** 11.55 07/31/06 (321)* 12.30 08/03/06 478 ** 11.59 08/07/06 1,684 ** 11.12 08/17/06 567 ** 10.99 08/22/06 335 ** 10.80 08/25/06 (453)* 10.93 08/29/06 (1,207)* 10.93 08/30/06 (1,696)* 11.06 08/31/06 361 ** 11.09 09/01/06 1,296 ** 11.32 Clinton Equity Strategies Master Fund, Ltd. Trade Date Shares Purchased (Sold) Price Per Share ($) ---------- ----------------------- ------------------- 08/31/06 (2,624)* 11.13 09/01/06 1,155 ** 11.32 * Sold pursuant to a "short" transaction ** Purchased to "cover" a "short" position EXHIBIT A JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Dated: September 7, 2006 CLINTON GROUP, INC. By: /s/ Francis Ruchalski --------------------------- Name: Francis Ruchalski Title: Comptroller CLINTON MULTISTRATEGY MASTER FUND, LTD. By: Clinton Group, Inc. its investment manager By: /s/ Francis Ruchalski --------------------------- Name: Francis Ruchalski Title: Comptroller CGI WHITEHALL UNIVERSAL PORTFOLIO FUND LIMITED By: Clinton Group, Inc. its investment manager By: /s/ Francis Ruchalski --------------------------- Name: Francis Ruchalski Title: Comptroller /s/ George Hall ------------------------------ George Hall /s/ Conrad Bringsjord ------------------------------ Conrad Bringsjord EX-99.1 2 exhibitb.txt EXHIBIT B September 7, 2006 Alan H. Cohen Chairman of the Board and CEO The Finish Line, Inc. 3308 N. Mitthoeffer Road Indianapolis, Indiana 46235 Dear Mr. Cohen: We greatly appreciate you and your team taking the time to discuss with us The Finish Line, Inc. ("Finish Line" or the "Company"). As we stated, Funds and accounts managed by Clinton Group Inc. ("Clinton") currently beneficially own in excess of 5% of the outstanding shares of the Company. We have invested in Finish Line because we believe the market price of Finish Line shares fails to reflect the true earnings power of the traditional Finish Line concept stores, management's ability to turnaround the recent same store sales trends, the potential for margin improvement and realization of operating leverage and the value potential of the Man Alive and Paiva concepts. Further, we departed our meeting with a greater sense that such beliefs are indeed accurate. While we are supportive of management as operators of the business, we are writing this letter to encourage your board to take immediate steps to enhance shareholder value. Today, we choose to highlight the following as initial steps that the board should do to enhance shareholder value: (1) eliminate the unfriendly shareholder corporate governance structure including the dual class voting structure, (2) commence a Dutch tender offer in conjunction with a modest senior debt financing, and (3) to the extent the share price continues to languish, engage a reputable investment banking firm to explore strategic alternatives including, but not limited to, a going private transaction or an outright sale of the Company. PERFORMANCE HAS BEEN WEAK, BUT WE ARE CONFIDENT IN A TURNAROUND We acknowledge that Finish Line has suffered from the merchandising miss regarding low profile footwear as well as weakness in women's footwear, but we continue to believe in the overall earnings power of the traditional Finish Line retail stores. We are confident in management's ability to "right the ship" and realize both same store sales growth and continued square footage growth. In addition, we are complimentary of management's pursuit in diversifying the growth of the Company with the Man Alive and Paiva concepts, and we look forward to better understanding their financial results. FINISH LINE SHARES ARE UNDERVALUED As of September 7, 2006, Finish Line's market capitalization has decreased approximately 37% since the beginning of the year. While the recent same store sales trends have not been strong, we believe the market has significantly undervalued the Company. At the current valuation, we compute a TEV / LTM EBITDA multiple of 4.0x. Taking into account the recent earnings estimates, the TEV / Fiscal 2007(1) Revenue and EBITDA multiples are 0.4x and 5.3x, respectively. Furthermore, the current MVE / tangible book value multiple is 1.3x. We view these multiples as significantly depressed for a profitable business model with strong cash generation and strong growth prospects. Finish Line's closest comparable company is Foot Locker, Inc. ("Foot Locker"), a company that has been rumored to be a target of takeover or going private transaction. At a stock price of $24.00, Foot Locker's TEV / LTM EBITDA multiple is 6.7x and its TEV / Fiscal 2007(2) Revenue and EBITDA multiples are 0.6x and 6.5x, respectively. Furthermore, the current MVE / tangible book value multiple is 2.2x. The rumored takeout price range is $26.00 to $32.00, and represents a range that we have justified by developing and evaluating our own leveraged buyout model for Foot Locker. At the midpoint of the rumored takeout price range, the TEV / LTM EBITDA multiple is 8.1x and the TEV / Fiscal 2007 EBITDA multiple is 7.9x. Based on these trading multiples, the implied per share values for FINL are as follows: o 6.7x TEV / LTM EBITDA: $17.64 o 0.6x TEV / Fiscal 2007 Revenue: $17.55 o 6.5x TEV / Fiscal 2007 EBITDA: $13.43 o 2.2x MVE / tangible BV: $19.24 Based on the possible takeout price multiples, the implied per share values for FINL are as follows: o 8.1x TEV / LTM EBITDA: $21.04 o 7.9x TEV / Fiscal 2007 EBITDA: $16.02 We believe that Finish Line represents an as good, if not better, leveraged buyout and/or management buyout candidate than Foot Locker given the Company's relatively lower valuation, strong cash flow generation, potential for a margin recovery story and diversified growth prospects. Over the last several years prior to calendar 2006, Finish Line experienced stronger revenue and earnings growth than Foot Locker. We also believe that the Finish Line shopping experience is truly a superior one given the stores' fresh decor, improving product mix and wide selection of non-footwear goods. In addition, Finish Line is undervalued compared to recent precedent transactions in the specialty retail space. PETCO Animal Supplies, Inc. (PETC) announced a buyout by a sponsor group and management at a TEV / FY 2006 EBITDA multiple of 7.9x. There are many examples of specialty retailers such as The Sports Authority, Inc. and Michaels - -------------------------- (1) Finish Line has a February fiscal year end. (2) Foot Locker has a January fiscal year end. Stores, Inc. that have been acquired since the beginning of the year for TEV / EBITDA multiples between 7.5x to 11.0x. AMEND CORPORATE GOVERNANCE STRUCTURES We believe that Finish Line's stock price has been negatively affected by the dual class voting structure (Class A/Class B) for the Company's common shares. Messrs. Cohen, Klapper and Sablosky control approximately 56% of the voting shares, yet only approximately 11% of the economic interest. Given that the Class B Common shares held by Messrs. Cohen, Klapper and Sablosky are freely convertible into Class A shares, we urge these shareholders to exercise their conversion right as a good faith indication to the other Class A shareholders that we are all aligned in the pursuit of shareholder value. In addition, other structural considerations of the Company's corporate governance symbolize entrenchment and should be remedied by the board. As an example, the board should immediately repeal the voting requirements for Article 9 of the Restated Articles of Incorporation - Provisions for Certain Combinations. COMMENCE DUTCH TENDER OFFER We note that the Company has purchased approximately 1.1 million Class A shares in the thirteen weeks ended August 26, 2006, and that the Company has 2.6 million shares still available under the share repurchase program instituted by the board in July 2004. We urge the board to use the Company's strong balance sheet to commence a Dutch tender offer. We note that there is significant amount of availability under the Company's $75 million revolving credit facility, but we think the most efficient capital structure would be to replace the credit facility with a comparably sized revolver in addition to a term loan B of at least $100 million. A term loan B facility would minimize annual amortization requirements and offer flexibility with regards to pre-payment to allow the Company to execute its growth strategy unfettered. Considering the modest pro forma total debt / EBITDA and adjusted debt / EBITDAR multiples and comparable issuers' ratings, we believe that Company should get attractive pricing on both tranches of the facility. We suggest the use of proceeds be a Dutch tender offer at a modest premium to the current share price. We believe this course of action is certainly accretive to continuing shareholders while still prudent from a capital structure standpoint. We reference the recent announcement of Brinker International, Inc. (EAT) to repurchase 14% of their outstanding shares in conjunction with a debt financing at modest leverage levels and the market's subsequent positive response to this initiative as a exemplary model for a transaction. CONSIDER ESTABLISHING A SPECIAL COMMITTEE AND RETAIN AN INVESTMENT BANK TO ASSESS STRATEGIC ALTERNATIVES To the extent the stock price continues to languish, we urge you to establish a special committee of independent directors to assess, with the help of a reputable investment banking firm, certain initiatives to enhance shareholder value. We believe that any review should include a going private transaction in conjunction with management's reinvestment or pursuing an outright sale of the business. We see the PETCO transaction history and management's partnership with financial sponsors as a model for a Finish Line transaction. There are significant merits to operating Finish Line as a private company given the recent operating performance of the Company, and a going-private transaction at a valuation at a significant premium to Finish Line's current stock price would deliver value to shareholders. As a private Company, management may make operating and strategic decisions based on the long-term goals of the Company while minimizing the need to service quarter-to-quarter expectations of public shareholders. Also, a conservatively levered capital structure would allow the Company to pursue the same, or even more aggressive, growth plan with the Finish Line concept stores and Man Alive and Paiva if their returns merit. Given the diversity of our fund strategies at Clinton Group Inc., and our belief in the long-term prospects of the Company, we would welcome an opportunity to evaluate taking a minority role as an equity investor alongside management and a financial sponsor partner or as a subordinated debt holder. We believe these initial steps that we have constructively laid out in this letter should serve to deliver long-term value to the Company's shareholders. We note that you stated to shareholders during the first quarter conference call that YOU WOULD BE "VERY, VERY OPEN MINDED" IN CONSIDERATION OF THE "LONG-TERM BEST INTEREST OF ALL THE SHAREHOLDERS," so we look forward to continued dialogue with you. We enjoyed meeting with you and hope to continue and open and constructive dialogue. To that end, please feel free to contact Conrad Bringsjord, Managing Director, at 212-377-4224 or Joseph De Perio, Vice President, at 212-739-1833 at Clinton to discuss any and all issues further at your convenience. Sincerely, /s/ Conrad Bringsjord - ------------------------- Conrad Bringsjord Managing Director Portfolio Manager Event Driven and Activist Investments -----END PRIVACY-ENHANCED MESSAGE-----