-----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, G1dE1Ak33lwBFQYTMKm3ED9usstY6psQWMt3joGucUZujGPrDBLs1NlnkBXCqe8Q MD/z4ZIRUIkJiWlo0JRuYw== 0001099281-03-000055.txt : 20030407 0001099281-03-000055.hdr.sgml : 20030407 20030407170110 ACCESSION NUMBER: 0001099281-03-000055 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030407 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THIRD AVENUE MANAGEMENT LLC CENTRAL INDEX KEY: 0001099281 IRS NUMBER: 010690900 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 767 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10017-2023 FORMER COMPANY: FORMER CONFORMED NAME: EQSF ADVISERS INC DATE OF NAME CHANGE: 19991118 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ELECTROGLAS INC CENTRAL INDEX KEY: 0000902281 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 770336101 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-45450 FILM NUMBER: 03641770 BUSINESS ADDRESS: STREET 1: 6024 SLIVER CREEK VALLEY ROAD CITY: SAN JOSE STATE: CA ZIP: 95138 BUSINESS PHONE: 408-528-3000 MAIL ADDRESS: STREET 1: 6024 SILVER CREEK VALLEY ROAD CITY: SAN JOSE STATE: CA ZIP: 95138 SC 13D 1 egls.htm SCHEDULE 13D

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
 

Electroglas, Inc.
(Name of Issuer)

Common Stock, $.01 Par Value Per Share
(Title of Class of Securities)

 285324109
(CUSIP Number)
 

Third Avenue Management LLC
Attn: Mr. David Barse
622 Third Avenue, 32nd Floor
New York, NY 10017
                         (212) 888-2290                              

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

 April 7, 2003
(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. [   ]


CUSIP No.

 
 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only):

   

THIRD AVENUE MANAGEMENT LLC
(EIN 01-0690900)

 
 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

   

(a)

[ ]
   

(b)

[ ]
 
 

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)      [ ]

 
 

6.

Citizenship or Place of Organization:  United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power: 2,462,913

 

8.

Shared Voting Power: 0

 

9.

Sole Dispositive Power: 2,475,193

 

10.

Shared Dispositive Power: 0

 
 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person: 2,475,193

 
 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [ ]

 
 

13.

Percent of Class Represented by Amount in Row (11): 11.6%(1)

 
 

14.

Type of Reporting Person (See Instructions): IA

(1) The percentages in this Schedule 13D are calculated based upon  21,340,519 shares of Common Stock issued and outstanding as of 
February 22,  2003, as reflected in the Company's Annual Report on Form 10-K  as filed with the Securities and Exchange Commission
on March 28, 2003.

This statement on Schedule 13D (this "Schedule 13D") is being filed by Third Avenue Management LLC ( the "Reporting Person")
and related to the common stock, $.01 par value per share (the "Common Stock"), of Electroglas, Inc., a Delaware corporation (the "Company").
This Schedule 13D supercedes the Schedule 13G initially filed by the Reporting Person on February 13, 1997 (as subsequently amended)
with respect to the Common Stock.

 

Item 1.

Security and Issuer

This Schedule 13D relates to the Common Stock and is being filed pursuant to Rules 13d-1 and 13d-5 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The address of the principal executive offices of the Company is 6024 Silver Creek Valley Road San Jose, CA 95138

 

Item 2.

Identity and Background

 

(a)

This statement is filed by the Reporting Person.

 

(b)

The address of the principal business and principal office is:
622 Third Avenue, 32nd Floor, New York, NY 10017

 

(c)

The principal business of the Reporting Person, a registered investment advisor under Section 203 of the Investment Advisors Act of 1940, is to invest funds on a discretionary basis on behalf of investment companies registered under the Investment Company Act of 1940, and on behalf of individually managed separate accounts.

 

(d)

Neither the Reporting Person nor, to the best of its knowledge, any of its management committee members, executive officers, or members has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(f)

The Reporting Person is a limited liability company organized under the laws of the State of Delaware.

 

Item 3.

Source and Amount of Funds or Other Consideration

The Reporting Person is a registered investment adviser that acts as direct adviser to certain investment companies, as a sub-adviser to certain other investment companies, and as an adviser to separately managed accounts. Certain portfolios of these investment companies have used working capital to purchase shares of the Company upon the orders of the Reporting Person acting as adviser or sub-adviser.  Advised Funds: Third Avenue Value Fund, an investment company registered under the Investment Company Act of 1940 has expended $31,468,497 to acquire 2,031,600 shares of Common Stock; Third Avenue Value Portfolio of the AEGON/Transamerica Series, an investment company registered under the Investment Company Act of 1940, has expended $3,259,429 to acquire 190,800 shares of Common Stock; various separately managed accounts have expended $3,744,095 to acquire 252,793 shares of Common Stock.

The Reporting Person has the ability to vote either directly or indirectly all shares of Common Stock held by the investment companies listed above in this Item 3. For sub-advisory relationships, the Reporting Person instructs the primary advisor on how to vote shares; otherwise the Reporting Person will instruct each Fund's custodian on how to  vote fund shareholding positions. Each investment company may be deemed to be an affiliate of each other by virtue of the Reporting Person's discretionary management and control over its fund assets with the exception of certain separately managed accounts. In the case of certain separately managed accounts, voting authority is retained by the account holder, which is under no obligation to follow the Reporting Person's advice. Each investment company may be deemed to be an affiliate of each other by virtue of the Reporting Person's discretionary management and control over its fund assets.

Item 4.

Purpose of Transaction

The Reporting Person originally acquired the shares of Common Stock for investment purposes and previously reported its beneficial ownership of such shares on Schedule 13G.  The Reporting Person is now reporting beneficial ownership of the shares of Common Stock on Schedule 13D for reasons set forth below in this item 4.

The Reporting Person has become increasingly concerned with the Company's performance.  Accordingly the Reporting Person has transmitted today a letter to the Company's Board of Directors.  This letter urges, among other things, that the following actions be taken by the Board of Directors:

        1)   Hire an investment banker to aid the Board in seeking strategic alternatives for the Company, including replacement of the current CEO or sale of the Company, in whole or in part.

        2)   Eliminate all corporate "shark repellants" that serve to entrench management in office, including the poison pill, staggered board of directors, blank check preferred stock provisions, and change of control provisions.

The complete text of this letter is attached as Exhibit 1 to this Schedule 13D.


The Reporting Person has no present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D except as set forth herein. However, consistent with the Reporting Person's interest in protecting its investment in the Company, the Reporting Person intends to closely monitor its investment in the Company on a continuing basis and may seek to have discussions with third parties, including other shareholders of the Company, or with management or members of the Board of Directors of the Company, regarding ways of improving the Company's performance, and enhancing shareholder value.

In addition, depending on various factors, including, without limitation, the Company's financial position and business strategy, the conduct of management and the Board of Directors of the Company, the price levels of the Common Stock, conditions in the securities market and general economic and industry conditions and alternative business and investment opportunities available to the Reporting Person, the Reporting Person may in the future take other actions to protect its investment in the Company as it deems appropriate, including, without limitation, proposing one or more nominees for election to the Board of Directors of the Company (and soliciting proxies in connection therewith), making proposals to the Company concerning the capitalization, compensation levels of senior management, management changes, and operations of the Company, purchasing additional shares of Common Stock or selling some or all of its shares of Common Stock or changing its intention with respect to any and all matters referred to in this Item 4.

Item 5.

Interest in Securities of the Issuer

 

(a) & (b)

The Reporting Person possesses voting and dispositive control over shares of Common Stock held by the Investment Companies named in this Schedule 13D under its discretionary authority. The Reporting Person is either the sole investment advisor, sub-investment advisor, or part of a team of other investment advisors who manage investment companies. The percentages used in this Item 5 and in the rest of this Schedule 13D are calculated based upon 21,340,519 shares of Common Stock issued and outstanding as of February 22, 2003, as reflected in the Company's Annual  Report on Form 10-K  as filed with the Securities and Exchange Commission on March 28,2003.
 

 

 

A. Third Avenue Value Fund

(a) Amount beneficially owned: 2,031,600 shares.

(b) Percent of class: 9.5%.

(c) Number of shares as to which such Reporting Person has:
(i) Sole power to vote or direct the vote: 2,031,600

(ii) Shared power to vote or direct the vote: 0

(iii) Sole power to dispose or direct the disposition: 2,031,600

(iv) Shared power to dispose or direct the disposition: 0


B. Third Avenue Value Portfolio of the AEGON/Transamerica Series

(a) Amount beneficially owned: 190,800

(b) Percent of class: 0.9%

(c) Number of shares as to which such Reporting Person has:
(i) Sole power to vote or direct the vote: 190,800

(ii) Shared power to vote or direct the vote: 0

(iii) Sole power to dispose or direct the disposition: 190,800

(iv) Shared power to dispose or direct the disposition: 0


C. Third Avenue Management Separately Managed Accounts

(a) Amount beneficially owned: 252,793

(b) Percent of class: 1.2%

(c) Number of shares as to which such Reporting Person has:
(i) Sole power to vote or direct the vote: 240,513

(ii) Shared power to vote or direct the vote: 0

(iii) Sole power to dispose or direct the disposition: 252,793

(iv) Shared power to dispose or direct the disposition: 0

 

(c)

Third Avenue Value Fund

Date                 Shares Purchased          Shares Sold                     Price Per Share
4/01/03                                                   115,700                               0.84
4/02/03                                                   134,300                               0.85          
4/04/03                                                   593,100                               2.33**
 

Third Avenue Value Portfolio of the AEGON/Transamerica Series

Date                 Shares Purchased          Shares Sold                     Price Per Share
4/01/03                                                     9,300                                 0.84
4/02/03                                                   10,700                                 0.85
4/04/03                                                   55,700                                 2.33**
 

Third Avenue Management LLC Separately Managed Accounts

                                                                
Date                 Shares Purchased          Shares Sold                     Price Per Share
2/07/03                                                       300                                   1.17
2/11/03                                                       525                                   1.17
2/13/03                                                       200                                   1.17
2/19/03                                                       800                                   1.20
2/20/03                                                       225                                   1.15
2/21/03                                                    8,475                                   1.0945**
3/14/03                                                    1,250                                   1.09
3/17/03                                                       450                                   1.03
3/19/03                                                       200                                   1.04
3/25/03                                                    1,300                                   0.99
3/26/03                                                    1,775                                   0.92**
3/27/03                                                       575                                   0.93
4/04/03                                                  17,000                                   2.16**        

**--Prices shown are an average price of transactions executed on that day.

All of the transactions set forth above were effected in open market transactions.  Transactions were executed in "over-the-counter" market, and certain transactions were executed through its affiliated broker/dealer M.J. Whitman LLC.

Except as set forth above, during during the last sixty days there were no other transactions in the Common Stock effected by the investment companies named above, nor, to the best of their knowledge, any of their directors, executive officers, or members.

 

(d)

No other person 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, such Common Stock other than the investment companies named above.

 

(e)

Not Applicable.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

                    Not Applicable

 

Item 7.

Material to Be Filed as Exhibits

  Exhibit 1
Letter dated April 7, 2003 from Third Avenue Management LLC to Electroglas, Inc. Board of Directors

Signature

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.

 
 

Date:           April 7, 2003

 
 

Signature:    /s/ Martin J. Whitman

Name/Title: Martin J. Whitman, Co-Chief Investment Officer

EX-1 3 ex1.htm EXHIBIT 1. LETTER TO BOARD OF DIRECTORS Exhibit 1

Exhibit 1

Letter dated April 7, 2003 from Third Avenue Management LLC to Electroglas, Inc. Board of Directors


April 7, 2003

Mr. Robert J. Frankenberg
Mr. Mel Friedman
Mr. John Osborne
Mr. Edward S. Saliba
Mr. Curtis S. Wozniak


Electroglas, Inc.
6024 Silver Creek Valley Road
San Jose, CA 95138


Dear Electroglas Board of Directors:

Third Avenue Management LLC is extremely dissatisfied with the performance of Electroglas, Inc. management.  At this late hour, it is simply not enough to shuffle around a few members of the Board of Directors, manipulate the options program, or take other half-steps.  We therefore strongly urge that the following actions be taken by the Board:

        1)  Hire an investment banker to aid the Board in seeking strategic alternatives for the Company, including replacement of the current CEO or sale of the Company, in whole or in part.

        2)  Eliminate all corporate "shark repellants" that serve to entrench management in office, including the poison pill, staggered board of directors, blank check preferred stock provisions, and change of control provisions.


Third Avenue Management has been a long-time holder of Electroglas common stock, having made its first investment in the Company in mid-1996 (fiscal quarter ended July 1996).  As of April 4, 2003, Third Avenue held  2,475,193 shares of Electroglas common stock, representing approximately 11.6% of the shares outstanding. 

Despite the Company's previous technological successes in its core wafer probe business, there are several fundamental concerns we believe should be addressed for the longer-term benefit of the Company and its shareholders. 


Since April 1996, when Curtis Wozniak was first appointed as CEO of Electroglas, the following has transpired: 

1)  Core Business Has Been Severely Impaired By Competition.  Electroglas' share of the probe market, according to VLSI Research, has declined from 26% in 1996 to 22% in 2000.  Given the technical difficulties that the EG5|300 tool has experienced, we suspect that the Company's share of the 300mm probe market is virtually non-existent, despite numerous years and probably several tens of millions of dollars of development costs. 

2)  Acquisitions Have Dissipated Potential Long-Term Value.  Electroglas has spent nearly $42 million worth of cash and Company stock to acquire three companies-Knights Technology ($32 million in stock), Techne Corp. ($6.5 million in cash and stock) and Statware, Inc. ($3.4 million in cash and stock.)  While the underlying rationale of trying to broaden the Company's market presence was sound, none of these acquisitions have made material contributions toward that goal, but have instead dissipated Company resources.  Since the Company acquired Knights in 1997, the EGsoft business segment (essentially Knights) has continued to lose money.  Operating losses from the EGsoft segment have more than doubled from ($2.8 million) in 1997 to ($6.1 million) in 2002.

3)  A Once Iron-Clad Balance Sheet Has Been Substantially Weakened.  At December 31, 2000, cash and equivalents totaled $164.5 million and the Company had no long-term debt.  At December 31, 2002, unrestricted cash and equivalents had declined to only $58.2 million, while long term debt totaled $33.2 million.  On June 21, 2002, the Company issued $35.5 million of convertible subordinated notes and warrants to purchase 714,573 shares of Common Stock, the conversion and exercise of which would result in the issuance of 5,045,321 shares of Electroglas common stock.  Given a historically strong and highly liquid balance sheet, only years of poor execution by management could explain the necessity of such a highly dilutive capital raising. 

4)  Company's Stock Has Been Decimated.  The Company's market capitalization has decreased from $257.1 million as of June 28, 1996 to $18.8 million as of March 31, 2003, while shares outstanding have increased from 18,043,863 to 21,340,519 (as of February 22, 2003).  Over the period from June 28, 1996 to March 31, 2003, the Company's common stock has declined 93.8% compared to an increase of 13.2% for the Nasdaq Composite Index and a 69.6% increase for the Philadelphia Semiconductor Index.



We note the depressed level of Electroglas' common stock, which is trading below our estimate of realizable business value and even below the Company's net cash.  We acknowledge the current downturn in the cyclical semiconductor equipment industry is something absolutely outside of management's control.  Nonetheless, it seems apparent that many of the Company's problems during the past few years have been a result of management's own missteps.  Specifically, management has failed, among other things, to contain costs in a timely fashion; has been unable to resolve the EG5|300's technical issues, resulting in the loss of competitive position; has not achieved the requisite critical mass necessary to compete in the industry; and has failed to realize shareholder value through other strategic actions such as a merger or monetization of non-core assets.  We are concerned that absent aggressive and immediate action on the part of the Board, both the business and long-term shareholder value will be permanently impaired. 

Despite management's poor execution, we believe the Company retains an important franchise in its core business and has longer-term growth opportunities in other areas such as test software.  By acting today, we believe the Board can help the Company preserve, and perhaps, improve its competitive position.

We will be filing a Schedule 13D with the SEC in which we plan to include this letter as an exhibit.  If there is anything we can do to facilitate the process of enhancing shareholder value, please let us know.  Feel free to get in touch with us, either individually or collectively, if you wish to discuss the Electroglas situation further.


Sincerely,

/s/ Curtis Jensen

/s/ Yang Lie

Third Avenue Management LLC

 

 

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