0001193125-13-154316.txt : 20130415 0001193125-13-154316.hdr.sgml : 20130415 20130415105536 ACCESSION NUMBER: 0001193125-13-154316 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130415 DATE AS OF CHANGE: 20130415 GROUP MEMBERS: OTTER CREEK INTERNATIONAL LTD. GROUP MEMBERS: OTTER CREEK MANAGEMENT, INC. GROUP MEMBERS: R. KEITH LONG SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FLOW INTERNATIONAL CORP CENTRAL INDEX KEY: 0000713002 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569] IRS NUMBER: 911104842 STATE OF INCORPORATION: WA FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35008 FILM NUMBER: 13760335 BUSINESS ADDRESS: STREET 1: 23500 64TH AVE S STREET 2: P O BOX 97040 CITY: KENT STATE: WA ZIP: 98032 BUSINESS PHONE: 2538503500 MAIL ADDRESS: STREET 1: 23500 64TH AVENUE SOUTH CITY: KENT STATE: WA ZIP: 98032 FORMER COMPANY: FORMER CONFORMED NAME: FLOW SYSTEMS INC DATE OF NAME CHANGE: 19890320 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OTTER CREEK PARTNERS I LP CENTRAL INDEX KEY: 0000922685 IRS NUMBER: 650273189 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 222 LAKEVIEW AVENUE STREET 2: SUITE 1130 CITY: WEST PALM BEACH STATE: FL ZIP: 33401 BUSINESS PHONE: 561832 4110 MAIL ADDRESS: STREET 1: 222 LAKEVIEW AVENUE STREET 2: SUITE 1130 CITY: WEST PALM BEACH STATE: FL ZIP: 33401 SC 13D/A 1 d520878dsc13da.htm SC 13D/A SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

 

FLOW INTERNATIONAL CORPORATION

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.01

(Title of Class of Securities)

343468104

(CUSIP Number)

John G. Igoe, P.A.

Edwards Wildman Palmer LLP

525 Okeechobee Boulevard, Suite 1600

West Palm Beach, Florida 33401

(561) 833-7700

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

April 9, 2013

(Date of Event Which Requires Filing 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.  ¨

 

 

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 (“Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

 

 

 


  (1)   

Name of reporting person

 

Otter Creek Partners I, L. P.

  (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

 

    Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     (7)    

Sole voting power

 

    0

     (8)   

Shared voting power

 

    1,081,703

     (9)   

Sole dispositive power

 

    0

   (10)   

Shared dispositive power

 

    1,081,703

(11)  

Aggregate amount beneficially owned by each reporting person

 

    1,081,703

(12)  

Check box if the aggregate amount in Row (11) excludes certain shares    ¨ (see instructions)

 

(13)  

Percent of class represented by amount in Row (11)

 

    2.2%

(14)  

Type of reporting person

 

    PN

 

 

- 2 -


  (1)   

Name of reporting person

 

Otter Creek International 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

 

    British Virgin Islands

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     (7)    

Sole voting power

 

    0

     (8)   

Shared voting power

 

    1,507,713

     (9)   

Sole dispositive power

 

    0

   (10)   

Shared dispositive power

 

    1,507,713

(11)  

Aggregate amount beneficially owned by each reporting person

 

    1,507,713

(12)  

Check box if the aggregate amount in Row (11) excludes certain shares    ¨ (see instructions)

 

(13)  

Percent of class represented by amount in Row (11)

 

    3.1%

(14)  

Type of reporting person

 

    CO

 

 

- 3 -


  (1)   

Name of reporting person

 

Otter Creek Management, 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

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     (7)    

Sole voting power

 

    0

     (8)   

Shared voting power

 

    2,589,416

     (9)   

Sole dispositive power

 

    0

   (10)   

Shared dispositive power

 

    2,589,416

(11)  

Aggregate amount beneficially owned by each reporting person

 

    2,589,416

(12)  

Check box if the aggregate amount in Row (11) excludes certain shares    ¨ (see instructions)

 

(13)  

Percent of class represented by amount in Row (11)

 

    5.4%

(14)  

Type of reporting person

 

    CO

 

- 4 -


  (1)   

Name of reporting person

 

R. Keith Long

  (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

 

    United States

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     (7)    

Sole voting power

 

    0

     (8)   

Shared voting power

 

    2,589,416

     (9)   

Sole dispositive power

 

    0

   (10)   

Shared dispositive power

 

    2,589,416

(11)  

Aggregate amount beneficially owned by each reporting person

 

    2,589,416

(12)  

Check box if the aggregate amount in Row (11) excludes certain shares    ¨ (see instructions)

 

(13)  

Percent of class represented by amount in Row (11)

 

    5.4%

(14)  

Type of reporting person

 

    IN

 

- 5 -


This Amendment No. 3 to Schedule 13D amends the Schedule 13D filed on August 12, 2011, as amended March 21, 2012 and March 27, 2013 (the “Original Statement”, and as amended by this Amendment No. 3, this “Schedule 13D”) and is being filed pursuant to Rule 13d-2(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on behalf of Otter Creek Partners I, L.P., a Delaware limited partnership (the “Domestic Fund”), Otter Creek International, Ltd., a British Virgin Islands international business company (the “Offshore Fund”), Otter Creek Management, Inc., a Delaware corporation (the “Management Company”) and R. Keith Long, an individual (“Mr. Long” and, together with the Domestic Fund, the Offshore Fund and the Management Company, the “Reporting Persons”).

This Schedule 13D relates to the common stock, par value $0.01 per share, of Flow International Corporation, a Washington corporation (the “Issuer”), which has principal executive offices located at 23500 64th Avenue South, Kent, Washington 98032. Unless the context otherwise requires, references herein to the “Common Stock” are to such Common Stock of the Issuer. The Management Company is the sole general partner of the Domestic Fund and the investment adviser to the Domestic Fund and the Offshore Fund (collectively, the “Funds”). The Funds directly own the Common Stock to which this Schedule 13D relates, and the Reporting Persons may be deemed to have beneficial ownership over such Common Stock by virtue of the authority granted to them by the Funds to vote and to dispose of the securities held by the Funds, including the Common Stock.

Item 4. Purpose of Transaction.

Item 4 of the Original Statement is hereby supplemented as follows: On April 9, 2013, the Funds submitted a shareholder proposal pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended, for inclusion in the Issuer’s proxy statement for its 2013 annual meeting of shareholders, requesting that the Issuer promptly take action to de-classify its Board of Directors. A copy of the submission is filed as Exhibit 99.3 to this Schedule 13D.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Original Statement is hereby amended and restated in its entirety as follows:

 

  (a) The following table sets forth the aggregate number and the percentage of outstanding shares of Common Stock that the Reporting Persons beneficially owned as of April 10, 2013.

 

Name

   Shares of Common
Stock Beneficially
Owned
    Percentage of Shares of
Common Stock
Beneficially Owned (1)
 

The Domestic Fund

     1,081,703        2.2

The Offshore Fund

     1,507,713        3.1

The Management Company

     2,589,416 (2)      5.4

R. Keith Long

     2,589,416 (2)      5.4
  

 

 

   

 

 

 

The Reporting Persons, as a group

     2,589,416        5.4

 

- 6 -


 

(1) Based on 48,423,308 shares of Common Stock reported outstanding by the Issuer as of February 26, 2013 in its Quarterly Report on Form 10-Q for the period ended January 31, 2013.
(2) Each of the Management Company and R. Keith Long disclaims beneficial ownership of the shares of Common Stock held by the Funds, except to the extent of its or his pecuniary interest therein and this statement shall not be deemed an admission that the Management Company or R. Keith Long is the beneficial owner of such shares for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or any other purpose.

 

  (b) The Management Company and Mr. Long share voting and dispositive power with respect to the shares of Common Stock held directly by the Funds. The Management Company, Mr. Long and the Domestic Fund share voting and dispositive power with respect to the shares of Common Stock held directly by the Domestic Fund. The Management Company, Mr. Long and the Offshore Fund share voting and dispositive power with respect to the shares of Common Stock held directly by the Offshore Fund.

 

  (c) Since March 25, 2013, the Reporting Persons acquired and disposed of shares of Common Stock as set forth below. All such shares were acquired through brokers’ transactions.

Transactions by the Domestic Fund

 

Trade Date

   Number of Shares      Price Per Share      Transaction  

3/25/2013

     9,266         3.5921         Bought   

3/27/2013

     6,000         3.6262         Bought   

3/28/2013

     14,200         3.8128         Bought   

4/1/2013

     3,500         3.8678         Bought   

4/2/2013

     7,800         3.7714         Bought   

4/3/2013

     9,300         3.6778         Bought   

4/4/2013

     10,500         3.52         Bought   

4/4/2013

     800         3.5035         Bought   

Transactions by the Offshore Fund

 

Trade Date

   Number of Shares      Price Per Share      Transaction  

3/28/2013

     16,952       $ 3.8128         Bought   

4/1/2013

     4,938         3.8678         Bought   

4/2/2013

     13,080         3.7714         Bought   

4/3/2013

     13,100         3.6778         Bought   

4/4/2013

     14,500         3.52         Bought   

4/4/2013

     1,216         3.5035         Bought   

 

- 7 -


  (d) Other than the Funds which directly hold the shares of Common Stock, and except as set forth in this Item 5, no 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, the shares of Common Stock.

 

  (e) Not applicable.

Item 7. Material to Be Filed as Exhibits.

 

  99.1 Joint Filing Agreement and Power of Attorney dated August 12, 2011 among the Reporting Persons (previously filed).

 

  99.2 Letter dated March 26, 2013 (previously filed).

 

  99.3 Letter dated April 9, 2013.

 

- 8 -


SIGNATURES

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

Dated: April 15, 2013

 

OTTER CREEK PARTNERS I, L.P.
By:   Otter Creek Management, Inc.,
  its general partner
  By:  

R. Keith Long

    R. Keith Long, President
OTTER CREEK INTERNATIONAL, LTD.
By:  

R. Keith Long

  R. Keith Long, Director
OTTER CREEK MANAGEMENT, INC.
By:  

R. Keith Long

  R. Keith Long, Chief Executive Officer
R. KEITH LONG

R. Keith Long

R. Keith Long

 

- 9 -

EX-99.3 2 d520878dex993.htm EX-99.3 EX-99.3

Exhibit 99.3

OTTER CREEK MANAGEMENT, INC.

222 LAKEVIEW AVENUE

SUITE 1100

WEST PALM BEACH, FLORIDA 33401

561-832-4110

FAX 561-655-6902

Email: KLONG@OTTERCREEKMGT.COM

SHAREHOLDER-BOARD COMMUNICATION

April  9th, 2013

John S. Leness

Corporate Secretary

Flow International Corporation

23500 64th Avenue South

Kent, WA 98032

Dear Mr. Leness:

Please be advised that Otter Creek Management, Inc., on behalf of Otter Creek Partners I, L.P. and Otter Creek International, Ltd., hereby submits the enclosed shareholder resolution to be presented at the 2013 annual meeting of Flow International Corporation (the “Company”), pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of 1934. Otter Creek Management, Inc. is the sole general partner of Otter Creek Partners I, L.P. and the investment advisor to Otter Creek Partners I, L.P. and Otter Creek International, Ltd.

As of April 9th, 2013, Otter Creek Partners I, L.P., with a business address of 222 Lakeview Avenue, Suite 1100, West Palm Beach, FL 33401, is the beneficial owner of 1,081,703 shares of Common Stock of the Company. Otter Creek Partners I, L.P. has owned shares of the Company’s Common Stock valued at $2,000 for a period in excess of one year prior to this submission. Otter Creek Partners I, L.P. intends to hold the number of shares required to submit shareholder resolutions through the date of the Company’s 2013 annual meeting.

As of April 9th, 2013, Otter Creek International, Ltd., with a business address of 222 Lakeview Avenue, Suite 1100, West Palm Beach, FL 33401, is the beneficial owner of 1,507,713 shares of Common Stock of the Company. Otter Creek International, Ltd. has owned shares of the Company’s Common Stock valued at $2,000 for a period in excess of one year prior to this submission. Otter Creek International, ltd. intends to hold the number of shares required to submit shareholder resolutions through the date of the Company’s 2013 annual meeting.

Enclosed herewith are the shareholder proposal and supporting statement, along with Appendix A showing verification of ownership of the shares of the Company’s Common Stock referenced above as contemplated by Rule 14a-8(b)(2)(ii), in the form of the Schedule 13D dated August 12, 2011 and all amendments thereto filed by and on behalf of the undersigned regarding ownership of Common Stock of the Company.

Please acknowledge receipt of this proposal promptly by emailing me at KLONG@OTTERCREEKMGT.COM and do not hesitate to contact me with any questions you may have.


Sincerely,

 

OTTER CREEK PARTNERS I, L.P.
By: Otter Creek Management, Inc.,
its General Partner
By:  

/s/ R. Keith Long

  R. Keith Long, Chief Executive Officer
OTTER CREEK INTERNATIONAL, LTD.
By:  

/s/ R. Keith Long

  R. Keith Long, Director
OTTER CREEK MANAGEMENT, INC.
By:  

/s/ R. Keith Long

  R. Keith Long, Chief Executive Officer


PROPOSAL TO REPEAL CLASSIFIED BOARD

RESOLVED, that shareholders of Flow International Corporation urge the Board of Directors to take the steps necessary (other than any steps that must be taken by shareholders) to eliminate the classification of the Board of Directors and to require that all directors elected at or after the annual meeting held in 2014 be elected on an annual basis. Implementation of this proposal should not prevent any director elected prior to the annual meeting held in 2014 from completing the term for which such director was elected.

SUPPORTING STATEMENT

We urge the Flow Board of Directors to bring the Flow board election process up to present state of the art good governance standards by eliminating staggered board elections. Over the past decade many companies have declassified their board of directors. According to the Shareholder Rights Project at Harvard Law School, in 2012 alone fully one-third of the S&P 500 companies with a staggered board at the beginning of the year declassified during the year.

The significant shareholder support for declassification proposals is consistent with empirical studies reporting that:

 

   

Classified boards are associated with lower firm valuation (Bebchuk and Cohen, 2005; confirmed by Faleye (2007) and Frakes (2007));

 

   

Takeover targets with classified boards are associated with lower gains to shareholders (Bebchuk, Coates, and Subramanian, 2002);

 

   

Firms with classified boards are more likely to be associated with value-decreasing acquisition decisions (Masulis, Wang, and Xie, 2007); and

 

   

Classified boards are associated with lower sensitivity of compensation to performance and lower sensitivity of CEO turnover to firm performance (Faleye, 2007)

Although one study (Bates, Becher and Lemmon, 2008) reports that classified boards are associated with higher takeover premiums, this study also reports that classified boards are associated with a lower likelihood of an acquisition and that classified boards are associated with lower firm valuation.

Flow International has underperformed for decades. Shareholders deserve the right to elect a full slate of directors who will be accountable to shareholders and will act in their best interest.


Appendix A

Verification of Ownership of Shares of Common Stock of

Flow International Corporation

Enclosed:

 

  1. Schedule 13D, dated August 12, 2011

 

  2. Amendment No. 1 to Schedule 13D, dated March 21, 2012

 

  3. Amendment No. 2 to Schedule 13D, dated March 27, 2013