hmmm nice chart?

Footstar Announces Agreement To Acquire CPEX Pharmaceuticals for $27.25 Per Share in Cash

MAHWAH, N.J., Jan. 4, 2011 /PRNewswire/ -- Footstar, Inc. ("Footstar") announced today that certain of its subsidiaries have entered into a definitive merger agreement with CPEX Pharmaceuticals, Inc. (Nasdaq: CPEX), an emerging specialty pharmaceutical company, in a transaction valued at approximately $76.6 million, plus fees and expenses relating to the transaction. Pursuant to the merger agreement, FCB I Acquisition Corp. ("FCB Acquisition"), a wholly owned subsidiary of FCB I Holdings Inc. ("FCB Holdings"), will merge into CPEX and CPEX shareholders will receive $27.25 per share in cash. The transaction was unanimously approved by the Footstar Board of Directors.

FCB Acquisition is a wholly owned subsidiary of FCB Holdings, which is owned 80.5% by Footstar Corporation and 19.5% by an unaffiliated investment holding company (the "Co-Investor"). Footstar Corporation is a wholly owned subsidiary of Footstar.

The transaction is being financed through a combination of equity and debt. Footstar Corporation and the Co-Investor are providing approximately $3.2 million and approximately $0.8 million of equity financing, respectively. In addition, FCB Holdings has received combined commitments from Footstar Corporation and the Co-Investor to provide a $13 million secured bridge loan. In addition, certain debt financing parties have agreed to provide debt financing in the form of a $64 million secured term loan pursuant to its terms.

The transaction is subject to the receipt of CPEX stockholder approval and satisfaction of other customary closing conditions. Certain of CPEX's directors and employees, who currently own an aggregate of approximately 19.6% of the outstanding CPEX shares, have agreed to vote their shares in favor of the transaction and recommend that all CPEX shareholders approve the transaction. The transaction is expected to close in the second quarter of 2011.

According to the last 10-Q, FTAR on November 10, 2010 had 24,183,897 shares outstanding.

Have not followed it for a while, whats new??

Am I the only one that thinks this stock is way too cheap based on the $76M merger they just did with CPEX? That's almost 4 times FTAR's current market cap.

This looks to be a no brainer and why I believe it is steadily going up. It's almost completely under the radar because FTAR didn't PR the news. CPEX did.

http://www.prnewswire.com/news-releases/footstar-announces-agreement-to-acquire-cpex-pharmaceuticals-for-2725-per-share-in-cash-112861894.html

FTAR 8k out: cash dividend of $0.05 per share of common stock outstanding.


Item 8.01. Other Events.


On September 27, 2010, the Board of Directors of Footstar, Inc. (the “Company”) declared a liquidating cash dividend of $0.05 per share of common stock outstanding. The dividend will be paid on October 7, 2010 to stockholders of record as of the close of business on October 4, 2010. This is not expected to be the final dividend.


The dividend is expected to be treated as a return of capital for tax reporting purposes, but stockholders will receive further information on Form 1099 after the end of 2010 and are encouraged to consult with their own tax advisors regarding the tax treatment of the distribution. Under NASDAQ rules, it is anticipated that the Company’s stock will trade ex dividend two business days prior to the record date, or September 30, 2010, but no assurance can be given by the Company that this will be the case.

Footstar Reminds Shareholders to Vote at May 5, 2009 Special Meeting
May 1, 2009 3:18:00 PM
Copyright Business Wire 2009


Email Story Discuss on ZenoBank

View Additional ProfilesMAHWAH, N.J.--(BUSINESS WIRE)-- Footstar, Inc. (OTCBB: FTAR) today reminded its shareholders to vote their proxies in connection with the Company's special meeting of shareholders to be held on May 5, 2009. Shareholders are being asked to approve the plan of complete dissolution and liquidation of the Company outlined in its definitive proxy statement, which was filed with the Securities and Exchange Commission on April 6, 2009.

Footstar's Board of Directors unanimously recommends that shareholders vote "FOR" the plan and the Company's dissolution. The Board has determined that it is in the best interests of the Company and its shareholders to liquidate and ultimately dissolve following the expiration in December 2008 of its agreement with Kmart, under which it previously sold footwear in Kmart stores.

Contingent upon shareholder approval of the plan, the Company intends to pay on May 6, 2009 a previously announced cash distribution of $2 per share to shareholders of record as of the close of business on April 30, 2009. In the event that the plan is not approved by shareholders, the Company's Board of Directors will consider strategic alternatives for the Company including, without limitation, acquisitions, mergers, asset sales, a self-tender offer for the Company's shares, share repurchases, entry into commercial leases to enhance or facilitate the sale of our real estate, or other business opportunities.

Shareholders who have questions or require assistance in voting should contact BNY Mellon Shareowner Services for information at 201-680-5235.

Information regarding the Company's plan of complete dissolution and liquidation and the special meeting of the Company's shareholders to be held on May 5, 2009 is contained in the definitive proxy statement relating to the special meeting filed by the Company with the Securities and Exchange Commission on April 6, 2009. Shareholders should read the Company's proxy statement because it contains important information. Copies of the Company's proxy statement are available without charge on the SEC's Internet website at www.sec.gov and on the Company's website at http://www.footstar.com/financial/proxy. Shareholders may also request a free copy of the proxy statement by contacting Maureen Richards, Senior VP, General Counsel & Corporate Secretary of Footstar, at 933 MacArthur Boulevard, Mahwah, New Jersey 07430 or by telephone at 201-934-2000.

Forward-Looking Statements

This release contains forward-looking statements made in reliance upon the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements may be identified by the use of words such as "anticipate," "estimates," "should," "expect," "guidance," "project," "intend," "plan," "believe" and other words and terms of similar meaning, in connection with any discussion of our financial statements, business, results of operations, liquidity, future operating or financial performance and other future events and circumstances. Factors that could affect our forward-looking statements include, among other things, our timely receipt of amounts due from Kmart for the purchase of inventory, our ability to manage the wind-down of our business, the impact of the payment of special cash distributions on our future cash requirements and liquidity needs, for any contingencies and obligations, and the other risks and uncertainties discussed more fully in our 2008 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 9, 2009 and the Definitive Proxy Statement for the Special Meeting of Shareholders filed with the Securities and Exchange Commission on April 6, 2009.

Because the information in this release is based solely on data currently available, it is subject to change and should not be viewed as providing any assurance regarding our future performance. Actual results, performance, events, plans and expectations may differ from our current projections, estimates and expectations and the differences may be material, individually or in the aggregate, to our business, financial condition, results of operations, liquidity or prospects. Additionally, we do not plan to update any of our forward-looking statements based on changes in assumptions, changes in results or other events subsequent to the date of this release, other than as included in our future required SEC filings, or as may otherwise be legally required.




Source: Footstar, Inc.


----------------------------------------------
Footstar
Inc.
Media:
Kekst and Company
Wendi Kopsick
212-521-4867
or
Investors:
Jonathan Couchman
201-934-2713
Chairman and Chief Executive Officer

lmao.. picking right back up now... looks like it's going to hit 10's before we know it.

SeekingAlpha
Seeing More Upside In Footstar
Friday March 23, 7:28 am ET


Dah Hui Lau submits: Briefly about Footstar Inc. :
1. FTAR operates footwear departments in 1,392 Kmart stores as of Dec 30, 2006.
2. March 2, 2004: FTAR filed for Chapter 11.
3. Feb 2, 2006: FTAR emerged from bankruptcy and repaid creditors in full with interest.
4. Amended Master Agreement with Kmart will expire at the end of 2008. Kmart is obligated to purchase shoemart inventory (but not the brands) at book value.


Liquidation Value (Based on 2006 10K)

Assets:

I. Cash = $101M

II. Account Receivables = $10.6M
III. Inventories = $92M
IV. Prepaid expenses = $7.9M
V. Property = $20.4M (Based on Oct 2004 valuation)
Total assets = $231.9M

Liabilities:

I. Account payables = $50M
II. Accrued expenses = $27.6M
III. Income taxes = $0.9M
IV. Liabilities from discontinued operations = $2.3M
V. Liabilities subject to compromise = $1.2M
VI. Other long term liabilities = $26.6M
VII. Amount due under Kmart settlement = $5.2M

Total liabilities = $113.8M

Net assets after deducting total liabilities = $118.1M



Further upsides above $8.74/share:

I. At the end of 2008, FTAR would still have over $110M of Net Operating Loss. This may worth $10M to $30M to an acquirer.
II. Brand value of Thom McAnn. The brand may fetch $5M to $10M in a sale.
III. Short interest is about 38%. Once the share starts advancing north, short sellers might tumble over each other to cover.
IV. Activist hedge fund: Schultze Asset Management owned over 5% of FTAR. They will try to influence the management to use cash in the way that benefits shareholders.
V. Revenue estimates for 2007 and 2008 are conservative and may turn up to be better than expected.
VI. If FTAR managed to negotiate with Kmart to continue its operation after 2008, potential upside may be huge; easily north of $12/share based on EV/EBIT of 6.

I bought FTAR at $6.30 prior to 10K release. Based on 10Q for 3rd Qtr 2006, I estimated the liquidation value of at least $6.50/share. The results for year 2006 were much better than I predicted and I subsequently readjusted my valuation to $8.74/share.

Disclosure: Author is long FTAR.OB

After the distribution.

This one is sporting a p/e of around 2.

BB.

Seems to holding it's own. Anyone have any info o the status of renegotiating and extending the contract with K-Mart? Thanks

exceo

Thanks for your reply. Only been in a short time and only with 220 shares. Read about the dividend and thought I would give it a try. I play the pennies for fun (and profit) and have never tried to take advantage of a large cash dividend. Should be interesting. Good luck to all

exceo

It's been constantly going up in the past week, looks like normal consolidation to me. Also some people will sell when they got what they wanted (profit).

What happened today? How can you explain someone selling when we are just a week away from qualifying for a $5 dividend. You either have to be desperate or know something. JMHO

exceo

I'm a little new to this too. I found an article saying the Ex-Date was usually 2 business days prior to the record date. Is that always the case? Is it stated anywhere?

Nice pop on this news...

Bankruptcy Court OKs Last Of $82M Just For Feet Settlements
Friday 03/30/2007 3:55 PM ET - Dow Jones News
By Peg Brickley Of DOW JONES NEWSWIRES

A Pittsburgh bankruptcy judge signed off on the last $1.5 million settlement in a series of deals that raised $82 million from former executives and advisors sued over the collapse of shoe retailer Just for Feet Inc.
U.S. Bankruptcy Judge Judith Fitzgerald on Thursday approved the $1.5 million pact with former Just for Feet director Randall Haines, the last of 16 defendants to agree to pay to quiet charges of wrongdoing.
Court papers identify Haines as president of Compass Bank-Birmingham, one of the primary lenders to Just for Feet, which ran into trouble after piling up $400 million in debt after a late-1990's acquisition spree.
Just for Feet filed for Chapter 11 protection in Delaware in November 1999, and a few months later sold its 79 superstores and 23 specialty stores to Footstar Inc. (FTAR) for $69.7 million.
Charles Goldstein, the Chapter 7 trustee charged with finding money to pay creditors of the failed shoe seller, sued Haines, as well as officers and other directors of Just for Feet, and the company's former auditors, Deloitte & Touche LLP.
In a previous deal, Deloitte & Touche agreed to pay $24 million to settle allegations it failed to audit financial statements properly.
About $56 million in settlements came from Just for Feet's leaders, including directors accused of waiting too long to file for Chapter 11 protection.
Goldstein sued the Birmingham, Ala.-based company's leaders in an Alabama court.

-By Peg Brickley, Dow Jones Newswires; 302-521-2266; peg.brickley@dowjones.com

> Dow Jones Newswires
03-30-07 1554ET
Copyright (c) 2007 Dow Jones & Company, Inc. Recent FTAR Headlines
March 30, 2007
3:55PMBankruptcy Court OKs Last Of $82M Just For Feet Settlements

March 29, 2007
7:26AMPinnacle Digest: Footstar Inc: Fiscal Update

there's an ex-date and a record-date when it comes to divies.
which means you need to be owner on record during that time.

If there are large dumps, the share price naturally adjusts to it and people jump right back in after a few days and adjusts back. Then u are faced with a question of buying when the price is low and missing the divvy or getting the divvy and riding it out.
I personally found it a headache to try and time those just right.

the ex date only matters people dump on record date thinking they will gee the divy but that's not the case, happens all the time. That's why you see the dump next day for the cheapies.

Quiet here huh?

i've never gotten a divy before, but why doesn't everybody buy this on the 13th, qualify for the divy, then dump it.

'The distribution will be paid on April 30, 2007 to shareholders of record at the close of business on April 13, 2007.'

So I could buy at 3:59 on the 13th, sell 1 minute into the next day; on monday (hmm...), and get my $$$ 2 weeks later? Seems a little too easy.

not to be insulting, i've just no experience with divys

March 27, 2007 - 8:42 AM EDT
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FTAR 8.54 0.15
Today 5d 1m 3m 1y 5y 10y

Footstar Declares Special Distribution

Footstar, Inc. today announced that its Board of Directors has declared a special cash distribution to shareholders in the amount of $5.00 per common share. The distribution will be paid on April 30, 2007 to shareholders of record at the close of business on April 13, 2007.

Shareholders will receive further information for tax reporting purposes on Form 1099 after the end of the year. While the Company is reviewing the tax characterization of this distribution, it currently contemplates treating this distribution as a return of capital, but due to the uncertainty of this characterization, subject to withholding. Each shareholder should seek advice from their own tax advisors regarding the tax treatment of this distribution.

About Footstar, Inc.

Footstar, Inc. (Pink Sheets: FTAR) is a discount footwear retailer. The Company operates Meldisco licensed footwear departments nationwide in Kmart and Rite Aid Stores. The Company also distributes its own Thom McAn brand of quality leather footwear.

NOTE: Footstar's certificate of incorporation contains restrictions that prohibit parties from acquiring 4.75% or more of Footstar's common stock without its prior consent and as further provided therein.

Forward-Looking Statements

This release contains forward-looking statements made in reliance upon the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements may be identified by the use of words such as "anticipate," "estimates," "should," "expect," "guidance," "project," "intend," "plan," "believe" and other words and terms of similar meaning, in connection with any discussion of our financial statements, business, results of operations, liquidity and future operating or financial performance.

Because the information in this release is based solely on data currently available, it is subject to change and should not be viewed as providing any assurance regarding our future performance. Actual results and performance may differ from our current projections, estimates and expectations and the differences may be material, individually or in the aggregate, to our business, financial condition, results of operations, liquidity or prospects. Additionally, we do not plan to update any of our forward looking statements based on changes in assumptions, changes in results or other events subsequent to the date of this release, other than as included in our future required SEC filings.

Media:
Kekst and Company
Wendi Kopsick or Kimberly Kriger, 212-521-4800
or
Investors:
Michael Lynch, 201-934-2577
Chief Financial Officer

Source: Business Wire (March 27, 2007 - 8:42 AM EDT)

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