meyer_dfan14a.htm
UNITED
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Material Pursuant to § 240.14a-12
BLOCKBUSTER
INC.
|
(Name
of Registrant as Specified in its Charter) |
GREGORY
S. MEYER, CFA
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(Name
of Person(s) Filing Proxy Statement, if Other Than the
Registrant) |
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An
Ineffective Board Leads to Missed Opportunity at Blockbuster
NEW YORK,
NY, April 12 - An Open Letter to Blockbuster Inc. Stockholders
April 12,
2010
Fellow
Blockbuster Stockholders,
The
purpose of this letter is to provide you with critical information to support my
candidacy for a Blockbuster (NYSE: BBI, BBIB) board seat. On April
8th
2010, Blockbuster issued a press release in response to my preliminary proxy
filing to comment on the current slate of Board Nominees. In the
release, CEO Jim Keyes stated “While we have an appreciation for
Mr. Gregory Meyer’s investment and interest in the company, those are not
sufficient reasons for his candidacy for the board.” I agree with Mr.
Keyes on this point. What is a very important criterion
for a director, however, is the ability to provide insightful strategic guidance
to ensure the company steers clear of pitfalls and seizes attractive market
opportunities that both protect and create shareholder value.
The 2005
Letter
As one
concrete example of my doing just that, I have attached a letter (Exhibit 1)
which I sent to a key member of the Blockbuster Inc. Board of Directors in May
of 2005, when BBI was trading above $9 per share. The identity of the
director has been redacted to protect his privacy. The content of the
letter speaks for itself, as does the failure of the Blockbuster board to act on
its message, to the detriment of all stakeholders. Imagine what Blockbuster’s balance
sheet would look like today if the firm had saved $140 million annually for the
past 5 years. Shareholders should keep in mind that at the
time the letter was sent, the leading kiosk operator had just a few hundred
machines installed nationwide compared to well over 20,000 today, and that firm
would have had severe difficulty raising financing had Blockbuster entered the
kiosk channel in a meaningful way, which it could have done with minimal
capex. This missed opportunity is the reason one of Blockbuster’s
toughest competitors exists today.
The facts
are clear: if Blockbuster had paid attention to my guidance five
years ago, the company would likely be in a much stronger position today and
shareholders would be much better off. And no, this is not just about
the DVD kiosk industry or any one specific alternative distribution channel. This is about promoting
a highly functioning board that has the economic incentive and industry
knowledge required to think strategically at a high level and make decisions
that build value over time. Readers should remember that the missed
opportunity in the kiosk sector came shortly after Blockbuster had been
‘Netflixed’. I feel strongly that there is a lot of intrinsic value
in Blockbuster and enormous potential to return the company to profitability and
growth if the right decisions are made going forward.
Is continuity of mediocrity
desirable?
In
Blockbuster’s April 8th
press release, Keyes states that Mr. Crystal’s “continuity in board service,
along with the others on the company’s slate, will play a key role in our
success at Blockbuster.” It is debatable whether continuity of board
service is desirable when that board has presided over a 95% decrease in
shareholder value over the past three years.
I can
assure shareholders that as a board member, I would not act as a disruptive
force but would instead look to work constructively with the other directors and
management to identify ways to protect and create shareholder
value. I would leverage my experience in the home entertainment
industry and proven track record of providing valuable strategic guidance to
benefit the Company. While adding an entire new slate of directors to
any board would likely be disruptive, it is hard to argue that the addition of
just one individual
qualified director to an existing slate of incumbent directors would be anything
but beneficial to the interests of shareholders.
Keyes can
easily avoid the costs and distraction of a proxy contest
As to the
assertion that I am waging a costly and disruptive proxy contest, shareholders
deserve to know that I formally contacted Mr. Keyes and the board’s Nominating
Committee in February of this year in an effort to pursue my objective of
joining the board in a cooperative manner. Mr. Keyes ultimately
made it clear to me during a telephone call in March that he didn’t want me on
the board and the only choice I had to be elected to the board was to take the
vote to the Company’s shareholders, which is what I am doing.
Jim Keyes
can very easily make the decision to spare Blockbuster shareholders a costly and
disruptive proxy contest. If indeed Keyes feels strongly about
Crystal’s value, he can simply add me to the slate of current director nominees
with Crystal for
election at the upcoming Annual Shareholders Meeting. This would represent a positive,
stockholder friendly step that would bring an additional perspective and
skill set to benefit the Company and would enable the board and management to
focus their full attention on the business of the company and the pursuit of its
strategic plan. Shareholders will find
it unconscionable if Keyes instead chooses voluntarily to waste the Company’s
scarce capital to perpetuate a prolonged proxy contest with the sole objective
of keeping me and my proven track record of strategic thinking off the
board. Let’s hope Mr. Keyes makes the right decision. I
appreciate your support.
Respectfully,
/s/ Gregory S. Meyer
Gregory
S. Meyer, CFA
SECURITY
HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND
OTHER DOCUMENTS RELATED
TO SOLICITATION OF PROXIES BY GREGORY S.
MEYER RELATING TO BLOCKBUSTER INC.’S ANNUAL MEETING SCHEDULED FOR MAY
26, 2010 (A) WHEN AND IF
THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION,
INCLUDING INFORMATION RELATING TO THE PARTICIPANTS
IN ANY SUCH PROXY SOLICITATION, AND
(B) WHEN AND IF COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY
WHICH WILL BE MAILED TO STOCKHOLDERS OF BLOCKBUSTER, INC. AND WILL BE AVAILABLE
AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV.
Contact:
|
Gregory
S. Meyer, CFA
(212) 444-8784
BBIStockholders@gmail.com
|
Exhibit
1
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DVDXpress,
Inc.
515
West 20th
Street, 7th
Floor
New
York, NY 10011
May
25, 2005
|
XXX
ADDRESS
Dear
xxx:
The
purpose of this letter is to describe one way that Blockbuster can achieve
immediate and significant cost savings in a manner that will serve both
shareholders and customers. You should also note that this information was presented to
Blockbuster’s senior management over a year ago and while they
acknowledged that these steps made solid strategic sense, no action was
taken.
Given the
current environment of the video rental industry, it is clear that operational cost savings must
be achieved wherever possible to offset the stagnant to declining topline
revenues. Other than purchasing the media content, the cost structure
of this business boils down to two major components: labor and real
estate.
Labor
costs can be significantly reduced through the use of Automated DVD rental kiosks
which enable customers to rent DVDs 24/7 while at the same time reducing
store hours. If store hours were reduced by just 3 hours per day, we
estimate that Blockbuster’s 6500 stores could achieve over $140 million per year in cost
savings. This could be done without diminishing the value
proposition to customers. In fact, by having a DVD rental kiosk in
its front window, Blockbuster could offer DVD rentals 24/7 and thereby actually
increase its topline revenues with a reduced cost base.
I am the
Managing Director of a company that has pioneered the DVD rental kiosk concept
in the New York Metropolitan area and beyond. We are probably more
conversant with both the technological and the marketing aspects of this
business than anyone in the world. We know what works, where, and
why.
With
major corporations like McDonalds and Safeway Supermarkets now pressing forward
with DVD rental kiosks in their retail locations, Blockbuster can no longer
afford to ignore this new distribution method which has the ability to reduce
its operating costs and provide its customers with an in-demand
convenience.
As a next
step, I suggest that we schedule a meeting during which we can discuss our
Program with you in more detail and answer any questions you may
have. I will follow up with you during the week of May 30th to see if
we can arrange a meeting. Should you need to contact me before then, I can be
reached at (212) xxx-xxxx or via email at gmeyer@dvdxpress.net.
We are
committed to helping Blockbuster achieve significant cost savings and provide a
service that will delight its customers.
Sincerely,
/s/ Greg
Meyer
Greg
Meyer
DVDXpress,
Inc.
Email: gmeyer@dvdxpress.net
T: (212)
xxx-xxxx