WHITNEY
INFORMATION
NETWORK, INC.
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(Name
of Registrant as Specified in Its Charter)
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KINGSTOWN
PARTNERS L.P.
KINGSTOWN
CAPITAL PARTNERS LLC
KINGSTOWN
CAPITAL MANAGEMENT L.P.
KINGSTOWN
MANAGEMENT GP LLC
MICHAEL
BLITZER
GUY
SHANON
JASON
HAMMERMAN
HAMMERMAN
CAPITAL PARTNERS, LP
J.
HUNTER BROWN
JDD
TRUST
SGAP
BROWN
TRUST
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(Name
of Persons(s) Filing Proxy Statement, if Other Than the
Registrant)
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was
determined):
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1.
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To
elect Kingstown’s two (2) nominees to the Board of Directors in opposition
to certain of the Company’s incumbent
directors;
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2.
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To
ratify the appointment of Ehrhardt Keefe Steiner & Hottman PC as
our independent registered public accounting firm for our 2009 fiscal year
ending December 31, 2009;
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3.
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To
approve the Company’s 2009 Incentive Plan;
and
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4.
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To
approve the amendment of the Articles of Incorporation to change the
Company’s name to Tigrent Inc.
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If
you have any questions, require assistance in voting your GOLD proxy
card,
or
need additional copies of Kingstown’s proxy materials, please
call
Okapi
Partners at the phone numbers listed below.
Okapi
Partners
780
Third Avenue, 30th
Floor
New
York, NY 10017
Stockholders
Call Toll-Free at: (877) 259-6290
Banks
and Brokers Call Collect at: (212) 297-0720
info@okapipartners.com
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1.
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To
elect Kingstown’s two (2) nominees, Jason Hammerman and J. Hunter Brown
(the “Kingstown Nominees”), to the Board of Directors in opposition to
certain of the Company’s incumbent
directors;
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2.
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To
ratify the appointment of Ehrhardt Keefe Steiner & Hottman PC as
our independent registered public accounting firm for our 2009 fiscal year
ending December 31, 2009;
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3.
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To
approve the Company’s 2009 Incentive Plan;
and
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4.
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To
approve the amendment of the Articles of Incorporation to change the
Company’s name to Tigrent Inc.
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·
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If
your Shares are registered in your own name, please sign and date the
enclosed GOLD
proxy card and return it to the Kingstown Group, c/o Okapi
Partners, in the enclosed envelope
today.
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·
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If
your Shares are held in a brokerage account or bank, you are considered
the beneficial owner of the Shares, and these proxy materials, together
with a GOLD voting
form, are being forwarded to you by your broker or bank. As a
beneficial owner, you must instruct your broker, trustee or other
representative how to vote. Your broker cannot vote your Shares
on your behalf without your
instructions.
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·
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Depending
upon your broker or custodian, you may be able to vote either by toll-free
telephone or by the Internet. Please refer to the enclosed
voting form for instructions on how to vote electronically. You
may also vote by signing, dating and returning the enclosed voting
form.
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(i)
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Approval
of compensation to key executives “substantially higher” than that
recommended by the Company’s outside compensation consultant Mercer Human
Resources (as disclosed in the Company’s 2007 Preliminary
Proxy). This included total compensation for the CEO of $1.16
million, or nearly 3% of the Company’s market capitalization, despite a
decline in the Company’s stock price of approximately 50% over the
preceding 12 months. Mr. Cardin was a member of the
Compensation Committee at such
time.
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(ii)
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Purchase
of a corporate aircraft for $6.4 million (as disclosed in the Company’s
2006 10-K). The purchase of the aircraft represented
approximately 18% of the Company’s market capitalization at the time that
it was purchased and over 50% of the Company’s 2006 free cash flow as
measured by adjusted EBITDA. The Company announced the
sale of the aircraft on Jan 20, 2009 for $3.8 million for a loss of
approximately $3.0 million after commissions. Mr. Cardin was a
member of the Board at the time of the aircraft
purchase.
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(iii)
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Board
oversight of a number of related party transactions which are detailed in
the announcement of results of the Special Committee Investigation in the
Company’s November 9, 2007 press release and in subsequent 10-Q and 10-K
filings. Mr. Cardin was a member of the Board during the time
that each of these related party transactions
occurred.
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THE
KINGSTOWN GROUP
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August
__, 2009
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Shares
of Common Stock
Purchased / (Sold)
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Date
of
Purchase /
Sale
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200
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08/14/2007
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200
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08/15/2007
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1,000
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08/16/2007
|
2,250
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08/17/2007
|
100
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08/20/2007
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200
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08/21/2007
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100
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08/22/2007
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200
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08/23/2007
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100
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08/24/2007
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100
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08/27/2007
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550
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08/29/2007
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100
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08/30/2007
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4,900
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08/31/2007
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2,600
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09/12/2007
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400
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09/14/2007
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300
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09/17/2007
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2,700
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09/18/2007
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200
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09/20/2007
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2,900
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09/24/2007
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3,600
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09/26/2007
|
2,400
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09/27/2007
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11,900
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09/28/2007
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8,000
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11/30/2007
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6,000
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12/03/2007
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5,000
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12/04/2007
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2,500
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12/10/2007
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500
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12/28/2007
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500
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12/31/2007
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1,000
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01/02/2008
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2,000
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01/04/2008
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500
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01/10/2008
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1,350
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01/14/2008
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275,000
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02/04/2008
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50,000
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02/05/2008
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500
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02/05/2008
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5,150
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02/15/2008
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2,700
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02/20/2008
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1,500
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02/26/2008
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1,000
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02/27/2008
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7,800
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02/28/2008
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3,000
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02/29/2008
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500
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03/11/2008
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500
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03/12/2008
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500
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03/14/2008
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6,000
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03/18/2008
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2,000
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03/20/2008
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1,000
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03/25/2008
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7,000
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03/31/2008
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50,000
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04/18/2008
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4,000
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04/21/2008
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7,000
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04/29/2008
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15,500
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05/14/2008
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3,500
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05/15/2008
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5,200
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05/15/2008
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500
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05/21/2008
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100
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06/05/2008
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500
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06/11/2008
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100
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06/12/2008
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15,100
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06/30/2008
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4,500
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07/02/2008
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6,500
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07/15/2008
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10,000
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07/23/2008
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500
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07/24/2008
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15,000
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07/24/2008
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2,500
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07/25/2008
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5,000
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08/04/2008
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11,000
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08/08/2008
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10,000
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08/13/2008
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15,000
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08/14/2008
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12,000
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08/19/2008
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15,000
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08/22/2008
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11,000
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08/26/2008
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1,500
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09/03/2008
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2,000
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09/08/2008
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17,000
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09/18/2008
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10,000
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09/19/2008
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6,500
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09/22/2008
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600
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09/23/2008
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2,500
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09/25/2008
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1,900
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10/02/2008
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2,000
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10/10/2008
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5,000
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10/20/2008
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2,500
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10/27/2008
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15,000
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10/30/2008
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9,000
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10/31/2008
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1,500
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10/31/2008
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1,500
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11/10/2008
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1,000
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11/12/2008
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40,000
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11/26/2008
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26,000
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11/28/2008
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25,000
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12/05/2008
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25,000
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12/08/2008
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32,500
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12/15/2008
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47,500
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12/17/2008
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100,000
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12/24/2008
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27,500
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12/30/2008
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40,000
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12/31/2008
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20,000
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03/05/2009
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25,000
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12/05/2008
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300
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08/13/2007
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100
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08/14/2007
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100
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09/04/2007
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100
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09/12/2007
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100
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09/13/2007
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2000
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11/14/2007
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450
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12/31/2007
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10,000
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01/12/2009
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10,000
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01/14/2009
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5,000
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09/26/2008
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1,000
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09/29/2008
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6,000
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09/25/2008
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6,991
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03/25/2009
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Name
and Address of Beneficial Owner
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Amount
and Nature
of
Beneficial
Ownership(1)
|
Percent
of class
%
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||||||
Russell
A. Whitney(2)
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2,637,625
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22.47
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||||||
4818
Coronado Parkway, #10
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||||||||
Cape
Coral, Florida
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||||||||
Ingrid
E. Whitney(3)
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2,495,925
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21.26
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||||||
232
Bayshore Drive
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||||||||
Cape
Coral, Florida
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||||||||
Prides
Capital Fund I, LP(4)
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1,741,100
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14.83
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||||||
c/o
Prides Capital LLC
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||||||||
200
High Street, Suite 700
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||||||||
Boston,
MA 02110
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||||||||
Kingstown
Capital Partners LLC(5)
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1,218,250
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10.38
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||||||
1270
Broadway, Suite 1009
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||||||||
New
York, NY 10001
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||||||||
Springhouse
Capital, LP(6)
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867,800
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7.39
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||||||
535
Madison Avenue, 30th Floor
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||||||||
New
York, NY 10022
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Name
of Beneficial Owner
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Amount
and Nature of
Beneficial
Ownership(1)
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Percent
of
class
|
|||
Charles
M. Peck(2)
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3,900
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*
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|||
Anne
M. Donoho(3)
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25,000
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*
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|||
Frederick
A. Cardin(3)
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35,000
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*
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|||
Murray
A. Indick(3)(4)
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10,000
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*
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|||
Steven
C. Barre(3)
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10,000
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*
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|||
Allan
D. Weingarten(5)
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—
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*
|
|||
Executive
officers and directors as a group (six persons)
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83,900
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*
|
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●
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SIGNING
the enclosed GOLD
proxy card,
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|
●
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DATING
the enclosed GOLD
proxy card, and
|
|
●
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MAILING
the enclosed GOLD
proxy card TODAY in the envelope provided (no postage is required
if mailed in the United States).
|
Okapi
Partners
780
Third Avenue, 30th
Floor
New
York, NY 10017
Stockholders
Call Toll-Free at: (877) 259-6290
Banks
and Brokers Call Collect at: (212) 297-0720
info@okapipartners.com
|
FOR
ALL
NOMINEES
|
WITHHOLD
AUTHORITY TO VOTE FOR ALL NOMINEES |
FOR
ALL
EXCEPT
NOMINEE(S)
WRITTEN
BELOW
|
||
Nominees: |
Jason
Hammerman
J.
Hunter Brown
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[ ]
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[ ]
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[ ]
________________
________________
________________
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o FOR
|
o AGAINST
|
o ABSTAIN
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o FOR
|
o AGAINST
|
o ABSTAIN
|
o FOR
|
o AGAINST
|
o ABSTAIN
|