sc13d08667002_07172012.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No.  )1

Calamos Asset Management, Inc.
(Name of Issuer)

Class A Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)

12811R104
(CUSIP Number)
 
STEVEN WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

July 17, 2012
(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 ¨.

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.


_______________
1              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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
CUSIP NO. 12811R104
 
1
NAME OF REPORTING PERSON
 
Alpine Investment Management, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Missouri
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
1,035,603
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,035,603
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,035,603
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.1%
14
TYPE OF REPORTING PERSON
 
IA

 
2
 
CUSIP NO. 12811R104
 
1
NAME OF REPORTING PERSON
 
Alpine Partners Management, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Missouri
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
41,000
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
41,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
41,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.2%
14
TYPE OF REPORTING PERSON
 
IA, OO

 
3
 
CUSIP NO. 12811R104
 
1
NAME OF REPORTING PERSON
 
Nicholas V. Tompras
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
1,035,603
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,035,603
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,035,603
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.1%
14
TYPE OF REPORTING PERSON
 
IN

 
4
 
CUSIP NO. 12811R104
 
The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).
 
Item 1.
Security and Issuer.
 
This statement relates to the Class A common stock, par value $0.01 per share (the “Shares”) of Calamos Asset Management, Inc. (the “Issuer”).
 
The address of the principal executive offices of the Issuer is 2020 Calamos Court, Naperville, IL 60563.
 
Item 2.
Identity and Background.
 
(a)       This statement is filed by:
 
(i) Alpine Investment Management, LLC, a Missouri limited liability company (“Alpine”);
 
(ii) Alpine Partners Management, LLC, a Missouri limited liability company (“APM”); and
 
(iii) Nicholas V. Tompras, as the Chief Executive Officer of Alpine and Managing Member of APM.
 
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”  Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6.  Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
 
 (b)           The address of the principal business of each of the Reporting Persons is 8000 Maryland Ave., Suite 700, Clayton, MO 63105.
 
(c)           The principal business of Alpine is serving as a registered investment adviser under Section 203 of the Investment Advisers Act of 1940, to invest funds on a discretionary basis on behalf of individually managed separate accounts and partnerships.
 
APM’s principal business is serving as the sole general partner of VO Partners, L.P., a Delaware limited partnership (“VO Partners”). APM has contracted with Alpine for advisory services for VO Partners.
 
The principal occupation of Nicholas V. Tompras is serving as the Chief Executive Officer of Alpine and Managing Member of APM.
 
(d)           No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e)           No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
(f)           Alpine and APM are organized under the laws of the State of Missouri. Mr. Tompras is a citizen of the United States of America.
 
 
5
 
CUSIP NO. 12811R104
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Alpine is a registered investment adviser that acts as direct adviser to certain separately managed accounts and VO Partners. The Shares purchased by Alpine were purchased with working capital of the managed accounts (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein.  The aggregate purchase price of the 1,035,603 Shares beneficially owned by Alpine is approximately $11,532,857, including brokerage commissions.  The aggregate purchase price of the 41,000 Shares beneficially owned by APM is approximately $477,494, including brokerage commissions.
 
Item 4.
Purpose of Transaction.
 
The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity.  Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
 
On July 27, 2012, the Reporting Persons delivered a letter (the “July Letter”) to the Board of Directors (the “Board”) of the Issuer, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.  In the July Letter, the Reporting Persons stated their belief that the Shares remain undervalued by the stock market and, based on their analysis, substantial and actionable opportunities exist to significantly enhance shareholder value.  The Reporting Persons further expressed their belief that the current valuation is a reflection of the Board’s ineffective management and articulated their deep concerns with respect to the management of public shareholders value in relation to public shareholders interests in the Issuer’s operating company, management of these separate assets, and wasted shareholder value.  The Reporting Persons urged the Board to take immediate action to address the significant concerns highlighted in the July Letter.
 
No Reporting Person has any 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 or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein.  The Reporting Persons intend to review their investment in the Issuer on a continuing basis.  Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, continuing to engage in communications with management and the Board of the Issuer concerning the business, management, assets, capitalization, financial condition, governance, strategy and future plans of the Issuer and the issues set forth in the July Letter, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capitalization or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.
 
 
6
 
CUSIP NO. 12811R104
 
Item 5.
Interest in Securities of the Issuer.
 
(a)           The aggregate percentage of Shares reported owned by each person named herein is based upon 20,336,112 Shares outstanding, as of April 30, 2012, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 9, 2012.
 
As of the close of business on July 26, 2012, Alpine may be deemed to beneficially own 1,035,603 Shares, constituting approximately 5.1% of the Shares outstanding.  APM may be deemed to beneficially own 41,000 Shares, constituting approximately 0.2% of the Shares outstanding.  By virtue of his relationships with Alpine and APM discussed in further detail in Item 2, Mr. Tompras may be deemed to beneficially own the Shares owned by Alpine and APM.
 
(b)           Alpine, as the investment adviser to certain separately managed accounts and VO Partners, may be deemed to have the shared power to vote, direct the vote of, dispose, or direct the disposition of the Shares.  As the general partner of VO Partners, APM may be deemed to have the shared power to vote, direct the vote of, dispose, or direct the disposition of the 41,000 Shares held for the account of VO Partners. By virtue of his position as the Chief Executive Officer of Alpine and Managing Member of APM, Mr. Tompras may be deemed to be the beneficial owner of the Shares with the shared power to vote, direct the vote of, dispose, or direct the disposition of the Shares.
 
(c)           Schedule A annexed hereto lists all transactions in securities of the Issuer during the past sixty days by the Reporting Persons.  All of such transactions were effected in the open market.
 
(d)           No other person is known to the Reporting Persons 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, except that dividends from, and proceeds from the sale of the Shares held for the accounts managed by the Reporting Persons may be delivered to such accounts.
 
(e)           Not applicable.
 
Item 6.
Contracts, Arrangements Understandings or Relationships with Respect to Securities of the Issuer.
 
On July 27, 2012, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
 
 
7
 
CUSIP NO. 12811R104
 
Item 7.
Material to be Filed as Exhibits
 
 
99.1
Letter to the Board of Directors of the Issuer Dated July 27, 2012
 
 
99.2
Joint Filing Agreement, dated as of July 27, 2012 among Alpine Investment Management, LLC, Alpine Partners Management, LLC and Nicholas V. Tompras
 
 
8
 
CUSIP NO. 12811R104
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated: July 27, 2012.
Alpine Investment Management, LLC
   
 
By:
/s/ Nicholas V. Tompras
   
Nicholas V. Tompras
   
Chief Executive Officer


 
Alpine Partners Management, LLC
   
 
By:
/s/ Nicholas V. Tompras
   
Nicholas V. Tompras
   
Managing Member

 
 
/s/ Nicholas V. Tompras
 
Nicholas V. Tompras
 
 
9
 
CUSIP NO. 12811R104
 
SCHEDULE A

Transactions in the Shares During the Past 60 Days

Shares of Common
Stock Purchased/(Sold)
Price Per
Share($)
Date of
Purchase
 
Alpine Investment Management, LLC
 
355
11.2085
05/25/2012
210
11.1899
05/25/2012
360
11.0909
05/29/2012
415
11.0909
05/29/2012
385
11.0099
05/30/2012
360
10.9240
05/30/2012
100
10.8895
05/31/2012
920
10.6489
06/01/2012
100
10.8224
06/01/2012
10
10.8220
06/01/2012
290
10.8224
06/01/2012
36,765
10.9450
06/01/2012
3,705
10.6666
06/04/2012
405
10.7772
06/04/2012
555
10.7772
06/04/2012
370
10.7400
06/04/2012
370
10.6092
06/04/2012
265
10.5051
06/05/2012
375
10.5051
06/05/2012
335
10.5051
06/05/2012
375
10.5051
06/05/2012
575
10.4846
06/05/2012
375
11.0194
06/06/2012
375
11.0194
06/06/2012
120
10.9600
06/06/2012
55
11.1600
06/07/2012
60
11.1600
06/07/2012
450
11.1244
06/08/2012
455
11.4538
06/11/2012
365
11.0103
06/12/2012
375
11.0103
06/12/2012
365
11.2199
06/13/2012
1,070
11.2900
06/15/2012
520
11.4632
06/18/2012
350
11.4632
06/18/2012
 
 
10
 
CUSIP NO. 12811R104
 
870
11.4632
06/18/2012
325
11.4632
06/18/2012
350
11.6743
06/19/2012
515
11.6400
06/20/2012
545
11.1899
06/22/2012
365
11.2300
06/22/2012
1,915
11.0257
06/25/2012
2,225
11.0078
06/25/2012
290
10.7000
06/26/2012
420
10.7000
06/26/2012
745
10.8985
06/27/2012
560
10.8985
06/27/2012
2,000
10.9137
06/27/2012
700
11.5785
07/02/2012
375
11.5480
07/02/2012
350
11.5800
07/02/2012
1,730
11.4065
07/02/2012
15,020
11.6406
07/02/2012
1,745
11.5288
07/02/2012
11,180
11.5287
07/02/2012
340
11.8796
07/05/2012
1,180
11.6913
07/06/2012
615
11.4529
07/09/2012
2,425
11.4529
07/09/2012
1,140
11.4529
07/09/2012
560
11.4226
07/09/2012
670
11.4245
07/09/2012
695
11.5671
07/10/2012
1,490
11.5807
07/10/2012
540
11.6012
07/11/2012
695
11.5500
07/11/2012
450
11.1478
07/12/2012
1,035
11.1765
07/12/2012
345
11.1470
07/12/2012
660
11.3154
07/13/2012
2,445
11.3173
07/16/2012
1,600
11.3054
07/16/2012
2,245
11.2867
07/16/2012
850
11.1399
07/17/2012
4,555
11.3426
07/18/2012
680
11.3132
07/18/2012
360
11.2900
07/18/2012
310
10.9199
07/19/2012
 
 
11
 
CUSIP NO. 12811R104
 
415
11.1984
07/19/2012
350
11.1984
07/19/2012
350
11.1984
07/19/2012
410
11.1984
07/19/2012
375
11.1984
07/19/2012
400
10.9300
07/20/2012
1,335
10.6260
07/23/2012
370
10.6260
07/23/2012
570
10.6569
07/23/2012
295
10.6569
07/23/2012
1,075
10.5033
07/24/2012
965
10.4588
07/25/2012
885
10.4588
07/25/2012
1,145
10.3553
07/25/2012
450
10.4801
07/25/2012
1,005
10.4801
07/25/2012
(100)
10.8998
06/01/2012
(365)
10.8999
06/01/2012
(1,959)
11.3974
06/08/2012
(615)
11.0513
06/21/2012
(360)
11.0513
06/21/2012
(465)
11.1098
06/21/2012
(495)
11.0998
06/21/2012
(225)
11.0999
06/21/2012
(300)
10.9168
06/25/2012
(90)
10.9168
06/25/2012
(300)
10.9149
06/25/2012
(60)
10.9148
06/25/2012
(245)
10.7791
06/26/2012
(100)
10.7791
06/26/2012
(2,395)
11.4337
06/29/2012
(1,300)
11.4337
06/29/2012
(350)
11.1477
07/16/2012
1,780
10.4601
07/26/2012
550
10.4966
07/26/2012
155
10.4735
07/26/2012

Alpine Partners Management, LLC
 
None.
 
Nicholas V. Tompras
 
None.
 
 
12