sc13da108667002_08212012.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)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)
 
NICHOLAS V. TOMPRAS
ALPINE INVESTMENT MANAGEMENT LLC
8000 Maryland Ave.
Suite 700
Clayton, MO 63105
(314) 932-7600
 
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)

August 21, 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
 
1,244,993
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
1,244,993
11
AGGREGATE AMOUNT BENFICIALLY OWNED BY EACH REPROTING PERSON
 
1,244,993
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.1%
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
 
56,600
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
56,600
11
AGGREGATE AMOUNT BENFICIALLY OWNED BY EACH REPROTING PERSON
 
56,600
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
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
 
1,244,993
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
1,244,993
11
AGGREGATE AMOUNT BENFICIALLY OWNED BY EACH REPROTING PERSON
 
1,244,993
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.1%
14
TYPE OF REPORTING PERSON
 
IN

 
4
 
CUSIP NO. 12811R104
 
The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”).  This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated to read as follows:
 
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 1,244,993 Shares beneficially owned by Alpine is approximately $13,810,020, including brokerage commissions.  The aggregate purchase price of the 56,600 Shares beneficially owned by APM is approximately $646,010, including brokerage commissions.
 
Item 4.
Purpose of Transaction.
 
Item 4 is hereby amended to add the following:
 
On August 23, 2012, the Reporting Persons delivered a letter (the “August Letter”) to the Lead Independent Director of the Board of Directors of the Issuer, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.  In the August Letter, the Reporting Persons articulated to the Lead Independent Director that retaining the approximately $5 per share in public shareholder only cash and Deferred Tax Assets confiscates value from public shareholders and presents a conflict of interest between public shareholders and Calamos Family Partners, Inc. (“CFP”).  The Reporting Persons, as long term investors, expressed their interest in the financial health and success of the Issuer and reiterated that retaining the $5 per share of public shareholder only value does not further these goals.  The Reporting Persons presented a simple solution to the Lead Independent Director to prevent negative brand implications, to align the interests of public shareholders and CFP and to finally unlock significant shareholder value that has been hidden for years.
 
Item 5.
Interest in Securities of the Issuer.
 
Item 5(a) is hereby amended and restated as follows:
 
(a)           The aggregate percentage of Shares reported owned by each person named herein is based upon 20,358,983 Shares outstanding, as of July 31, 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 August 3, 2012.
 
As of the close of business on August 22, 2012, Alpine may be deemed to beneficially own 1,244,993 Shares, constituting approximately 6.1% of the Shares outstanding.  APM may be deemed to beneficially own 56,600 Shares, constituting less than 1% 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.
 
 
5
 
CUSIP NO. 12811R104
 
Item 5(c) is hereby amended and restated to read as follows:
 
(c)           Schedule A annexed hereto lists all transactions in securities of the Issuer since the filing of the Schedule 13D by the Reporting Persons.  All of such transactions were effected in the open market.
 
Item 7.
Material to be Filed as Exhibits.
 
 
99.1
Letter to the Lead Independent Director of Board of Directors of the Issuer Dated August 23, 2012
 
 
6
 
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: August 23, 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
 
 
7
 
CUSIP NO. 12811R104
 
SCHEDULE A

Transactions in the Shares Since the Filing of Schedule 13D

Shares of Common
Stock Purchased/(Sold)
Price Per
Share($)
Date of
Purchase/Sale

Alpine Investment Management, LLC
 
1,375
  
10.7173
07/27/2012
115
  
10.5420
07/27/2012
135
  
10.5420
07/27/2012
695
  
10.5089
07/30/2012
400
  
10.5800
07/30/2012
(200)
  
10.5700
07/30/2012
(300)
  
10.5700
07/30/2012
520
  
10.7408
07/31/2012
630
  
10.5702
07/31/2012
190
  
10.7281
07/31/2012
1,305
  
10.7408
07/31/2012
2,470
  
10.6846
07/31/2012
8,765
  
10.7373
08/01/2012
(225)
  
10.7441
08/01/2012
47,779
  
10.7175
08/02/2012
31,985
  
11.0116
08/03/2012
10,135
  
11.0022
08/06/2012
1,610
  
10.9860
08/07/2012
1,085
  
10.8577
08/08/2012
4,940
  
10.7343
08/10/2012
27,955
  
10.7448
08/13/2012
19,680
  
10.9725
08/14/2012
755
  
10.9089
08/16/2012
4,485
  
10.9873
08/17/2012
3,075
  
10.9522
08/20/2012
22,940
  
11.2492
08/21/2012
1,145
  
10.8729
08/22/2012
 
Alpine Partners Management, LLC
 
15,600
  
10.8023
08/01/2012
 
Nicholas V. Tompras
 
None.
 
 
8