The group noted that Denny’s has lost the #1 market position to International House of Pancakes, has failed to grow system-wide restaurants, has seen unacceptable declines in key operating trends such as guest traffic, has very high general and administrative expenses, has made poor capital allocation decisions, has a lack of accountability for management at the board level, and has seen very poor share performance.

The proxy proposals are as follows:

1. To elect DASH’s three proposed director nominees in opposition to three of the Denny’s incumbent directors whose terms expire at the Annual Meeting,
2. To consider and vote on a proposal to ratify the selection of KPMG LLP as the independent registered public accounting firm of the Company and its subsidiaries for the year ending December 29, 2010, and
3. To transact such other business as may properly come before the Annual Meeting.

The group noted on the share performance that January 8, 1998 was the day after Denny’s emerged from bankruptcy.  At the time its new shares closed at $9.50 per Share, yet on December 31, 2009 the stock was only at $2.19 for a drop of -76.9% in cumulative total stockholder return during this period.  Shares closed at $3.89 on Friday and the stock is up 1.3% at $3.94 this morning.

That full filing with more detail is here.

JON C. OGG

We have compiled details on each stock with certain expectations and relevant data on each.

AMAG Pharmaceuticals, Inc. (NASDAQ: AMAG) was hit very hard with shares going from $45 to $35 before a late Friday recovery.  The drop was due to a boutique analyst cutting the stock over concerns that Feraheme patients are being hospitalized with severe allergic reaction events.  After the close on Friday the company defended itself showing that the risks here are very low and may not be any different than previously thought.   Shares closed at $37.77 but were up at $39 on almost 100,000 shares in the after-hours session.

Apple Inc. (NASDAQ: AAPL) is going to be one to watch this week, if for no other reason than its stock chart.  Late in January, just as in December, Google fell under the 50-day moving average.  We are looking for some resolution here because it is at a classic right side of a head and shoulders pattern yet again.  By Wednesday the stock will have spent close to the same number of days as in the past before challenging that 50-Day moving average.  In short, Apple will need to rise or more technicians are going to join in the call from our affiliate Adam Hewison looking for $182 or much lower.  On the valuation front, Apple is still #5 on our own Real-Time 500 measuring companies by free market capitalization at $177+ billion.

Baidu, Inc. (NASDAQ: BIDU) is on deck with earnings this week, and we are going to get to hear  from the Chinese search giant about just how much Google’s China-War is helping the company.  This stock closed up 1.8% on Friday at $448.80 and that was almost $10 off its lows of the day.  was up ahead of next week’s earnings, so maybe China’s loan halts are not affecting quite everyone.  Shares were up 1.85% at $449.00 right before the close.  For such a bad week in the market, Baidu closed up 9% this week.  This is the one to watch for earnings movers this week, and we’d expect those light volume days of stock options to get more active.  The estimates today are $1.68 EPS and $180 million in revenues, although this also marks its fiscal-2009 report.

Denny’s Corp. (NASDAQ: DENN) was a mystery move on Friday with a 5.8% gain to $2.54.  Some are betting that the casual dining chain will be a winner from its Super Bowl advertisement this year.  It is just as easy to show that it is a waste of money considering its low cash and declining sales.  There is one other issue, and that is that in late-January Oak Street Capital Management, Soundpost Advisors, and Lyrical Partners formed a joint filing group collectively owning 4,850,943 shares, about 5.02%.  At the time, they did not have any plans or proposals for ‘Lenny’s.’

In the Land of M&A, we have to watch this Air Products & Chemicals Inc. (NYSE: APD) $60 cash buyout of Airgas Inc. (NYSE: ARG).  ARG closed at $60.96 and traded as high as $62.82 because the company had already turned down higher offers from the company.  Jefferies believes a higher deal price is very likely, and $68 was not ruled out in that analysis.  Our own math looks more like a $65 buyout price, market conditions permitting.

There is another deal to ‘potentially watch for’ from Micron Technology Inc. (NASDAQ: MU).  Last week’s rumor mill has the DRAM giant considering making a play for Numonyx, which is the flash memory spin-off of Intel Corp. (NASDAQ: INTC) and STMicroelectronics (NYSE: STM) formed in 2008.  Micron has been in a state of change for some time, and it might make sense to double its efforts away from mostly DRAM.

Gilead Sciences Inc. (NASDAQ: GILD) has two issues on deck this coming week.   The company has a presentation at BIO CEO on February 9 and there is a pending February 13 date for a FDA decision on its Cayston antibiotic for cystic fibrosis.  This stock has been very quiet over the last two years and at $46.38 it is in the middle of its $40.62 to $53.03 trading range over the last 52-weeks. With many products on the market and a $41 billion market cap, it takes a lot to move the needle here… just do not bother telling that to those who made big options bets on Friday in the Feb-2010 CALLS: $47 saw 15,464 contracts trade versus an open interest of 8,084 contracts; the $49 strike saw 16,371 contracts trade versus an open interest of 9,238 contracts.

XenoPort, Inc. (Nasdaq: XNPT) has a February 9 FDA decision date for its GSK1838262/XP13512 a.k.a. Horizant treatment for moderate-to-severe primary restless legs syndrome with partner GlaxoSmithKline (NYSE: GSK).  This is a big deal, although it is far from a final resolution.  Options have traded based on this event.  Keep in mind that GSK is a risk now because it has told the company that it is proposing to cease discovery research in certain neuroscience areas, including depression and pain and will disclose this development plan at a future date.  Full details and background at at BioHealthInvestor.com.

You are invited to join our free daily email distribution list to hear about top analyst upgrades and downgrades, IPOs and secondary offerings, ongoing day trader and options trader alerts, stock and market rumors, Buffett and guru investor news, M&A and more.

JON C. OGG

Diamond Foods, Inc. (NASDAQ: DMND) is now worth $623 million in market cap.   Not bad for nuts and snacks.  But the stock has been an incredible growth story and is effectively close to multi-year highs.  Diamond Foods will launch www.letsgetaquatic.com just after the National Anthem of the Super Bowl.  For a company with low cash, it is a toss-up over how well this will bump the company.

Electronic Arts Inc. (NASDAQ: ERTS) will be offering a sneak peek at Dante… One game cannot make a company like EA bump, but it may prove to be very cheap advertising for a company down on its luck.  EA is sitting on a mountain of cash, but it has treated its shareholders poorly if you look at its stock price.  This is probably a draw, unless it makes many more buy the Dante game who were not interested.

E*TRADE FINANCIAL Corp. (NASDAQ: ETFC) is back with the talking toddler or infant making adults who do not use E*TRADE feeling dumb.  E*TRADE has been embroiled in loan losses and the recent price cut at rivals Schwab and Fidelity make each new customer add potentially and less and less valuable for future earnings.

Monster Worldwide, Inc. (NYSE: MWW) just had an awful week.  The company’s earnings report failed to show any excitement nor a rapid return of job growth (even with a 9.7% unemployment reading) and on its HotJobs acquisition.  Rival Career Builder is advertising as well.  Monster has had great ads in the past, but the question comes  down to whether it can get more companies to advertise their jobs.  With 16.5% of the population under-employed, they should have their readership tied up.

Motorola Inc. (NYSE: MOT) has been in trouble for some time. It is doing teases of its ad for MOTOBLUR on its site.  If we asked you which cell phone maker in the U.S. had the most trouble, you’d say “Hello… Moto… .”  Still, it has billions of cash.  It is almost inconceivable that Motorola can win back the world of smartphones even with the Droid….

Qualcomm Inc. (NASDAQ: QCOM) is advertising its FLO TV company-backed product, which is a very new approach for a company that has been light on retail products of its own.  It looks like it has three advertising slots, so this is a big bet.  Some said they were spending close to $10 million in this promotion.  This will be a push for the mobile TV, and it seems that if this doesn’t sell a bunch of those units to a bunch of sports fanatics then nothing will.  At $249.00 plus a subscription, this could have a large payoff if it works.  And we know how bad Qualcomm did after it brought down its per-unit forecast for 2010.

And the best use of your tax dollars in the world of fiscal deficits???? The Census Bureau is dropping $2.5 million to get faster returns.  Smart… Not.

Enjoy the big game… or the commercials!

JON C. OGG

• Acergy (ACGY) Cut to Sell at Citigroup.
• BioMarin Pharmaceutical (BMRN) downgraded at Citigroup, Collins Stewart, and Wachovia.
• CTC Media (CTCM) Cut To Market Weight from Overweight at Thomas Weisel.
• Denny’s (DENN) Cut to Neutral at Merriman Curhan Ford.
• Exxon Mobil (XOM) Cut to Market Perform at Bernstein; Cut to Equal Weight at Barclays.
• LeapFrog (LF) Cut to Neutral at Piper Jaffray.
• Occidental Petroleum (OXY) Cut to Underperform at Bernstein.

Jon C. Ogg
February 19, 2009

• Constellation Energy (CEG) Raised to Buy at Jefferies.
• Denny’s (DENN) Raised to Buy at Merriman Curhan Ford.
• Odyssey Healthcare (ODSY) Raised to Neutral at JPMorgan.
• Aeropostale (ARO) Cut to Market Perform at FBR.
• Dominion Resources (D) Cut to Underperform at Jefferies.
• Exelixis (EXEL) Cut to Neutral at Piper Jaffray.
• Johnson & Johnson (JNJ) Cut to Neutral at JPMorgan.
• Vocus (VOCS) Cut to Neutral at Piper Jaffray.
• Zymogenetics (ZGEN) Cut to Neutral at Piper Jaffray.

Here are the technology upgrades and downgrades.

Jon C. Ogg
October 29, 2008

• Advance America (NYSE: AEA).. down over 10%, no real news released; financial exposure, although they are probably getting more and more pay day loans now. $6.08 at 3:30, old low $6.08.
• Alcatel-Lucent (NYSE: ALU)… down almost 5% at $5.29, although late day got back above that $5.27 year low.
• Borders Group (NYSE: BGP)… down another 6% ahead of earnings next week. The people that still buy books may be headed to the used book stores in tough times.  Maybe even the library.
• Brightpoint (NASDSAQ: CELL)… day in and day out this one has been getting hit.
• Build-a-Bear Workshop (NYSE: BBW)… now it can be even more opportunistic after ending strategic review and adding a larger buyback plan.
• Cenveo (NYSE: CVO)… down 14% after earnings.
• Denny’s (NASDAQ: DENN)… under $3.00 now… stock cheaper than the Grand Slam breakfast?  Maybe people can’t afford $3.00 breakfasts.
• Gannett Co. Inc. (NYSE: GCI)… after earnings people still wary of newspaper operations.
• General Motors (NYSE: GM)… flirting with 5-year lows.
• Infosys Tech (NASDAQ: INFY)… This didn’t close under the old $33.80 low of the year, but was there intraday.  Maybe outsourcing is peaking.
• Intuit (NYSE: INTU)… had no news, that pre-tax season trade getting cheaper and cheaper.
• KLA-Tencor (NASDAQ: KLAC) hit hard again after downgrade already shaved off almost 10% earlier in wee.  Down 4.4% at $36.40 with 15 minutes to close.
• Nortel Networks (NYSE: NT) at $6.34 at 3:45… High is $27.71.  What more can you say? It’s always on the list.
• Northwest Airlines (NYSE: NWA) down over 3.5% at $9.50 with 15 minutes to close. What ever happened to that merger they were supposed to be in?
• Nxstage Medical (NASDAQ: NXTM)… are kidney dialysis treatments economically sensitive?
• PDL Biopharma (NASDAQ: PDLI).. so much for that buyout hope, that’s already been called off.  Almost under a $1 Billion market cap.
• Pfizer (NYSE: PFE)… a true surprise to see this one here again.  Will it bust $20? Shares down 3% at $20.55 with 10 minutes to close.
• Qwest Communications (NYSE: Q)…. now under $5.00.
• Savvis Inc. (NASDAQ: SVVS)… down more than 5% to under the old $15.14 low. Doing IT, bandwidth, storage, network infrastructure, not as great when you have huge exposure to financial institutions.
• Sony Corp. (NYSE: SNE)… just when it was getting its act back together… $41.81 right before close; old 52-week low was $42.10.
• Sothebys (NYSE: BID)… down more than half from highs.  Wall Street’s "Even the rich are bitching!" must apply to high-end auctioneers too.
• Time Warner (NYSE: TWX)….. now under $14.00.

Jon C. Ogg
March 14, 2008