Page 3 of 5 Pages
296328.01 2334-0002
September 2, 2004
________________________________________________________________
1. Name of Reporting Person and I.R.S. Identification Number
Richard J. Shaker, DBA Shaker Financial Services
IRS TIN 51-0434319
________________________________________________________________
2. Check the Appropriate Row if a member of a Group (See
Instructions)
(a) []
(b) []
N/A
________________________________________________________________
3. SEC Use Only
________________________________________________________________
4. Source of Funds WC (of accounts managed by Shaker
Financial Services)
________________________________________________________________
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
[]
N/A
________________________________________________________________
6. Citizenship or Place of Organization Richard J.
Shaker is a U. S. citizen.
________________________________________________________________7
.. Sole Voting Power 405,800
________________________________________________________________
8. Shared Voting Power 0
________________________________________________________________
Sole Dispositive Power 405,800
________________________________________________________________
10. Shared Dispositive Power 0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
Accounts managed by Richard J. Shaker, doing business as
Shaker Financial Services, own 405,800 shares. No additional
shares are beneficially owned by Mr. Shaker, his relatives, or,
to his knowledge, by any of his clients.
________________________________________________________________
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
[]
N/A
________________________________________________________________
13. Percent of Class Represented by Amount in Row (11)
15.59%
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14. Type of Reporting Person IA
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This statement constitutes Amendment No.1 to the Schedule 13D
filed on August 5, 2004. Except as specifically set forth herein,
the Schedule 13D remains unmodified.
Item 3 is amended as follows:
Item 3. Source and Amount of Funds or other Consideration.
The purchase cost of the 405,800 shares of FOXBY Corp. in
accounts managed by Shaker Financial Services was $945,529.
These funds were available in the accounts from direct
contributions or sale of previously held investments. No
borrowing from a third party was necessary to obtain funds for
the purchases.
Item 5 is amended as follows:
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number of shares of the common stock of
FOXBY Corp. owned by accounts managed by Shaker Financial
Services for the purposes of this Statement is 405,800 shares
representing approximately 15.59% of the outstanding shares of
common stock of FOXBY Corp.
(b) The number of shares of the common stock of FOXBY Corp.
as to which Shaker Financial Services has sole power to vote or
to direct the vote or sole power to dispose or to direct the
disposition of is 405,800 shares of the common stock. The number
of shares of the common stock of FOXBY Corp. as to which Shaker
Financial Services has shared power to vote or to direct the vote
or shared power to dispose or to direct the disposition is 0
shares of the common stock of FOXBY Corp..
(c) During the period August 3, 2004 through September 1,
2004, Shaker Financial Services purchased 3,100 shares of FOXBY
Corp. for accounts that it manages. The transactions are
itemized below.
Date P/S Number of Shares Price Per Share ($)
Total Cost
Aug 25 P 1,500 2.16 3,250
Aug 30 P 100 2.16
231
Aug 31 P 1,500 2.16 3,255
TOTAL P 3,100 2.16
6,736
(d) N/A
(e) N/A
Item 7 is amended as follows:
Item 7. Material to be Filed as Exhibits.
On September 2, I sent the following letter to the Board of
Directors of Foxby Corp.
SFS SFS SFS SFS SFS SFS SFS SFS SFS SFS SFS SFS
1094 Magothy Circle
Annapolis, MD 21401-5025
sfs@ix.netcom.com; 410-626-7914
September 2, 2004
The Board of Directors
Foxby Corp.
11 Hanover Square
New York, NY 10005
Gentlemen:
I believe that at the annual meeting I will have proxies
representing significantly more shares than those pledged to you.
Unless the proxy count radically changes in your favor before the
meeting, it is clear that my nominees will be elected as
directors. The only way they will not be elected is if my
nominations are ruled out of order at the meeting. In that case,
we would have to file a lawsuit to declare my nominees elected.
The basis of our lawsuit would be that any action taken by the
board for the primary purpose of interfering with or impeding a
shareholder vote without a compelling justification or
shareholder approval - even if taken in good faith -- is invalid.
There are ample legal precedents for this principle, which was
first established in Blasius Industries, Inc. v. Atlas Corp.
Please ask your counsel to explain this case and whether he
believes it is applicable.
A provision in the bylaws purports to require board approval
prior to seeking judicial review. We don't think that provision
is valid either, and we reserve our right to challenge it in
court. However, since it is there, I hereby request that the
board approve my seeking judicial review of the outcome of the
vote if I am not permitted to nominate candidates at the meeting.
In conclusion, please remember that you have a fiduciary duty to
act in the best interest of the shareholders. Also, litigation
can be very costly, and Foxby can ill afford to waste money on a
lawsuit in which I am confident we would prevail. (Do you really
believe a judge would rule to prevent the will of the
shareholders from being effected?) Therefore, I ask you to
consider allowing the will of the shareholders to prevail at the
meeting even if you do not agree with it.
Thank you for giving this matter your serious consideration.
Very truly yours,
Richard J. Shaker
SHAKER FINANCIAL SERVICES
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: September 2, 2004 SHAKER FINANCIAL SERVICES
By:
Richard J. Shaker, Shaker Financial
Services