NEW YORK (Dow Jones)--3Com Corp. (COMS) expects to take charges in the
range of $325 million to $375 million in the quarter when its merger with
U.S. Robotics Corp. (USRX) is completed, according to a filing with the
Securities and Exchange Commission.
The two companies have scheduled shareholder votes on June 11 for the
stock deal announced in late February. U.S. Robotics shareholders will
receive 1.75 3Com shares for each of their shares for a total of about
$6.6 billion. The deal is expected to close in June.
3Com shareholders will also vote on a proposal to increase the number
of authorized shares to 1 billion from 403 million and to change the state
of incorporation to Delaware from California.
U.S. Robotics Chairman and Chief Executive Casey Cowell first called
Eric Benhamou, the chairman and chief executive of 3Com, on Jan. 16 to
gauge interest in a possible merger. Management from the two companies
met in person on Jan. 22.
Under the merger agreement, if Cowell's employment is terminated, he
would be entitled to receive $8.9 million in a severance package. Other
severance packages noted in the filing include U.S. Robotics President
and Chief Operating Officer John McCartney, who would receive $6 million
if his employment were ended, and Jonathan Zakin, executive vice president
of U.S. Robotics, who would get $5.3 million.
(END) DOW JONES NEWS 04-28-97
1:15 PM
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