Ken,
Even though he was an x-broker (ergo a failed law student -g-) I
would support Frank on the Board.
I am not familiar with the procedure.
When the proxies are sent out you can write in Frank's name
and scratch any of current members up for re-election. At this
year's Annual Meeting all members have been elected for the term
of one year.
That approach will give some visibility, but probably not the
desired result.
If filing for representation on the Board the company would
have to release a list of all shareholders so that each and
everyone can be approached in regard to this issue, but you
may need to represent a certain percentage of shares. Again,
this needs to be researched.
The make up of the Board is not inducive to significant
change soon. Perhaps Banatao, who owns some 800,000 shares that
are worth a lot less may feel the need to see his fortunes
turned around.
To get one seat is not enough. To achieve a meaningful change
the company has to either add two outside directors, so that
inside vs outside is 4 - 5, or replace and inside with an
outside director (3 - 4).
Too many insders on the Board creates Groupthink (we know what
we are doing and we are doing it right) and a rubber stamp
approach to important issues. Those in subordinated positions
within the company are unlikely to dissent on fear of losing
their job.
It is therefore of paramount importance to seek a change in
the composition of the Board by ensuring outsiders to be a
majority on the Board, and then outsiders who are more visible
than the ones presently on the Board.
Current stock holdings (i.e. as reported on March 10, 1997)
which includes shares issuable upon exercise of options within
60 days from 3/10 (between [ ]). Mind you, it is unclear if,
and if so what perecentage of these options were exercised.
S3-ers
Banatao 802,594 [149,681]
Holdt 337,271 [110,844]
Johnson 136,212 [131,573]
Yara 408,442 [161,406]
Outsiders
Colligan 25,000 [ 25,000]
Lee 35,000 [ 35,000]
Santoro 28,536 [ 28,536]
You can see how tough it may be for the S3 group to share power
in a meaningful way. IMO This is a rubber stamp Board.
All directors and executive officers as a group own 1,926,803
shares or 3.9 %.
However, and this is important (mind you, this is as of 3/10/97
and this may have changed), J&W. Seligman & Co, NY owns 2,961,800
shares or 6.0 %. If they still own 6 %, they would be rather
unhappy to say the least.
Getting Seligman on board for our efforts or tailride on theirs
may bring the desired result. I am not sure J&W S is lurking
on this thread, but if they are perhaps they can let Ken know.
If we want to achieve change we better start early.
JMHO
Jan |
