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Technology Stocks : SOFTKEY=MERGER MANIA

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To: steve host who wrote (915)	3/16/1997 11:23:00 PM
From: Thomas C. Donald	of 966

The conversion price for the notes is $53 per share. What is especially nice is that TLC is currently buying shares which it can later swap for debt, and it is paying only one-sixth of the conversion price. This is an even better deal than it is getting on the debt that it is currently redeeming for 78 cents on the dollar. It has been speculated that TLC's share price is down because of concern about its debt. If TLC could buy enough stock at the current low prices to use for eventual conversion of the debt, then the effective amount of its debt is reduced dramatically -- perhaps as much as by a factor of five overall. I wonder if those concerned about the debt realize this?

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