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Non-Tech : Am.United Global, Inc. (AUGI)

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To: trouthead who wrote (2052)	6/26/1999 3:08:00 AM
From: Mitchell B. London	Read Replies (1) of 2065

AUGI will probably contend that this transaction does not trigger the conversion. I'm not an attorney, but in my lay opinion, I don't think such a claim would hold up in court... Frankly, I don't think AUGI mgmt has ever reviewed the ConnectSoft Merger Agreement since closing the deal in 1996. We were concerned about the possibility of corporate shell games, and so we carefully negotiated wording of the section which defines a "Subject Entity". I believe that it addresses situations such as what AUGI did with ConnectSoft. Although a separate corporate entity (often referred to as "new" ConnectSoft) was formed, it (as well as interGlobe) became a Subject Entity by virtue of the fact that it carried on the ConnectSoft business and took possession of substantially all of ConnectSoft's assets including its trademarks. > Do I need a lawyer? Or should I just contact AUGI directly. Again, I'm no lawyer ... but here's what I'd do: I would send certificates directly to the transfer agent along with a cover letter that specifically asserts that a 3:1 conversion now applies and which requests this conversion into common shares. They will send your request to the company for confirmation. If the company responds by disputing the claim - then a lawyer may be required to help assert the Pfd shareholders rights (as a class). It is entirely possible that AUGI will surprise us and happily oblige the 3:1 conversion request, since they have a bit of a dilemma in that the Pfd shares do still have a $3.50 liquidation preference (which is sort of like a liability). Triple conversion is worth only 54 extra cents a share at market value, and there are only about 600,000 shares still outstanding. They might just like to rid themselves of this issue. Good luck. Keep us informed of what happens. Was great to see you too JB! Your brother is a remarkable man. His wedding was quite an event and I'm very glad to have been there to experience and participate in it. Congratulations. - Mitchell

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