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Gold/Mining/Energy : Conac Software Corp COT.V (was Exor Data)
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To: trustmanic who wrote (272)8/11/1997 11:58:00 AM
From: Larry Rossi   of 527
 
To All,
Make sure to advise everyone that you know, who have shares in EDI to make sure they get there proxy in. Even if we are not successful in voting down the share rollback, a substantial vote against will give management some qualms about rolling back the stock.

In many cases the company lawyers advise management to put in a rollback clause in the annual report proxys because in order to rollback a stock later requires a special meeting,plus sending voting material to all stockholders, etc. This is a large cost. Rollbacks are usually worded "if management sees fit" Because a rollback, clause is voted in, does not mean that it will definitely take place.

If the vote against is substantial, you will probably see management withdraw the rollback clause at the meeting. They will likely accompany the withdrawing with a bunch of words like "in fairness to our shareholders we do not feel it is prudent at this time to proceed with the rollback clause" All the while they know that there is a extremely large no vote and do not want the embarassment of being voted down at the meeting.

The way I read the annual report, I do not see a company in dire financial problems. I see a relatively healthy company with a POSSIBILITY of some real future growth. A 3 to 1 rollback is still only going to put the stock in the 50 cents range, no where close to a price, where institutional investors are going to take any notice. Thus there appears to be ABSOLUTELY no reason for this rollback.

Let management know your feelings. Vent your frustration on Paul, I am sure he will pass it on. They sort of pulled the rug out from under Paul's feet. He is trying to promote a company that is doing very well, and then they come up with a garbage rollback scheme.

Make sure you vote.

Larry
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