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Technology Stocks : REFERENCE

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To: gamesmistress who wrote (94)11/9/1997 9:43:00 PM
From: C.K. Houston   of 411
 
Takeover Target?: MUSINGS (11/4-5)... No validity OR reason to discuss
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From: Douglas Rushkoff Nov 4 1997 Reply #5406
I've been wondering if there are any cases, historically, of the US government or military taking over a company's resources in the name of national security or national emergency. If the Y2K crisis is as bad as many here are hoping, and the government, DOD, CIA, etc., are up to their eyeballs in non-compliant imbedded chips, then what would stop them from simply comandeering TPRO's resources in the name of national security?

From: RDavidson Nov 4 1997 Reply #5409
I know it is not contemporary history, but how about Roosevelt's "Bank Holiday"? On a very small scale, look at the disruption caused by the UPS strike. If the means of production, or national defense are in jepordy, I suppose anything can happen.

From: M. Frank Greiffenstein Nov 4 1997 Reply #5410
I believe Truman threatened to send troops to take over steel companies during the Korean War. Maybe my history is fuzzy, but that pops into mind.

Second, the price action on TPRO is surprisingly tepid today, despite high volume. My read is this: The news item is after all just an alliance, not a guarantee of $$. As a veteran of the Zitel wars, I can tell you that the Market is no longer getting excited about alliance or VAR announcements. This used to be an investable event in 1995/1996 but no longer. These are considered a dime a dozen.

Now, I happen tov think this is not your typical arrangement, as an insurance company interested in y2k liability issues is involved, and they are likely to put more pressure on clients to get TPRO consulting than lets say VIAS would put on its clients to use Matridigm software. Nonetheless, with regards to y2k, there has been a definite change in mentality from "any news is good news" to "show me the y2k money!!"

If the news items that are supposed to come shortly are just VAR-type announcements, do not be surprised if there is not much headway in price. Only news of a contract with definite $$ terms discussed will launch this baby.

From: JDN Nov 5 1997 Reply #5435
Of course there is LOTS of Precedent. During WWII (The Big One) they took over nearly all heavy industry. First to insure changeover to the wartime production needs and secondly to limit profits. That isn't going to happen here. Thats the LEAST of my concerns. I would be far more concerned about another company like FLUOR buying TPRO now while the price is nowhere near what we believe its worth. I have yet to get an answer as to whether or not the company has adopted any anti-takeover provisions.

From: Ed Howell Nov 5 1997 Reply #5439
Regarding takeover - this is from CK in clubhouse post 487 on 9/9/97:
There's no poison pill. <-This was discussed some time ago. But, honestly ... I'm so tired from doing my research and posting, I just don't feel like looking it up. I'm sure you'll get an answer. In regards to why someone hasn't bought them out ... Even TPRO and Jenkins didn't know what they had ... until recently. A couple of months ago if you talked with anyone at the company and mentioned "Year 2000", the hair went up on the back of their necks, and they'd go on and on and on about how it wasn't a Y2K company. Drove me crazy!! And, I think it's safe to assume ... THEY KNOW NOW. And, even though Jenkins has been getting a small salary, while turning the company around ... he could probably kick himself for cashing in when he did.

From: Gerald Underwood Nov 5 1997 Reply #5440
Will it not ultimately be up to the stockholders as to whether we want to let our vote go for a song?

From: JDN Wednesday Nov 5 1997 Reply #5447
Ed: I remember that, but it doesnt answer the question. If they have no poison pill, whats to stop one of their Giant alliance partners simply from swallowing them up??

From: JDN Nov 5 1997 Reply #5449
I suspect the stock is controlled by the venture capitalists not us. All kinds of deals could be struck.

From: Ed Howell Nov 5 1997 Reply #5454
<"If they have no poison pill, whats to stop one of their Giant alliance partners simply from swallowing them up??">

Not anything we can do about it. Show me the money and they can have my shares!!!

From: rt1^ Nov 6 1997 5:38pm
<Wonderware had a ton of cash. Millions. How about TPRO selling a small amount of Treasury stock to WNDR at a price above the warrant conversion price?

Think about that Karl. Why buy the stock when they can buy TPRO at a song, Think hard. If Wonderware even gets concerened about the flow, TPRO will be gone. I know this isn't in the fashion of the "love fest", but however You and I both know that market conditions and profit are not driven by "Love". If I were Wonderware, I'd be staking to have a look at the Books.

From: Karl Drobnic Nov 6 1997 9:00pm
WNDR is completely a software company. It certifies several hundred systems integrators, including TPRO to get the equipment right with the software. Mgmnt. at WNDR couldn't handle the software changes they needed to make to stay ahead of the crowd and tanked the stock big time in 1996. They've just gotten the ship righted and they now have a chance to dominate the software side of factory floor. They've got a huge lead and my understanding is that they are totally focused on that.

If WNDR buys TPRO, in two years they are left with a non-strategic asset when TPRO's focus becomes systems integration again. Plus WNDR only has $50 mil., not enough without borrowing heavily. I don't think WNDR is ready to take the risk. They need software development and distribution much more than a systems integrator. But a small position in TPRO makes a lot of sense given what WNDR knows.

From: Karl Drobnic Nov 6 1997 9:12pm
Further thought on WNDR - But if WNDR were to buy TPRO in a stock swap
GREAT! We'd get shares in a company poised to dominate two arenas, the factory floor software, and factory floor Y2K. Since FactorySuite is Y2K compliant, and the best there is, WNDR is going to emerge as a Microsoft of the factory floor. What could be better than to have shares in a combined WNDR/TPRO? Think seriously about that. WNDR's big bucks, the Y2K CD, the coming deregulation of the utilities, the biggest factory floor database in the world. It makes great sense. Maybe I'll stock up on WNDR just in case. By the way, all this originates completely with me. I haven't heard any rumors, etc.
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