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Technology Stocks : The Learning Company (TLC)

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To: Michael Stavy who wrote (6212)1/6/1999 3:03:00 PM
From: Scott Pedigo  Read Replies (1) of 6318
 
I am another person who bought BROD. It had its ups and downs,
and I paid too much for it. But I liked the company anyway
because I liked the products. It had some deals in the works
and I was hoping for a turnaround.

I was not happy to end up as owner of TLC. I didn't know TLC.
Even though BROD's profits were unreliable, it did make them
on some quarters, while losing in others, due to seasonal
sales. TLC, as PR likes to go on, has never made a profit.
Right? There are all kinds of explanations for this, but fact
is, it can't go on forever. Still, I began to feel a bit
better as TLC showed that it could do a good job leveraging
its distribution network. I felt that the market would settle
out eventually with a few big players, TLC being in a good
position among them, and that it would eventually start making
profits.

Now I feel screwed again. I sure as hell didn't set out to
own shares of a moribund toy company. If MAT recovers, there
is a small upside due to what used to be a premium, which at
the moment has vaporized. But I don't see MAT supplying the
growth that TLC could have enjoyed assuming that everything
had gone right.

Phooey! I want to own a software company, not a retail company.
Too bad shareholders who don't like a merger don't get some
kind of option to bail at the price before the merger is
announced. And this practice of granting payments to the larger
party to make backing out of the merger punishing for the
stockholders really sucks the big one.

Question: if the company (i.e. its BoD and officers) doesn't
back out of the merger, and if the big shareholders of 40%
of TLC still vote for the merger, but the small investors
such as myself holding the other 60% all revolt and vote down
the merger, does this count as the "company" backing out of
the merger? Does TLC then have to pay the $35 million?

Because unless MAT recovers in a really BIG way I am voting
NO to this merger, and taking my chances with TLC, PR be
damned.

What about the options granted to MAT mentioned by PR in a
previous post? He conveniently left out any details, like
the exercise price, date, and conditions, and added nothing
to put it into perspective visavis the total outstanding
shares. Has MAT essentially been given some free shares of
TLC, diluting the value of our holdings?
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