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Technology Stocks : The Learning Company (TLC)
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To: paul richards who wrote (6214)1/6/1999 7:36:00 PM
From: Trader Dave   of 6318
 
Nice language paulie!!

You are actually quite wrong about the 15 million options. They can't vote on the transaction. (If you knew anything about US securities law, you'd know that.)

They only vest in case of a competing offer for TLC from another buyer. It's a purchase protection plan.

Management and the board don't control anything near 40%. Although Lee, Bain and Centre own about 15% of the company, it is currently preferred stock and will vote in a separate class from the common stockholders.

When the vote comes, Mattel stock better be quite close to the $27.50 level or Oleary and Perik will have a lot of trouble convincing the substantial number of very large institutions that are angry with this deal. That's why the vote won't take place until after Mattel releases its final results on January 20th and after the February toy show.

Barad and crew will have to clean up their act and demonstrate they have a viable vision or this deal goes bust.

I may agree with you on one point, this transaction is a pretty clear indication of the strongly self interested nature of the management team. The massive option exercise they get on change of control was a pretty powerful incentive to sell out. (Those options don't vote on the deal either.)

Perhaps we'll see some interesting things at the toy show. But now that this is almost over and your dire predictions of a single digit stock price are incorrect, you have yet to explain your long term affiliation with the company. You've certainly put in an awful lot of effort. When were you fired?

TD
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