Do you have $83 million on the line?
Casey Cowell was holding 1,379,000 shares of USRX and options for another 440,000 shares as of January 17, 1997 (see the January 27,97 proxy statement). At a $60 price the shares are worth around $83 million dollars. Since the deal with 3Com was structured as a "Pooling of Interests" his shares stand in the same place as every other shareholders, eg all he can do is sell his shares in the marketplace or exchange them for the 1.75 shares of 3Com. The pooling of interests structure does not allow for any side deals for Casey to sell has USRX shares at any fixed or guaranteed price to 3Com, so it is important to understand that Casey C's shares won't do any better or any worse than anybody elses USRX share (he does get to accelerate his options and there is an approximate $9 million dollar salary buyout), but the largest part of his "money" in the transaction is in his shares of USRX. If he didn't believe that the merger made sense for his $83 million investment why would he agree to the deal? I still am reviewing the 3Com filings and the merger agreement to get a better handle on the deal, but I think it is worth considering that Casey agreed to put his $83 million of USRX stock into the USRX/3Com pot, based on his very successful track record to date, I am inclined to believe he knows what he is doing.
FWIW
DaleVelk@aol.com
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