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Politics : RAMTRONIAN's Cache Inn -- Ignore unavailable to you. Want to Upgrade?

To: Lou who wrote (7112)	7/3/1999 8:07:00 PM
From: PZTee	Read Replies (1) \| Respond to of 14464

It's been awfully quiet around here. But the time has come to vote. Anyone want to begin the debate? YES or NO?

To: Lou who wrote (7112)	7/4/1999 1:16:00 AM
From: David C. Burns	Read Replies (2) \| Respond to of 14464

1A is pretty complicated; you should go to the website to see the proxy to do justice to it. I read it this morning about 3am and was too tired to follow all the twists and turns. They have made a separate deal with one large Pref A holder and bought them out. They have done some negotiating with another (the Capello outfits, I think it was) and have a NONBINDING letter of intent, more negotiations to go. The death spiral aspects are more or less gone; fixed price conversions. Breathing space before conversions can commence again (not long enough!) Proposal 1C is actually proposal 2. Management recommends 1A and 1B YES, 2 NO. But if you vote 1A and 1B NO, they recommend 2 YES. They have to take the position of asking for a YES on 2 if the others fail to have a defense in court that they took every available action. The acknowledge that Prop 2 is just the prior special meeting proposed action and that it is less favorable to common holders than 1A/1B. If they get 1A, they need 1B to be able to have enough adjusted shares to do conversions when necessary. I think reading between the lines they said if only 1A passed, the board would take whatever action they deemed necessary. There was no good reason for them to split 1A and 1B except to get a YES on 1A and a NO on 1B, maintaining a defense as above on Prop 2. But then any negotiations with Pref A holders would collapse. Apparently they have the NEBF in favor of 1A and 1B, although I haven't seen anything directly from NEBF to support that. Still thinking about what is the best course. Definitely NO on PROP 2.