To: Anthony Tsai who wrote (16809 ) 8/3/1999 9:44:00 AM From: Harry J. Read Replies (2) | Respond to of 21342
Anthony - The last Form 13G by WSTL insiders was filed with the SEC in February of 1999. Where'd you get the list? I note that RC Penny & MJ Simon are Voting Trustees for the Penny/Simon family voting trust (established Feb 1994 to hold and vote the Class B WSTL shares) and that most of (all?) the others on your list are beneficiaries of that trust. While the A shares (which are the publicly traded shares) are registered, the B shares (held by the trust) are not. In order to sell the B shares publicly, the B shares would have to be converted to A shares (or be registered which they have not been). Can you tell if that's what's going on? And do you have a sense for how much ownership interest is being sold in the aggregate here? Looks to be about 352,000 shares. As of April 30, 1999, there were 16,914,573 Class A shares outstanding and 19,527,069 Class B shares outstanding. These numbers, by the way, come from an amended Form S-3 Registration Statement filed June 25, 1999, with the SEC. That S-3A would register 8.5 million additional WSTL Class A shares to be used to cover the conversion of the $20 million conv. debentures placed on April 16, 1999, at an initial exercise price of $6.372/share (which can be adjusted upward to the lower of a multiple of the initial price computed annually and the market price for Class A shares, I think; where'd I put that debenture explanation? . . .). The shares also would cover exercise of the outstanding warrants (which expire on April 15, 2004) which have an exercise price of $8.9208/share. Finally, I note that a draft notice of annual meeting has been filed with the SEC. Both the S-3A and the draft notice contain wonderful summaries of where WSTL sees itself today and the risks and rewards of the near future. They make for fun reading, especially for nontraders like me. Regards, Harry