To: Joseph Silent who wrote (3291 ) 8/10/1999 3:00:00 AM From: Herschel Rubin Read Replies (1) | Respond to of 10027
I disagree with those who think that something bad is about to happen to NITE. There are rather obvious clues as to why. Here's why... As I posted earlier, from my discussions with the company, Ken Pasternak DID sell his 300K shares on or shortly after the day he filed his SEC Form 144 intention to sell. I believe this sale by THE most prominent insider is a blessing in disguise because it is a signal that there IS NO OTHER SHOE THAT'S GOING TO DROP. Q: Why do I think this effectively disproves some imminent bad news some people (including Morgan) seem to be worried about? A: With the proliferation of shareholder lawsuits against insiders who have "dumped" in advance of bad news, we can be sure Ken Pasternak IS NOT GOING TO RISK HAVING HIS COMPANY ASSAULTED BY THE ATTORNEYS! He's too smart to subject his company and his shareholders to the incessant "class action" spamming on the newswires. Sure people can joke that he doesn't care about his shareholders, but that's b.s. He does care about the company's market capitalization, which, implicitly or explicitly means, he IS concerned about shareholder value. In the course of investing for the past 18 years, I've spoken with numerous IR people, plus CFO's and CEO's. One CFO commented once to me that there are numerous hurdles to cross if an insider wants to cash in some shares: -inability to sell during lockup periods -inability to sell during quiet periods before earnings -inability to sell several hours/days after earnings -inability to sell during quiet periods before special announcements -inability to sell during quiet periods before acquisitions, etc. In other words, being an insider means having to navigate a minefield in order to "safely" sell your shares with being a victim of litigation. Therefore, in a convoluted sense, the only "safe" time for an insider to sell their own stock is WHEN IT IS ABOUT TO GO UP! Such irony, but it's true! And, as a matter of fact, history has borne out this theory with NITE. To verify, take a look at all the insider sales that did occur on 3-March-1999 when NITE was $33.50/share. 3-Mar-99 RAQUET WALTER Sold (S) 450,000 CL A 33.50 $15,075,000 3-Mar-99 STEINMAN STEVEN L Sold (S) 450,000 CL A 33.50 $15,075,000 3-Mar-99 LAZAROWITZ ROBERT M Sold (S) 450,000 CL A 33.50 $15,075,000 3-Mar-99 SANFILIPPO ANTHONY M Sold (S) 50,000 CL A 33.50 $1,675,000 3-Mar-99 WATERHOUSE INVESTOR SERVICES INC. Sold (S) 900,000 CL B 33.50 $30,150,000 3-Mar-99 PASTERNAK KENNETH Sold (S) 450,000 CL A 33.50 $15,075,000 At the time one would have thought the sky is falling? Right? Wrong. Within two months after these sales, NITE more than doubled over $80/share. Either these insiders were terrible at buying and selling stocks (oh, but isn't that their business anyway???). Or, they simply sold during a "safe harbor" period. I suspect the latter, so the March 3rd example provides historical evidence that insider sales do not typically precede bad news. Enough said.