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Non-Tech : Zany Brainy -- Ignore unavailable to you. Want to Upgrade?

To: FUZFO who wrote (150)	10/6/1999 5:30:00 PM
From: Lane Hall-Witt	Read Replies (1) \| Respond to of 485

Here are two passages on this issue from the Prospectus: Our executive officers and directors and certain other shareholders, have agreed not to sell or otherwise dispose of any shares of common stock for a period of 135 days after the date of this prospectus and not to sell two-thirds of such securities until January 31, 2000, without the prior written consent of DLJ. We have agreed not to sell or otherwise dispose of any shares of our common stock for a period of 180 days after the date of this prospectus. (P. 51) * * * Our executive officers and directors and some of our shareholders have agreed that, for a period commencing on the date of this prospectus and ending on January 31, 2000, and subject to certain exceptions, they will not, without the prior written consent of DLJ, do either of the following: . offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of common stock or any securities convertible into or exercisable or exchangeable for common stock; or . enter into any swap or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of any common stock; provided, however, that with respect to one-third of the shares of common stock held by each such shareholder, the restrictions set forth above shall lapse 135 days after the date of this prospectus. We have also agreed to the restrictions set forth above but for a period commencing on the date of this prospectus and ending 180 days after the date of this prospectus. (PP. 53-54) The question is: in these passages, who does "we" represent? Is "we" the same group that also agreed to the 135-day lockup -- in which case the 180 days presumably would trump the 135 days, and no shares would be available for 180 days? Or is "we" a separate group -- in which case some shares come out after 135 days, and additional shares after 180 days? I've been assuming that "we" is the company itself (as appears to be the case throughout the Prospectus) and therefore is separate from the shareholders who made the 135-day agreement. But I could be wrong--. I'm long, one way or the other. Prospectus available at freeedgar.com