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To: Ron McKinnon who wrote (20987)	10/11/1999 9:52:00 AM
From: Larry S.	Read Replies (1) \| Respond to of 53068

USW/QWST/BLS - think i heard CNBC say head of QWST would be receptive to BLS take-over. here are the details of the USW/QWST deal. cheap way to get in: Terms of the Transaction Under terms of the merger agreement, Qwest will issue shares of its common stock having a value of $69.00 for each share of U S WEST common stock, subject to a "collar" on Qwest's average stock price between $28.26 and $39.90 per share. The number of Qwest shares to be issued for each U S WEST share will be determined by dividing $69.00 by the average of the daily volume weighted average prices of Qwest common stock for 15 randomly selected trading days over a 30-day measurement period ending three days before the closing of the transaction, provided that Qwest will not issue more than 2.44161 shares for each U S WEST share or less than 1.72932 shares for each U S WEST share. The obligation, if necessary, under the "collar" may be satisfied in whole or in part with cash if Qwest's average stock price is below $38.70 per share. In determining the cash amount for the collar, Qwest and U S WEST will consider Qwest's desire to reduce dilution to its shareowners, U S WEST potential desire to provide a cash element to its shareowners and both companies' desire to maintain the company's strong financial condition. If the companies decide to provide cash as part of the collar consideration, the minimum exchange ratio would be 1.783. U S WEST may terminate the merger agreement if the closing price of Qwest's shares is below $22.00 for 20 consecutive trading days before the closing, or if the average Qwest share price during the measurement period is less than $22.00.

To: Ron McKinnon who wrote (20987)	10/11/1999 1:48:00 PM
From: Steeliejim	Read Replies (1) \| Respond to of 53068

Whew! is right re. NITE. No great prescience on my part. I was playing off its volatility, and it just seemed to be wedging itself tighter and tighter into a band around 30. Besides there was too much uncertainty for me re. earnings. In my unscientific approach, I noticed that my easy winnings came in the first half of the year. It's been a lot tougher since. I figured that since NITE made most of its $$$ off trade profits, it might be having more trouble too. It looks like those who suggest that it's going to be a free for all out there in the online world are right. The business will continue to grow--but there is going to be cut-throat competition until the industry shakes out IMO. An analogy might be the disk drive business. It's growing like crazy, but it's turned into a minimal profit commodity. I would guess that NITE is going to be broken for the forseeable future--unless it aligns/merges w/ someone(s) Jim