BWAC,
From the 3Q99 conference call on 4Q99 results:
Operator: OK. Harold Town, please go ahead with your follow-up question.
Mr. Town: Mike, I don't think that we've got any guidance going forward here. Do you think we've seen our last red-ink quarter for awhile?
Mr. Pascoe: Well, I'm always wise enough to turn those questions over to Charlie. Charlie?
Mr. McBrayer: I think that the expectations that are out there are for a fourth quarter that's not a whole lot dissimilar from this quarter. We expect to see some modest growth in revenues, but not real taking off until next year. So, the expectation would be that you'd see some red ink in the fourth quarter also.
Mr. Pascoe: Yes. And, as you've seen, we're investing in a number of areas and I think until the revenue really starts to move, which we're really predicting more in Q1 for a variety of reasons, you know, next quarter won't be a lot different than this one.
>> 5.) Poison Pill. In sum is no defense. <<
Operator: Bob Whitmore [sp], private investor, please go ahead with your question.
Mr. Whitmore: Mike, thanks for taking my call. First, kudos for everything that you and the management folks have accomplished year-to-date, and we look forward to more of it. But, as a private investor, I'd like to bring up an issue - the poison pill that PairGain has. As you well know, PairGain stock has been a trail of tears for most investors over the last two years. Now, we seem poised to have sales and profits, and hopefully stockholder evaluation appreciation. But, given the asset that you have in Avidia, and the other opportunities that you've outlined here, if three or six months from now, we don't see significant progress in sales, profits, and shareholder appreciation, would management consider getting rid of the poison pill, the $55 a share buyout, which in my opinion, if we don't see progress, simply protects management from their failure to perform?
Mr. Pascoe: Yes. Sure, Bob. Let me just say, first of all you mentioned the kudos, and I thank you for that, although I will say that until we start showing strong growth and profitability, I'm not going to take too much credit for it. We're just putting the right things, the steps, in place. And I think that's what you were referring to, so, thanks.
In terms of any poison pill or anything that would prevent us from looking seriously at any kind of merger opportunities, or acquisition requests, or anything like that, I can only say that anything that would make sense from a shareholder perspective -- we're all shareholders. We're not about to not consider anything that looks like a serious offer, and you're right, as we move forward with Avidia, and as we are hopefully successful with that, we will -- you know, I think we would be a naturally attractive company to look at and we would seriously consider anything like that. So, I don't think the poison pill would get in front of any discussions like that. Charlie, anything you want to add to that?
Mr. McBrayer: No. That's a pretty complex area. I mean, you mentioned the $55 a share. There's not really& in the shareholder rights plan, which was approved at a shareholder meeting a year and a half ago, all that does is basically ensures that we -- if an M&A activity did happen -- that we get the best value for the company and bring somebody to the table and it eliminates the ability for a hostile takeover. It is not any kind of hard number that is going to prevent any sort of M&A activity, though.
Mr. Pascoe: And let me just add, I'm actually a fairly strong believer in healthy partnerships, and even consolidation, so, if there's something that makes sense to this company, we'd be moving on it. |
