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Strategies & Market Trends : Anthony @ Equity Investigations, Dear Anthony, -- Ignore unavailable to you. Want to Upgrade?

To: Dako who wrote (51320)	2/3/2000 5:30:00 PM
From: RockyBalboa	Respond to of 122087

The move of PCTH itself is hard to understand: biz.yahoo.com

To: Dako who wrote (51320)	2/3/2000 5:35:00 PM
From: RockyBalboa	Respond to of 122087

Must read, a chuckle, but then it is sad, and the company guys should be put in prison: SOURCE: Pacer Technology Shareholder's Committee Pacer Technology Shareholder's Committee: 'Pacer Board Once Again Places Their Self-Interest and Self-Preservation Above Genuine Shareholder Rights And Interests' LITTLE ROCK, Ark., Dec. 3 /PRNewswire/ -- The following statement was issued today by Pacer Technology Shareholder's Committee: The Pacer Technology Shareholder's Committee (the ''Committee'') today expressed its utter disbelief and frustration with the manipulative tactics and outrageous actions undertaken by the current Board of Pacer (Nasdaq: PTCH - news) during the recent proxy contest and annual shareholder's meeting. Committee chairman, Mr. Geoffrey Tirman, stated, ''I am shocked by the degree of disregard for a fair, open and unbiased proxy contest.'' Mr. Tirman further stated, ''Once again, the incumbent Pacer Board has placed self-preservation and self-interest above that of shareholders. It's unbelievable.'' It is unfortunate and regrettable that prior to and during the annual meeting held on November 16th, Pacer's incumbent board went to great lengths to ensure that not all of Pacer's shareholders received the benefit of the most basic of stock ownership principles -- THE RIGHT TO VOTE. In a blatant effort to disenfranchise shareholders and contrary to common practice, the Chairman of the annual meeting, Mr. Larry Reynolds, closed the polls to proxies with no advance notice immediately after opening the annual meeting, while allowing those voting in person to do so for an additional twenty-five minutes. The net effect of this self-serving maneuver was to disallow approximately 1,000,000 validly tendered proxy votes delivered by ADP, an independent shareholder's services company, which were voted in favor of the Committee's directors. Even though Pacer's By-laws are silent as to the conduct of its meetings, the courts have held on numerous occasions that meetings must be ''conducted fairly and in good faith towards all shareholders'', the implication being all shareholders are entitled to equal treatment. Therefore, proxy agents are just as entitled to cast their votes while the polls are open as are shareholders who are present in person, i.e. equal treatment. Additionally, as many as 900,000 ''routine broker votes'' were voted in favor of Pacer's slate of directors, a practice that is only followed during uncontested proxy matters. The company refused to allow those shares to be voted at shareholders' direction, instead automatically voting those shares in favor of themselves. Mr. Tirman stated ''once again, the board has shown complete disregard for shareholders and has pulled every trick in the book to stay in power, including disallowing votes and making last second alterations to standard meeting guidelines to effectively nullify votes.'' The company even went as far as contacting the ''independent'' counting firm, CT Services, on many occasions during the counting process, effectively guiding CT Services as to which shares to allow and how votes should be cast.'' Mr. Tirman further stated ''that this behavior is so far out of the norm of a fair and open contest, it is disgraceful.'' Based on the Committee's calculations, without tricks and sleight-of-hand, the tabulation of the vote would have resulted in the Committee receiving the right to appoint four out of six board members, effectively gaining control of the board. During the tabulation process, the company approached Mr. Tirman on several occasions offering to ''split the board'' if the Committee agreed not to pursue any legal actions against Messrs. Hockin and Reynolds for their breaches of fiduciary duty and SEC reporting regulations, along with commitments from the Committee to not pursue proxy solicitations in the future and to not purchase any more stock. Mr. Tirman stated, ''I was offended by the request and I consider it to be unethical, therefore I refused.'' Commenting further, ''I cannot in good conscious continue to be associated with a group of people who conduct themselves in such an underhanded and deceitful manner.'' Messrs. Tirman and Merriman both tendered their letters of resignation from Pacer's Board of Directors today, effective immediately. Mr. Tirman stated, ''we are reviewing all of our options.'' SOURCE: Pacer Technology Shareholder's Committee biz.yahoo.com