To: KevRupert who wrote (39667 ) 2/23/2000 11:31:00 AM From: David E. Taylor Read Replies (3) | Respond to of 45548
Advalorem and thread: Relax folks. Compare the following statements: Page 26 of the PALM S-1/A: The Distribution by 3Com of Our Common Stock After completion of this offering and the private placements, 3Com will own approximately 93.3% of the outstanding shares of our common stock, or approximately 92.8% if the underwriters fully exercise their option to purchase additional shares. 3Com currently plans to complete its divestiture of Palm approximately six months after this offering by distributing all of its shares of our common stock to the holders of 3Com's common stock. However, 3Com is not obligated to complete the distribution, and we cannot assure you as to whether or when it will occur. 3Com has advised us that it would not complete the distribution if its board of directors determines that the distribution is no longer in the best interest of 3Com and its stockholders. 3Com has further advised us that it currently expects that the principal factors that it would consider in determining whether and when to complete the distribution include: . the relative market prices of our common stock and 3Com's common stock; . the issuance by the Internal Revenue Service of a ruling that the distribution will be tax-free to 3Com stockholders and that the transaction will qualify as a reorganization for United States federal income tax purposes; . the absence of any court orders or regulations prohibiting or restricting the completion of the distribution; and . other conditions affecting our business or 3Com's business. Page 23 of the Agilent S-1/A: The Distribution by Hewlett-Packard of Our Common Stock After completion of this offering, Hewlett-Packard will own approximately 85.4% of the outstanding shares of our common stock, or approximately 84.1% if the U.S. underwriters exercise their over-allotment option in full. Hewlett- Packard has announced that it currently plans to complete its divestiture of our company by the middle of calendar year 2000 by distributing all of its shares of our common stock to the holders of Hewlett-Packard's common stock. However, Hewlett-Packard is not obligated to complete the distribution, and we cannot assure you as to whether or when it will occur. See "Risk Factors-- Risks Related To Our Separation From Hewlett-Packard--Our business may suffer if Hewlett-Packard does not complete its distribution of our common stock." Hewlett-Packard has advised us that it would not complete the distribution if its board of directors determines that the distribution is no longer in the best interest of Hewlett-Packard and its stockholders. Hewlett-Packard has further advised us that it currently expects that the principal factors that it would consider in determining whether and when to complete the distribution include: . the relative market prices of our common stock and Hewlett-Packard's common stock; . the absence of any court orders or regulations prohibiting or restricting the completion of the distribution; and . other conditions affecting the businesses of Agilent Technologies or Hewlett-Packard. Aplogies for the formatting, I just cut/paste this stuff directly from the S-1/A's. Get it? Just legal boiler plate , common to virtually all S-1's. I wish some of these commentators would do their homework -- this is like the press reports that CSCO's growth was slowing based on a warning footnote in the 10Q, which turned out to have been present in virtually every 10Q CSCO ever filed. Again, relax. No way are COMS/EB going to disappear into the hills with all the PALM stock. We'll all get our bonus, at a time of our own choosing, i.e. whenever we as individuals decide to bale out. David T.