To: russn who wrote (39671 ) 2/23/2000 11:37:00 AM From: David E. Taylor Respond to of 45548
Russn: Quit worrying. If my previous post wasn't enough, here are the other main statements about distribution: Pages 70/71 of the PALM S-1/A: The Distribution. 3Com intends to, following consummation of this offering, distribute by December 1, 2000 the remaining shares of our common stock that 3Com holds to 3Com stockholders on a pro rata basis. We will prepare an information statement with 3Com and send it to 3Com stockholders before the distribution becomes effective. The information statement will inform the stockholders of the distribution and its specifics. 3Com may, in its sole discretion, change the distribution date. 3Com intends to consummate the distribution only if the following conditions are met, any of which may be waived by 3Com: . the Internal Revenue Service must issue a ruling that the distribution of Palm common stock will be tax-free to 3Com stockholders and that the transaction will qualify as a reorganization for United States federal income tax purposes; . all required government approvals must be in effect; . no legal restraints must exist preventing this distribution; and . nothing must have happened in the intervening time between this offering and the distribution that makes the distribution harmful to 3Com or its stockholders. Page 103 of the Agilent S-1/A: The Distribution. By the middle of calendar year 2000, Hewlett-Packard intends to distribute the remaining shares of our common stock Hewlett-Packard holds to Hewlett-Packard stockholders on a pro rata basis. We will prepare an information statement with Hewlett-Packard and send it to Hewlett-Packard stockholders before the distribution becomes effective. The information statement will inform the stockholders of the distribution and its specifics. Hewlett-Packard may, in its sole discretion, change the distribution date. Hewlett-Packard intends to consummate the distribution only if the following conditions are met (any of which may be waived by Hewlett-Packard): . the Internal Revenue Service must issue a favorable tax ruling on the tax-free status of the transaction and the transaction qualifies as a tax-free reorganization under Sections 368(a)(1)(D) and 355 of the Internal Revenue Code of 1986; . all required government approvals must be in effect; . no legal restraints must exist preventing this distribution; and . nothing must have happened in the intervening time between the initial public offering and the distribution that makes the distribution harmful to Hewlett-Packard or its stockholders. Again, legal boiler plate. The IRS letter ruling is a formality. The only question about D-Day is whether it will be in about 6 months time (August), or by the 12/1/00 latest date in the S-1/A. David T.