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Technology Stocks : COMS & the Ghost of USRX w/ other STUFF -- Ignore unavailable to you. Want to Upgrade?

To: mr.mark who wrote (20234)	3/2/2000 1:21:00 AM
From: DAY TRADER	Respond to of 22053

Q) Why did Palm file a Registration Statement? A) On September 13, 1999, 3Com announced plans to conduct an initial public offering (IPO) of the Palm, Inc. subsidiary in early calendar 2000. The initial public offering will be for less than 20 percent of the shares of Palm, Inc. 3Com intends to subsequently distribute or "spin-off" the remaining 80%+ shares of the Palm, Inc. subsidiary to 3Com shareholders of record, contingent upon receiving certain tax and regulatory approvals, approximately two quarters after the Palm IPO. Under this plan, 3Com shareholders will ultimately own shares in both companies. 3Com intends to complete these actions in calendar 2000 subject to market conditions. However, the timing, structure and other terms regarding the subsequent distribution of the shares is solely within the discretion of the Board of 3Com. Moreover, 3Com is not obligated to complete the distribution, and the distribution may not occur by the contemplated time or at all. On December 13, 1999, Palm, Inc. filed a Form S1 registration statement with the Securities and Exchange Commission (SEC). Q) As a 3Com shareholder, how will the Palm IPO/spin-off affect my 3Com stock? A) 3Com plans to conduct an initial public offering (IPO) of the Palm, Inc. subsidiary in early calendar 2000. The initial public offering will be for less than 20 percent of the shares of Palm, Inc. 3Com will still own 80%+ of Palm, Inc. shares and intends to distribute or "spin-off" the remaining shares of Palm to 3Com shareholders of record, contingent upon receiving certain tax and regulatory approvals, approximately two quarters after the Palm IPO. Under this plan, 3Com shareholders will ultimately own shares in both companies. 3Com intends to complete these actions in calendar 2000 subject to market conditions. Q) How will the IPO and spin-off work? Will 3Com shareholders receive Palm shares at the IPO as well as at the spin-off? A) The distribution of shares is actually a two-step process. 1.At the time of the Palm IPO in early calendar 2000, less than 20% of Palm will be sold to the public. These shares will be distributed through a syndicate of underwriters to the public. 2.Approximately two quarters after the Palm IPO, 3Com intends to distribute or "spin-off" the remaining 80%+ shares of Palm stock as a dividend to 3Com shareholders of record. However, the timing, structure and other terms for this distribution have not yet been determined. Q) As a 3Com shareholder, how can I determine how many of my 3Com shares will receive a Palm dividend? How many shares of Palm will a 3Com shareholder receive in the distribution. A) The ratio for the distribution and all other terms and conditions will be established at such time as 3Com Board's approves the distribution, which is contingent on the receipt of a favorable tax ruling and other matters. 3Com's Board is not obligated to approve the distribution. Q) What exactly is a "Palm dividend"? For example, does its price fluctuate? Are they "tradable"? A) To clarify, a dividend refers to the distribution of actual Palm common stock to 3Com shareholders of record at the time of the spin-off. Yes, Palm's common stock will be tradable.