To: Q. who wrote (12393 ) 5/6/2001 5:01:35 PM From: George McMeen Read Replies (2) | Respond to of 78615 N squiggle - you will enjoy:redherring.com further - have you seen:placementtracker.com over on the left side of their site you can *click* for all private placements done by month. seems they are would be a terrific resource for the S-3/A pour overs you/I/others used to do. it is time to return to your "death-spiral" roots.Subject 15250 Subject 15251 Subject 15252 "It doesn't look like things are going to get better anytime soon," says Brian Overstreet, president and cofounder of DirectPlacement.com. "We've already seen a pretty active PIPE market this year, but it is going to pick up even more into the second quarter." Death-spiral deals allow a company's PIPE investors to reprice the conversion rate in the face of a declining stock price and thereby acquire more shares. Although these deals already have received a large amount of negative publicity because of the impact on existing investors, Mr. Overstreet expects their volume to increase in 2001 as private investors look for downside protection against companies that are struggling to turn around their operations. .... This was the case for Log On America (Nasdaq : LOAX), a regional Internet provider and competitive local exchange carrier (CLEC), after completing a $15 million convertible preferred stock PIPE offering last February. Rather than marking the turning point for Log On America, the stock subsequently fell 89 percent from the negotiated investment price of $16.31 to close Monday at $1.66. With the stock well below the conversion price of $24.615, Marshall Capital Management, HFTP Investments, Fisher Capital, and Wingate Capital were able to adjust the number of shares eligible for conversion. The initial stock price decline could be attributed to any number of company-specific problems, but Log On America management alleges the drop was due to market manipulation on the part of the investors in the deal. As such, the company filed suit last month against Credit Suisse First Boston, the parent of Marshall Capital Management, to seek recovery of $100 million in damages associated with the PIPE. ---- yes, the "market manipulation" by the investors in the placement --- the loan-sharks strike again. Cheers. George