To: NHP who wrote (21368 ) 12/24/2001 10:32:22 AM From: Art Bechhoefer Read Replies (3) | Respond to of 60323 NHP-->>If insiders can purchase a portion of the debentures, it could be interpreted as a positive sign for the direction of the stock.<< The conversion price of $18.43 is so low, comparatively speaking, that insider purchases could not be interpreted as a positive sign. If the conversion price were, say, $25.00, then that would indicate optimism. The convertibles were issued in a private placement. That is, the securities cannot be publicly traded because they weren't registered with the SEC--a process that is somewhat costly and time consuming. Many companies use private placements as a way of minimizing overall costs. The buyers tend to be large funds or institutions looking for a fairly safe way of buying into growth opportunities, at prices that tend to be below what one would pay through the market. It is better for common shareholders if a company issues convertibles, which start out as debt but turn into equity if the stock goes up enough. Initially there is no dilution of the common shares. In this case, the shareholders really don't benefit very much because the conversion price is just slightly higher than what the stock was selling for prior to the announcement. This needs to be seen in context. The stock is down almost 90 percent from its all time high in 2000. To offer convertibles at a price barely above the current level is not helpful to existing shareholders. I was one of those on SI who thought that Kodak should have purchased SanDisk back in 1998, when Kodak spent about the same amount of money to buy the dry x-ray business from Imation. The dry x-ray business has gone nowhere fast, being a specialty product in a mature field. Had Kodak purchased SanDisk, it would have been able to use SNDK flash cards in its digital camera products, and most certainly its marketing prowess would have assured a steadier demand for CF. But Kodak was not, and is not ready to invest in a field that competes with conventional film. Kodak's strategy all along has been to try to make CF and conventional film complementary. For example, they want customers to get prints from their digital images on Kodak photographic paper. Or they want to act as middleman for those who send digital images to friends, or order online photographic copies. Conventional film remains supreme at Kodak, which is why the company is foundering. SanDisk has had no shortage of ideas for making money off a technology that is rapidly becoming commoditized. But the real problem in their establishing retail brands and kiosks and trying to develop an ID system using SD cards seems to be lack of skills in this area. First and foremost, SanDisk has been a designer, not a manufacturer or a retailer. By not pursuing all patent challenges vigorously, SanDisk has jeopardized its proprietary technology. Its most recent series of legal challenges are too small an effort, coming too late to make much of a difference. All in all, this has been a disappointing investment, but the one aspect of the company which still stands out is its relatively low debt (a little higher now with the issue of the convertibles). If they can improve their margins in the coming year (should be possible if the glut in flash cards is finally ended), they might be able to use their positive cash flow from operations to purchase shares of common. Then at least we would see gains in earnings per share. Don't bet on it, however. Art