To: nycnpbbkr who wrote (7748 ) 11/2/1997 6:25:00 AM From: D.J.Smyth Read Replies (2) | Respond to of 25960
NYC your posted <<The term "Fundamental Change" is limited to certain specified transactions and may not include other events that might adversely affect the financial condition of the Company nor would the requirement that the Company offer to repurchase the Notes upon a Fundamental Change necessarily afford holders of the Notes protection in the event of a highly leveraged transaction, reorganization, merger or similar transaction involving the Company. See "Description of Notes -- Redemption at Option of the Holder." The term "Fundamental Change" means the occurrence of any transaction or event in connection with which all or substantially all Common Stock shall be exchanged for, converted into, acquired for or constitute the right to receive consideration which is not all or substantially all common stock listed (or, upon consummation of or immediately following such transaction or event, which will be listed) on a United States national securities exchange or approved for quotation on the Nasdaq National Market or any similar United States system of automated dissemination of quotations of securities prices (whether by means of an exchange offer, liquidation, tender offer, consolidation, merger, combination, reclassification, recapitalization or otherwise).>> "fundamental change" means the event in which someone or some other entity acquires the company or all of its stock. The applicable price of $24.35 is the least price at which the bond holders will be redeemed, or cashed out, in the event the company is sold or the "fundamental change" occurs. my reading shows that the bonds cannot be called in for redemption by the shareholders unless the "fundamental change" occurs, i.e., the company is sold. obviously, if the company is sold a "fundamental change" will have occurred. "fundamental change" does not refer to a falling stock price. this is market risk. i'm not not sure what anyone is saying about this. given this information i don't see what the falling stock price has to do with the notes other than individuals were possibly off loading the notes at whatever price they could get and the large holders of common stock on Thrusday and Friday read this degredation as a "sign from heaven" that something was wrong, so they sold and shorted the common too. sharks feeding off of sharks. there appears to be no dilutive effect from the bond holdings. although we sold Cymer the first time in the low $90s because of the uncertainty surrounding the conversion issue (no one needs dilution), i called the company to ask about this bond issue and was told that there was no hidden agenda or risks beyond the normal convertible bond offerings. we obviously should have waited until the S3 wa filed before buying back in, it would have saved us all some intermediate losses. but even though the notes are convertible at $47, most holders of such notes would wait until the price appreciated 10% to 20% of the conversion price prior to converting. it would make no sense to convert to common at $47 and watch your common fall again when you can at least hold the notes and gain at least the interest. you wait until the price begins to appreciate beyond that point and then the conversion becomes more probable. as to why State Street dumped their holdings - who knows. they've probably bought a bunch of puts on the stock and have helped fuel Cymer's price degredation. their business, obviously, is not the support of Cymer or its common, but rather making a fistful of money by buying puts and shorting a stock. maybe State Street helped plant the misinformation regarding Cymer. there are many possibilities - even to the point of Bret and Jay taking money under the table. but given all the possibilities, we should find out the real reason for Cymer's price degredation other than fear feeding on itself. i'm not an attorney.