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To: C.K. Houston who wrote (91)11/9/1997 9:11:00 PM
From: gamesmistress  Read Replies (1) | Respond to of 411
 
TPRO a Takeover Target? 11/4 -11/5

From: Douglas Rushkoff Tuesday, Nov 4 1997 2:59PM EST Reply #5406 of 5533

I've been wondering if there are any cases, historically, of the US government or
military taking over a company's resources in the name of national security or
national emergency.

If the Y2K crisis is as bad as many here are hoping, and the government, DOD, CIA,
etc., are up to their eyeballs in non-compliant imbedded chips, then what would stop
them from simply comandeering TPRO's resources in the name of national security?

From: RDavidson Tuesday, Nov 4 1997 3:24PM EST Reply #5409 of 5533

I know it is not contemporary history, but how about Roosevelt's "Bank Holiday"? On
a very small scale, look at the disruption caused by the UPS strike. If the means of
production, or national defense are in jepordy, I suppose anything can happen.

From: M. Frank Greiffenstein Tuesday, Nov 4 1997 3:48PM EST Reply #5410 of 5533

Two points. Doug R., I believe Truman threatened to send troops to take over steel
companies during the Korean War. Maybe my history is fuzzy, but that pops into mind.

Second, the price action on TPRO is surprisingly tepid today, despite high volume. My
read is this: The news item is after all just an alliance, not a guarantee of $$. As a
veteran of the Zitel wars, I can tell you that the Market is no longer getting excited
about alliance or VAR announcements. This used to be an investable event in
1995/1996 but no longer. These are considered a dime a dozen. Now, I happen to
think this is not your typical arrangement, as an insurance company interested in y2k
liability issues is involved, and they are likely to put more pressure on clients to get
TPRO consulting than lets say VIAS would put on its clients to use Matridigm
software. Nonetheless, with regards to y2k, there has been a definite change in
mentality from "any news is good news" to "show me the y2k money!!"

If the news items that are supposed to come shortly are just VAR-type
announcements, do not be surprised if there is not much headway in price. Only news
of a contract with definite $$ terms discussed will launch this baby.

From: JDN Wednesday, Nov 5 1997 5:24AM EST Reply #5435 of 5534

Dear Douglas: I didnt check your profile, but you must be younger. Of course there is
LOTS of Precedent. During WWII (The Big One) they took over nearly all heavy
industry. First to insure changeover to the wartime production needs and secondly to
limit profits. That isnt going to happen here. Thats the LEAST of my concerns. I would
be far more concerned about another company like FLUOR buying TPRO now while
the price is nowhere near what we believe its worth. I have yet to get an answer as to
whether or not the company has adopted any antitakeover provisions. JDN

From: Ed Howell Wednesday, Nov 5 1997 6:51AM EST Reply #5439 of 5536

JDN
Regarding takeover - this is from CK in clubhouse post 487 on 9/9/97 -

-------------------------------
There's no poison pill. <-This was discussed some time ago. But, honestly ... I'm so
tired from doing my research and posting, I just don't feel like looking it up. I'm sure
you'll get an answer.

In regards to why someone hasn't bought them out ... Even TPRO and Jenkins didn't
know what they had ... until recently. A couple of months ago if you talked with
anyone at the company and mentioned "Year 2000", the hair went up on the back of
their necks, and they'd go on and on and on about how it wasn't a Y2K company.
Drove me crazy!! And, I think it's safe to assume ... THEY KNOW NOW. And, even
though Jenkins has been getting a small salary, while turning the company around ... he
could probably kick himself for cashing in when he did.

From: Gerald Underwood Wednesday, Nov 5 1997 7:44AM EST Reply #5440 of 5536

Re any possible takeover bid.
Will it not ultimately be up to the stockholders as to whether we want to let our vote go for a song?

From: JDN Wednesday, Nov 5 1997 10:06AM EST Reply #5447 of 5536

Ed: I remember that, but it doesnt answer the question. If they have no poison
pill, whats to stop one of their Giant alliance partners simply from swallowing them
up??

From: JDN Wednesday, Nov 5 1997 10:12AM EST Reply #5449 of 5536

Gerry: True of course, but I suspect the stock is controlled by the venture
capitalists not us. All kinds of deals could be struck. JDN

From: Ed Howell Wednesday, Nov 5 1997 10:50AM EST Reply #5454 of 5536

"If they have no poison pill, whats to stop one of their Giant alliance partners simply
from swallowing them up??"

Not anything we can do about it. Show me the money and they can have my shares!!!

749. rt1^ on nov 6 1997 5:38pm

<Wonderware had a ton of cash. Millions. How about TPRO selling a small
amount of Treasury stock to WNDR at a price above the warrant conversion
price?>

Think about that Karl.
Why buy the stock when they can buy TPRO at a song, Think hard. If Wonderware
even gets concerened about the flow, TPRO will be gone. I know this isn't in the
fashion of the "love fest", but however You and I both know that market conditions
and profit are not driven by "Love".
If I were Wonderware, I'd be staking to have a look at the Books.

753. Karl Drobnic on nov 6 1997 9:00pm

TO rt: Re WNDR buys TPRO. WNDR is completely a software company. It
certifies several hundred systems integrators, including TPRO to get the equipment
right with the software. Mgmnt. at WNDR couldn't handle the software changes they
needed to make to stay ahead of the crowd and tanked the stock big time in 1996.
They've just gotten the ship righted and they now have a chance to dominate the
software side of factory floor. They've got a huge lead and my understanding is that
they are totally focused on that. If WNDR buy TPRO, in two years they are left with
a non-strategic asset when TPRO's focus becomes systems integration again. Plus
WNDR only has $50 mil., not enough without borrowing heavily. I don't think
WNDR is ready to take the risk. They need software development and distribution
much more than a systems integrator. But a small position in TPRO makes a lot of
sense given what WNDR knows.

754. Karl Drobnic on nov 6 1997 9:12pm

To rt: Further thought on WNDR - But if WNDR were to buy TPRO in a stock
swap - GREAT! We'd get shares in a company poised to dominate two arenas, the
factory floor software, and factory floor Y2K. Since FactorySuite is Y2K compliant,
and the best there is, WNDR is going to emerge as a Microsoft of the factory floor.
What could be better than to have shares in a combined WNDR/TPRO? Think
seriously about that. WNDR's big bucks, the Y2K CD, the coming deregulation of
the utilities, the biggest factory floor database in the world. It makes great sense.
Maybe I'll stock up on WNDR just in case. By the way, all this originates completely
with me. I haven't heard any rumors, etc.