To: blankmind who wrote (22923 ) 11/12/1997 1:41:00 PM From: Gary Korn Read Replies (2) | Respond to of 61433
Blankmind, My pick of CPQ has developed some flaws, even though some kind of news certainly seems to be out there, waiting for release: 1. Two CPQ insider sales just occurred, in November. 10,000 shares by Roel Pieper and 3,333 shares by Mike Heil. I called CPQ investor relations. They said they had given me the WRONG information last time I called (but they did not apologize). It seems that CPQ insiders can sell from 2 days after earnings (earnings were 10/16) through the end of November. Many insiders sold a ton of shares on 10/20. Pieper and Heil just sold more in November. I owe someone a pizza. 2. If material non-public information existed, the CPQ sales might not have happened (if CPQ deemed the info material). 3. CPQ investor relations told me that the company has 2 criteria for a merger: First, the "net synergy" must be greater than the premium paid for the acquired company. Second, a CPQ operations team must be in place at the acquiree before an acquisition is finalized. I asked whether an "outsider" (like Michael Ashby) might qualify as part of that operations team. I was told "no." Investor relations at CPQ also told me that CPQ had looked at literally hundreds of companies and had only acquired 2 so far: Tandem and Microcom. 4. I apparently also was wrong about ASND insider sales in July and August. I got thru to ASND investor relations. First, they advised me that the period during which insider selling was banned (i.e., until October) was self-imposed (the restriction ended when the 8-K wa filed). I asked about a sale in August, and I was told that this was a CSCC employee to whom the restriction did not apply. Same for the July sale. Only after I got off the phone did I realize that the CSCC employees were, of course, ASND employees at the time of their sales. So who knows what is up??? 5. ASND investor relations further advised me that the share selling season for ASND insiders runs from 3 days after earnings were announced through November. There have been no sales in November, so this is a positive vis-a-vis some sort of acquisition, whether or not by CPQ. However, I asked if here was any prohibition on sales currently in place or whether there was material non-public information that would prohibit sales. The woman told me "not that I know of...legal would have this information." I then asked if a merger was in the works, and was told "Our standard response is 'no comment.'" (Which is what she was required to say). All in all, much of the above was not encouraging vis-a-vis a CPQ/ASND merger. Notwithstanding, I believe I owe it to the thread to report what information I'm being told by the various investor relations departments. Gary Korn