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Technology Stocks : Ascend Communications (ASND) -- Ignore unavailable to you. Want to Upgrade?

To: The BayWatcher who wrote (24393)	11/22/1997 9:58:00 AM
From: Gary Korn	Read Replies (1) \| Respond to of 61433

Some form definitions from the SEC's EDGAR site, rather than from Edgar-Online, a secondary source: 1. A form that would be filed by an acquirer of 5% is a 13D: Schedule 13D This Schedule discloses beneficial ownership of certain registered equity securities. Any person or group of persons who acquire a beneficial ownership of more than 5% of a class of registered equity securities of certain issuers must file a Schedule 13D reporting such acquisition together with certain other information within ten days after such acquisition. Moreover, any material changes in the facts set forth in the Schedule generally precipitates a duty to promptly file an amendment on Schedule 13D. The Commission's rules define the term "beneficial owner" to be any person who directly or indirectly shares voting power or investment power (the power to sell the security). Interpretive Responsibility: Division of Corporation Finance - Office of Tender Offers 2. A form filed by an outright acquirer is a 14D-1: Schedule 14D-1 Any person, other than the issuer itself (see Schedule 13E-4), making a tender offer for certain equity securities registered pursuant to Section 12 of the '34 Act, which offer, if accepted, would cause that person to own over 5 percent of that class of the securities, must at the time of the offer file a Schedule 14D-1. This schedule must be filed with the Commission and sent to certain other parties, such as the issuer and any competing bidders. In addition, Regulation 14D sets forth certain requirements that must be complied with in connection with a tender offer. Interpretive Responsibility: Division of Corporation Finance - Office of Tender Offers

To: The BayWatcher who wrote (24393)	11/22/1997 11:03:00 AM
From: Larry J.	Read Replies (2) \| Respond to of 61433

<I know there are many reasons why one might sell, incl. margin calls, home buying, etc., but for my money, such a huge insider sale at 23.75 is enough for me to sell ASND at a very small gain.> Bay watcher, I respect anyones decison to sell (or buy) based on any reason. However, I beg to differ with you regarding the significance of one 28,000 share insider sale. Even combined with the sales in late Oct. by several ASND execs., the total number (of shares) and dollars pale in comparison to the wholesale insider selling that took place in COMS between 8/7 - 9/29. 11 insiders sold 2.713 million shares at an average transaction price of $50.75 for a total value of $137,692,698. THATS SELLING! (COMS is down 31% since that sale). I'm not sure which Bay you're watching, but if its the S.F. Bay, as is the case for Ascend Communications executives, then Mr. Hendron's $665,000 sale may very well have been nothing more than a down payment on a luxury home. <Of course I understand not wanting to take a huge loss just because 1 insider sold; I probably wouldn't either.> I think you're ignoring the underlying fundamentals that exist here. Go back and read the Comtex report posted yesterday confirming Ascend Communications as the worldwide market leader with 69% of the ISDN and 42% of the frame relay market amongst all ISP's. As well as gaining marketshare in ATM. Unless demand for the buildout of the internet dies tomorrow I am pretty comfortable with ASND's opportunity to return to the very high growth technology company that they became known for. On the other hand, I would not hesitate to sell 100% of my position in ASND in a heart beat no matter how large the loss if I did not believe that the share price would turnaround. Or, if I felt strongly that there was a better vehicle with which to gain appreciation in my portfolio. Larry

To: The BayWatcher who wrote (24393)	11/22/1997 11:10:00 AM
From: Jeff Jordan	Respond to of 61433

Do you really think the ASND insider had to come up with over $600,000 to cover a margin call? I don't. IMHO, the amount of shares sold at 23.75 seems too high to give credence to the reasons we sometimes conjure up for insider selling in order to ignore the obvious-- the guy knows something negative that we don't. Of course, I understand not wanting to take a huge loss just because 1 insider sold; I probably wouldn't either. Maybe he reads Chi-x posts? And thought he would rather scoop up another stock opportunity but needed to liquidate his underperformer to do so? Maybe he just scored big time in Rambus? Just a thought? JJ

To: The BayWatcher who wrote (24393)	11/22/1997 2:10:00 PM
From: jach	Read Replies (1) \| Respond to of 61433

<<ASND buyout. IMHO, we have dismissed the insider sale less than 2 weeks ago of 28,000 shares at 23.75. I know there are many reasons why one might sell, incl. margin calls, home buying, etc., but, for my money, such a huge insider sale at 23.75 is enough for me to sell ASND at a very small gain. I know MU's Simplot sold a ton of shares at the low to cover a margin call but that tends to be the exception rather than the rule. Do you really think the ASND insider had to come up with over $600,000 to cover a margin call? I don't. IMHO, the amount of shares sold at 23.75 seems too high to give credence to the reasons we sometimes conjure up for insider selling in order to ignore the obvious-- the guy knows something negative that we don't. Of course, I understand not wanting to take a huge loss just because 1 insider sold; I probably wouldn't either. Despite the large blocks of buying, ASND seems to be having a lot of resistance breaking 25. Once ASND breaks out to 30 or so with heavy volume, I may lose 5 points but I get more assurance of a confirmed upward move rather than the current possibility of a dead cat bounce. Like Mr. Spock, I would also like to see some insider buying. Gary, I think any insider purchase must be reported to the SEC-- not just insiders who own 10% or more. Until ASND breaks 30 or we see insider buying, the insider sale of 28,000 shares at 23.75 is just too compelling to ignore, especially when you can take a small gain. Has anyone tried to find out more about the insider who sold?>> ASND at the current valuation has great potential to get acquired. Lets look at some facts: 1. mkt cap at only around 4x sales, typial high-tech acquistitions were in the 7-10 times range. 2. large installed base and the product line is extremely attractive for companies that want to get started very quickly in this area which is growing and going to grow at 30-40%. 3. cascade and asnd combined for the price of one if one thinks about a year ago pricing and in reality the fundamentals of product technology for the company has not changed. 4. FR and ATM WAN equipment mkt for the next two yrs are 3B and 3.8B. The access concentrator mkt is also growing. Possible revenues for asnd asssuming 25% grwoth for concentrator and 30% share for WAN switches came out to 1.7B an 2B for the next two yrs. Giving net of 15% the earnings will be 255m and 300m. Per share comes out to around 1.4$ and 1.7$. Assuming conservative 25x will give 35$ and 42$ for the next two yrs; and 30% (more typical) will give 42$ and 51$. Note that the numbers for mkt shares are also conservative numbers.