To: JM who wrote (524 ) 12/17/1997 11:52:00 AM From: M.A. Miller Read Replies (1) | Respond to of 4155
Further thots on Dirks. I just posted to you because it was easy. I'm not directing it to you though. Dirks claims in his updated "sell and sell short" report on CNC (issued 12/14/97) that CNC is violating the terms of the Preferred stock issue by using the some of the $500 million raised for stock buyback announced by CNC on 12/12/97. Not True!!! The prospectus filed by CNC on 12/9/97 with SEC for the PRIDES (pref. stock) issuance, clearly states that the proceeds can be used for any general corporate purpose. Anyone who knows CNC knows that stock buybacks are a often used, and favored, corporate purpose. The only thing the prospectus does mention is that the proceeds will be used to pay down existing credit lines of debt. Well, that doesn't mean that CNC can't borrow $200 million on credit lines for stock buyback and then use PRIDES proceeds to pay down the credit line by $500 million. Just another clear example of how Dirks uses suggestions of wrong doing to slam CNC. It shows me that he has actual malice toward CNC, not being objective. Even if I were wrong on the Prides Prospectus, you can be sure that the buyers of PRIDES would already be lined up for possible suits against CNC if Dirks was right. He's obviously misleading on this one. I see CNC insiders loading up on CNC stock, exercising options and then not selling the acquired option shares, $15 million share buybacks. CNC is getting all the stock it can because it will do very very well. Key question. If you were a CNC director (like Massey), a retired banker, why borrow $1 million with your personal assets on the line to buy CNC stock for $43? To further the CNC fraud and make it appear that all is well, as some CNC haters would say? No way. If you or I were a director, and CNC was going down the tubes, we would either sell or shares or hold at the least. No way would we be buying any, let alone $4 million shares. This does create personal liability. Do you mean to suggest that if CNC did go belly up and receivers were appointed that they wouldn't go after the personal assets of all the directors and execs who bot the 8 million shares with bank loans. You bet your butt that the courts would enforce those personal guarantees. The whole point is that Dirks may have some valid points, but he's also clearly misleading the public on CNC issues. Second, the inside purchasers are not a sham, they are bullish, and I would much rather be in a stock with inside massive accumulation than all of these other stocks where insiders are selling.