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Technology Stocks : The New QLogic (ANCR) -- Ignore unavailable to you. Want to Upgrade?

To: Craig Stevenson who wrote (14271)	2/11/1998 7:17:00 PM
From: Alan Aronoff	Read Replies (1) \| Respond to of 29386

Craig, The following is from a report by an SEC task force on "disclosure simplification" from 1996. I believe it reflects the way beneficial owners currently disclose ownership, but I could be wrong... <<With certain exceptions, Exchange Act Section 13(d) and the regulations promulgated thereunder require a beneficial owner of more than five percent of a class of equity securities registered under Section 12 of the Exchange Act to file a Schedule 13D report with the Commission within ten days after it has exceeded the five percent threshold. The purpose of Section 13(d)'s reporting regimen is to function as an early warning system to the company, its shareholders and the markets about a potential change in control of the company. However, the scope of the Section 13(d) reporting scheme may place an unnecessary reporting obligation on persons whose acquisitions have a passive investment purpose and thus do not involve the concerns of the Williams Act. Consequently, the Task Force recommends the following Regulation 13D revisions. a. Permit investors with passive investment intent to use Schedule 13G. The Commission should amend Regulation 13D to permit any investor, whether institutional or non-institutional, that acquires or holds more than five percent but less than a certain percentage (e.g., 10, 15 or 20 percent) of a class of Section 13(d) securities with a passive investment purpose, to file a Schedule 13G instead of a Schedule 13D. Schedule 13G is the "short form" Section 13(d) report, which primarily applies to certain qualifying institutional investors. Schedule 13G only requires minimum disclosure of certain basic items of information concerning the beneficial owner's identity and a description of the securities interest in question, and need only be filed within 45 days of the end of the fiscal year in which the threshold is exceeded. While the Commission proposed a similar amendment to Regulation 13D in 1989, it has not acted on this proposal. The Task Force therefore recommends that the Commission revisit the 1989 proposing release and renew the debate on these issues. In determining the best method to implement this recommendation, the Task Force recognizes that the Commission may wish to take into account its intervening liberalization of the proxy rules in 1992, particularly reliance that was placed in that context upon the beneficial ownership rules. Also, in determining the appropriate beneficial ownership ceiling, the Commission again should seek comment on the level of holdings that would implicate a controlling interest. b. Codify staff position permitting control persons of institutional investors to file jointly with such institutional investors on Schedule 13G under certain conditions. Institutional investors who, as part of the ordinary management of their investment portfolios, acquire securities representing more than five percent of a class of equity securities are required under Section 13(d) of the Exchange Act to file reports indicating their beneficial ownership with the Commission. If these securities were acquired with neither the purpose nor effect of changing or influencing the control of the issuer, and not in connection with nor as a participant in any transaction having such purpose or effect, the institutional investor is eligible to report the acquisition on Schedule 13G. Although persons controlling such institutional investors also are considered under Commission rules to be beneficial owners of those securities, such persons are generally not eligible to avail themselves of the short form reporting privilege. Nevertheless, the staff has taken the position in no- action letters that such control persons may file jointly with the institutional investors on the short form report, provided that such control persons' individual ownership (i.e., ownership other than that which is attributable to the person by virtue of their relationship with the institutional investor) does not exceed one percent of the class of the issuer's equity securities. The Task Force recommends the codification of this staff position.>> sec.gov (look out...it's a whopper report)

To: Craig Stevenson who wrote (14271)	2/11/1998 7:32:00 PM
From: Alan Aronoff	Read Replies (2) \| Respond to of 29386

An IBD article. FC's Tier 1 SAN players battling it out in the market place. Hope they're all investing in the best technology available or someone's going to get creamed... News Alert from Investors Business Daily via Quote.com Topic: (NYSE:HWP) Hewlett Packard Co, (NASDAQ:SUNW) Sun Microsystems, (NYSE:CPQ) Compaq Computer Corp, (NYSE:DEC) Digital Equipment Corp, (NASDAQ:MSFT) Microsoft Corp, Quote.com News Item #5379642 Headline: Computers & Technology DEC 'Partners' Fair Game For HP, Sun ====================================================================== The best defense is a good offense. So goes the thinking at Hewlett-Packard Co. and Sun Microsystems Inc. Both companies are reacting to rival Compaq Computer Corp.'s planned $9 billion buyout of Digital Equipment Corp. DEC, Sun and HP compete in Unix systems. This standard operating system dominates the market for high-end networks. Compaq has focused on lowerend systems running Microsoft Corp.'s Windows NT operating software. Alert to the new challenge from Compaq, HP and Sun are eyeing DEC's customers, distributors and employees. Most vulnerable are DEC's customers who use Unix software. Some observers question whether Compaq will continue to support DEC's Unix base. Unix is Sun's core business. And the company will actively recruit Digital engineers. "There's some really great Unix development people at DEC. We're going to see if we can lure a few," said John Shoemaker, vice president and general manager of Sun's Enterprise Server and Storage Group. HP is concerned about the threat of Compaq as a rival soup-to-nuts computer systems house. "This does present a serious challenge to HP . . . . Of course, it's a concern to us," said Nick Earle, worldwide marketing manager for HP's Enterprise Systems Group. As such, HP has begun a number of poaching initiatives. The company has posted on its Web site the following message addressed to Digital's Unix customers: "As a Unix professional, news of Compaq Computer's proposed buyout of Digital may have first brought a sigh of relief. A financially sound PC manufacturer has stepped in to rescue your chosen vendor for Unix platforms. But, upon further reflection, you may become a bit nervous about the potential ramifications of the merger . . . " That's just the first volley from Palo Alto, Calif.based HP. HP also has targeted Digital's customers with a new print media advertising campaign. One ad reads: "Digital. Totally committed to Unix. Until last week." And HP has bought a list of DEC customers, who soon will receive direct mailings from HP, Earle said. The HP pitch will be to offer Digital computer users attractive trade-in terms. "We're offering buybacks. We'll buy back (Digital Vax and Alpha servers) as trade-ins for HP systems," said Earle. HP will pay "extremely generous" prices, he said. Many Unix systems are marketed through resellers. And HP has Digital's resellers in its cross hairs. "We are definitely looking at Digital resellers, Unix resellers," said Earle. Unix resellers provide more value in the form of technical expertise and software than, say, PC or NT systems resellers. Hence, HP's interest in luring away Digital's Unix channel partners. Compaq likely will support Digital's high-end Unix customers, says Chris Christiansen, an analyst with Framingham, Mass.-based International Data Corp. These, after all, are some of the large commercial accounts that interested Compaq in the first place. But Compaq likely will try to steer smaller Unix customers toward its NT systems, says Christiansen. Will HP and Sun be able to siphon off business from Compaq? "I think it's going to be real tough," said Christiansen. "A lot of customers are fairly happy with the acquisition." HP's Earle says there have been no big defections yet. But he hopes to have at least one major Digital trophy customer by the end of the month. "We're hoping for an early win," said Earle.