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To: William R. Polk who wrote (1262)3/21/1998 11:12:00 PM
From: John Arnopp  Respond to of 4467
 
Bill,

What's your source for the number of convertible shares? Fully diluted as of Dec. 31, 1997 was given as only 31.952 million shares. I'd be happy to redo the spreadsheet to reflect fully diluted shares, if we can nail down a number. Either that or we can wait for March 31, as I'm sure there will be other position changes as well.

--John



To: William R. Polk who wrote (1262)3/22/1998 12:37:00 AM
From: ncs  Respond to of 4467
 
William:

My point was that if you consider the conversion of the convertible, then you have to also consider the decrease in liabilities the conversion would bring. As of Year end 1996, there was $90,800,000 in convertible debt which could be converted into 3,132,654 shares at $28.985. If they were converted, liabilities would be decreased by the same $90,800,000, or by $2.68 for each of the then 33.835MM shares outstanding. Adding this $2.68 to your figure of $35.63 brings the new NAV to $38.31, which remains a premium to Friday's close.

In answer to the second part of your question, No I wouldn't be pouunding the table for this fact alone. I've been pounding the table because I think SFE, should be a $30-$60 stock without the NAV. As was discussed a couple of weeks ago, with three rights offerings per year SFE effectively pays a minimum equivilent of a $3.00 dividend. If you cam that at 5% you get %60; at 10%, $30. I'd argue for the higher valuation because of the performance of the "dividend"

With that said, I think agree with John that we need to wait until the end of the quarter to make any adjustments. Hopefully by then we should have received the annual report and can further the discussion on what, if anything other than investments should be included in the NAV.

ASIDE TO JOHN:

See note No. 4 to the financial statements in the 1996 Annual Report. There is a convertible debenture which doesn't appear to be reflected in the diluted numbers. As far as I can tell, there remains an equivilent of the indebtedness convertible into 3,132,654 shares. I'm waiting for the 1997 annual report to verify that no more of the issue has been converted.


Neil



To: William R. Polk who wrote (1262)3/22/1998 12:28:00 PM
From: David Lawrence  Read Replies (1) | Respond to of 4467
 
If they were converted, you would also have to consider the likelihood that they would buy back shares to minimize dilution.