To: Noblesse Oblige who wrote (1140 ) 3/30/1998 6:58:00 PM From: Noblesse Oblige Read Replies (4) | Respond to of 3247
To the "thread," After giving the matter serious consideration, I have decided to vote my shares against *all* of management's nominated Board of Directors. I realize fully, of course, that this action will have no effect on the outcome of the shareholder vote, as it is too late in the process to have any meaningful dialogue with the rest of TFS's stockholders. This is particularly true of the investment funds that hold the shares, as they almost certainly *must* vote for management's choices. Management will also vote its own shares in favor of its own slate, of course. Nevertheless, though a "protest" vote may now seem of little import, my investment experience tells me that this is not so. I believe that there is a very large number of disenfranchised shareholders. Many of them would have to be aware (unless of course, they can be construed as "brain dead") that their investment in TFS has effectively lost money for the last five years, probably the best market period in the history of U.S. securities trading. In fact, if holders had merely invested the proceeds of a yearend 1992 TFS sale in government paper, they would most probably have assets close to 60% or 70% more than what they currently have. An effective protest vote...although "amateur" in context rather than professional, which might well be the case next year...puts the company on notice that a large number of shareholders would, in the future, look favorably on a proxy contest or a full offer for the equity interest in the company. Such an outcome is a serious risk to all of the employees and directors, and would represent a wakeup call for all the parties that earn money as a consequence of their involvement with TFS. One thing is for sure, the shareholders...the owners of permanent capital that make this business possible...haven't had a "payday" in the entire market cycle. It isn't clear to me what level of protest vote will be enough to motivate management to be more concerned about shareholder returns, but I would guess an "amateur" effort that achieves a 20% threshold (which I would consider quite successful given the lack of professional vote gathering involvement) is likely to get some attention. I believe that it is achievable, but only if *all* the shareholders truly give consideration to the probability that management will be more responsive if it is cognizant that its sinecure is at risk to various types of upheaval. In the end, of course, it is the "locals", those Phoenix interests that own a significant portion of this company's equity, that must come to the realization that their "loyalty" to the senior TFS people has actually cost them a good deal of money over the last five years. Although I know few of them personally and can not call upon them to lodge similar protest votes, their own enlightened self interest should push at least a portion of those investors in the direction of sending an unequivocal message to management that it hasn't performed adequately over the last five years. From my own perspective, I would point to the fact that the unacceptable results logged: 1) *still* haven't brought any Board level changes, 2)*still* haven't brought any acceptable level of diversification (particularly now that we know Motorola will account for approximately one half sales in 1998), 3) *still* hasn't resulted in an ongoing *proactive* shareholder communications effort, 4) *still* hasn't given high priority to acquiring ongoing investment coverage by major Wall Street firms (even if the price of such involvement is raising additional capital for expansion purposes), 5) etc., etc., etc. It is up to the shareholders to send a collective "message." My own communications with TFS...although occasionally respected by Liz Sharp or Jeff Buchanan...don't really yield fruit in any ongoing fashion. That is unfortunate, as I was a "sell side" analyst for over ten years prior to establishing myself as a money manager, and I pretty much know the "drill." I can't speak for the others interested in this industry, but when I was working the sell side of the "Street", I had literally thousands of companies that I could follow to fulfill my obligation to my then employer. I still can not see the point on expending time (and valued resources) on companies that do not view maximizing shareholder value as the most important corporate responsibility. Undoubtedly, others share that perspective, as this company still hasn't achieved an *average* valuation, the acceptable minimum that *any* management should tolerate without taking considerable efforts to improve the situation. All readers of this thread should consider whether their own actions can assist in bringing about needed change at this company. I have stated my own views unequivocally, and would welcome *posted* feedback from regular participants (as well as "lurkers") on this important issue of corporate governance. Regretably, it is "up to us."