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Microcap & Penny Stocks : FAMH - FIRAMADA Staffing Services -- Ignore unavailable to you. Want to Upgrade?

To: Mark[ox5] who wrote (9843)	4/1/1998 11:10:00 AM
From: Larry Bongiovi	Read Replies (2) \| Respond to of 27968

I planned to only post one message to this thread, and I already have done that. However after reading the hundreds and hundreds of post, I did not see one post that made any sense as to the outcome of this merger. So I have decided to provide a non-shareholder view of what is the most likely outcome of the existing situation. First of all, there was no chance of FAMH being successful in a hostile takeover of ATXI. Under the best of circumstances, it is almost impossible for one company to takeover another company. Also FAMH would not have accomplished their objective of becoming a reporting company, as they would now own the assets of the other company, but they would still be a Bulletin Board company. So Ira teamed up with another stockholder to put some pressure on ATXI to consider a friendly takeover of FAMH. If you stop and think about it, the only way that a friendly takeover can happen is that it has to be a win for both companies. All speculation on this board is definitely a win for FAMH, but I fail to see how it is a win for ATXI. That is not reality. I would say that there was not one scenario presented that could be considered a win for the ATXI shareholders. If they wanted to own a piece of FAMH, they would have done as most of you have done, and bought some of FAMH stock. They bought the stock of ATXI for many different reasons, and therefore most of them don't see much reason to dismantle their company to possibly make a few extra bucks. Therefore if you can not salvage the existing company somehow, the merger will never happen. If I were a betting person, and I must be, as I am betting on stocks everyday of my live, I would guess that the final outcome of the current talks will look something like this: 1. ATXI will look at the financial data and many other factors to see if they even want to go down the path of a merger. The merger will cost them money, and that is one thing that they can't afford right now, unless FAMH can help their bottom line, and this business disruption needs to have a long term positive effect on their company. 2. Assume that there is a positive outcome from #1, the negotiations will continue with how the new company will be constructed. Most likely scenario will be: The current board of directors will decide what the offer price for the outstanding shares of FAMH. By the looks of the prices of the current two companies, one share of ATXI for each four shares of FAMH seems reasonable. ATXI will probably form a holding company which will become the parent organization. I would guess that William Bednarczyk would be given the post of CEO of this parent organization. Steven Riedel and Ira Monas will be given Senior VP status in the holding company. The board of directors would more than likely be expanded from 7 to 9 positions. Ira Monas and one other will be given the extra two positions. I would assume that the decision as to whom the second person is, will probably be decided by Ira. Two operating divisions will be formed, one will be what we currently know as Atrix International, and the other will be what we currently know as Firamada. Steve Riedel will become president and chief operating officer of the Atrix International, and Ira Monas will become the president and chief operating officer of Firamada. Each chief operating officer will have complete authority and autonomy for their respective divisions. Both operating companies will report up through the holding company. In this scenario, everyone wins. But will it happen. This proposal or something like it will be presented to the shareholders of both companies for approval. Will it work. That depends on a number of things, but the biggest stumbling block will be egos. The most important ego that needs to be satisfied will be that of Ira Monas. Will a reporting structure as outlined above be a satisfactory outcome for him. He certainly has the votes of his shareholder to either accept or reject the final outcome of the merger.