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Technology Stocks : THREE FIVE SYSTEM (TFS) - up from here? -- Ignore unavailable to you. Want to Upgrade?

To: Maurice S. Green who wrote (1195)	4/1/1998 8:59:00 PM
From: Noblesse Oblige	Respond to of 3247

Hi Maurice, There is no doubt that Liz and Dan are fine people, Maurice. I have had the pleasure of meeting both, and find them credible and pleasant. This does not in any way, however, negate the fact that TFS corporate governance has left its shareholders relatively impoverished. It also doesn't address the huge compensation increases to senior managers when the shareholders are under water for five years. It doesn't address the need for an additional 50,000 share stock option as financial "motivation" for the Board Chairman, the largest corporate shareholder, who has already indicated his impending retirement. It doesn't address the fact that there has been minimal diversification in the two years since the Motorola bombshell. One can only guess why this is so, as it must be clear to anyone that although added Motorola sales are nice (and will unquestionably lead to greater profitability) the market's fear about the business concentration would have resulted in greater market capitalization if the incremental revenues came from newly generated (and better diversified) sources. It doesn't address the fact that despite the poor results of this investment, new blood hasn't been brought to the Board. It doesn't change the fact that the company hired a senior officer some time ago, announced that "hire" to the public, thought enough about him to have him address last year's shareholder meeting for nearly 20 minutes, and then never made an announcement about his departure. It is interesting what they consider "full disclosure." It doesn't change the fact that the company has done nothing to improve liquidity in the trading of its shares. Conversely, when there was an opportunity to repurchase shares at favorable prices (and the Board authorized the repurchase), it didn't do that either. It doesn't change the fact that it is out of bounds to ask financial questions of management for virtually 40 days out of every quarter, thus depriving the "Street" of relevant guidance regarding this investment 44% of the time!! It doesn't change the fact that late last year, professional analysts collectively lowered earnings estimates for the last quarter of the year and substantially for the first quarter of this year. Reasons? The company attributed most of it to incipient seasonal variations because its product line was becoming more consumer oriented. Of course, it was only later that the other significant reason was noted: a pushout of an important program (or perhaps programs). It doesn't change the fact that the Board Chairman announced to his annual meeting last year that LCid, on its own, would increase 1998 revenues by approximately 30% - 35%. Current view? No way. Has there ever been a public announcement about the reason for the change? Does this seem like reasonable disclosure to you? Well, I could go on and on if I had the mind to. But you get the general drift, I am sure. I leave it to the rest of the "thread" participants to determine whether the current management team has that elusive (albeit important!) character trait: Forthrightness? Credibility? You decide. I have already made my own decision, and will vote my shares against this Board of Directors for all of the above reasons...and then some. It costs me nothing to render my displeasure. On the other hand, if I am joined by a large number of "independent thinking" investors, a very clear message will have been sent to those "at the top." Have a good evening.

To: Maurice S. Green who wrote (1195)	4/1/1998 10:01:00 PM
From: raefon	Read Replies (1) \| Respond to of 3247

Maurice I am shocked. My clients own approximately 5% of TFS. I have asked to have a meeting with the TFS technologists more than once over the last two years. Never happened. I have called Dan Schott (and I agree with Noblesse, I LIKE DAN AND LIZ) and he did not return my call. I am likely one of the top three or four holders and I can't even get them to spend an hour with me...I have 20 or more brokers who call me and ask about TFS, I have supported the company for many years, I have been a loyal shareholder...Maybe this is the beginning of a trend..I will call Dan Schott, I have 100 questions about the technology.. Thought "the Thread" participants might like to understand more completely the reason for David Buchanan receiving another 50,000 warrants. This comes from page 10 of the proxy statement, fourth paragraph. "The Senior Committee noted that stock options issued to Mr. Buchanan in 1994 were due to expire in 1997. The Senior Committee therefore authorized the issuance of new stock options to Mr. Buchanan during 1997 in the amount of of 50,000 shares" Hmmm...Guess what the closing price was 12/30/94? $36 3/8. I could not find the 1994 proxy but the options should have been based on the closing price 12/30/94. Guess what the new strike price is on the options? $12.75. If the last options had a three year expiration, shouldn't the replacement options have a three year term? Surprise, they have a 10 year term (4/24/07). Noblesse how can they extend the term if they are replacement options? I am trying to find the 1994 proxy information to identify the exact strike price. Anyone have the info? I could not find the info at the Edgar site.