To: Chuzzlewit who wrote (49591 ) 7/2/1998 8:44:00 AM From: Geoff Nunn Read Replies (1) | Respond to of 176387
To Chuz: re: ATT-TCI merger As you know, ATT shareholders had their collective bell rung last week, and it was none other than their own Board and CEO who inflicted the pain - $11bil. loss of market cap. It's obvious the merger is a turkey, with all due respect to our friend Ken, whose contrarian (and Panglossian) views have been noted. As I see it, the only purpose the merger achieves is it fulfills ATT's strategic plan. What is that plan? Answer: Merge with someone, anyone , - and do it as soon as possible. First, ATT tried to buy a baby Bell, then it put out feelers to AOL, and now - TCI...and all in a period of maybe 6 months! They've gone through merger mates like a rhinestone cowboy going through pick-ups at a singles bar. The interesting question now is whether shareholders, who still must vote on the merger, will approve it. In a rational world they would not. Yet the market seems to be signaling they will. If it were certain shareholders would vote against the merger, the $11b. loss of market cap would be unjustified. After all, no merger no harm done. The stock price should return to its former level. The fact that the price hasn't recovered suggests that the damage is permanent, i.e., that the merger will go through. Now, how could shareholders possibly approve? One explanation is that ATT has a high degree of management control, making management autonomous (and unaccountable). While this would explain why the merger is being proposed, I don't think it would entirely explain shareholders failure to oppose it. We know that many mutual funds and pension funds hold ATT shares. On an issue as visible and clear cut as this one, one would expect them to become involved. I don't have the answer, so let me ask you a question. Do you know whether mutual funds can exercise voting rights on shares they hold? My guess is that the Vanguard S&P 500 Index fund may be the largest ATT shareholder - certainly one of the largest. Do you know whether institutions like Vanguard get to vote? Geoff