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To: Thomas Haegin who wrote (2513)	7/2/1998 10:21:00 AM
From: diana g	Respond to of 3115

Hi Thomas, you wrote "... blank check gives them too much leeway for all sorts of motives, IMO." Yes, but you have to like the candidness of calling it "Blank Check" Preferred Stock, don't you? <G> My guess is that's why they want it. The Leeway. Could be used for acquisitions, or lots of other things besides blocking a takeover. From the Company's point of view, this is a very desirable Tool. From our point of view as stockholders, it may give them more free rein than we would prefer. I think the potential for Dilution certainly is worrisome. And I'm not so enthusiastic about blocking a takeover (at say $30?<g>). On the other hand, if the people running the Company are trustworthy, I'm inclined to give them the tools they want to do the job of running and growing the company. Of course I'm just a simple grrl who has only a minimal understanding of these things. I'd very much appreciate information and opinion from others.

To: Thomas Haegin who wrote (2513)	7/3/1998 10:13:00 AM
From: diana g	Read Replies (1) \| Respond to of 3115

Re: Effectiveness of Defences Against Takeover Hi Thomas + Thread, Just stumbled into this article. Thought it might be of interest here. schwert.ssb.rochester.edu Poison or Placebo ---- Evidence on the Deterrence and Wealth Effects of Modern Antitakeover Measures "This paper provides large-sample evidence that poison pill rights issues, control share laws, and business combination laws have not systematically deterred takeovers and are unlikely to have caused the demise of the 1980s market for corporate control, even though 87% of all exchange-listed firms are now covered by one of these antitakeover measures. We show that poison pills and control share laws are reliably associated with higher takeover premiums for selling shareholders, both unconditionally and conditional on a successful takeover, and we provide updated event study evidence for the three-quarters of all poison pills not yet analyzed. Antitakeover measures increase the bargaining position of target firms, but they do not prevent many transactions." BTW, my VHO is that this study is flawed and proves nothing. regards, diana