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To: joe who wrote (20559)	8/13/1998 7:38:00 PM
From: David Lawrence	Respond to of 45548

Joe, The short answer is that the poison pill requires the buyer to negotiate with the Board and management, where they can get benefits like lucrative employment contracts, seats on the board or committees of the surviving company, accelerated vesting in stock options, repricing of existing options, etc. More times than not, that's exactly what happens. However, sometimes they work to prevent a buyout. The most recent example that comes to mind is the failed takeover of Computer Sciences Corporation by Computer Associates. It was a nasty piece of work, and it cost both companies a bunch of moola, especially CA.