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To: LLCF who wrote (6770)	8/20/1998 10:13:00 PM
From: Proud_Infidel	Read Replies (1) \| Respond to of 10921

DAK, Re: IMO if AMAT wants SVGI they are absolutely wearing it unless there is a poison pill in place. I would like nothing more. IMO AMAT needs to be in the litho arena since it represents ~35% of total capex spending. I believe, perhaps wrongly, it is really only a question of when they will stick their toe in the pool. BK

To: LLCF who wrote (6770)	8/20/1998 11:03:00 PM
From: Katherine Derbyshire	Read Replies (3) \| Respond to of 10921

>> <Thanks for the response. Your point is quite valid about AMAT not being able to do a hostile takeover b/c of the fleeing of talent.> Not to be arguementative because I am not involved in the business... BUT, 1.) where would the "talent" go in a market like this. 2.) I would think the "talent" would love to work for a "deep pockets" firm that they know are in it for the long haul. << Since I made the original comment about talent flight, I should probably be the one to defend it.... There are only a few hundred top drawer stepper and optical design engineers in the world, maybe fewer than that. These people WILL NOT be laid off by their current employers under any circumstances short of bankruptcy. Should they decide to seek greener pastures, they will find them regardless of broad industry conditions, because they're money in the bank to a stepper vendor. (Are, say, the chief oncologist at a top cancer center, the chief software architect at Microsoft, or the best plasma physicist at AMAT ever likely to have to scramble for work? No. That's the class of people I'm talking about here.) As for the virtues of deep pockets, ASML, Nikon, and Canon are all in the stepper business for the long haul, too, and as core litho companies they are likely to be viewed as more comfortable places to be. That's why I made the original argument that a hostile takeover would not be in AMAT's interest. IMO all of this is speculation, though. If AMAT were going to buy SVGL, they would have done it already. Now, they need to worry about using all that cash to keep their own infrastructure healthy instead. Katherine

To: LLCF who wrote (6770)	8/20/1998 11:49:00 PM
From: Ian@SI	Read Replies (1) \| Respond to of 10921

DAK, My guess of 1 1/2 years was wrong, it was almost 2 years ago that they put the poison pill in place. From Edgar last 10K for SVGI, bottom of page 13: PREFERRED SHARES PURCHASE RIGHTS. In September 1996, the Company's Board of Directors adopted a plan for the distribution of one Preferred Shares Purchase Right (the Rights) to the holder of each outstanding share of the Company's Common Stock. The rights expire in September 2006 and are not exercisable until a person or group announces the acquisition of 15% or more of the Company's outstanding Common Stock, or the commencement of a tender or exchange offer for 15% or more of the Company's Common Stock. Each Right entitles its holder to purchase 1/1000 of one new share of the Company's Series A Participating Preferred Stock at an exercise price of $125, subject to certain antidilution adjustments. Additionally, a holder would be entitled, under certain circumstances, to purchase shares of Common Stock of the Company or, in other cases, of the acquiring company, having a market value of twice the exercise price of the Right. Under certain conditions, the Company may redeem the Rights for a price of $0.01 per Right or exchange each Right not held by the acquirer for one share of the Company's Common Stock.