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Technology Stocks : DSSI/DATA Systems & Software -- Ignore unavailable to you. Want to Upgrade?

To: Creditman who wrote (752)	10/17/1998 9:51:00 PM
From: yosi s	Respond to of 1061

The Registrant has agreed to a settlement of its pending litigation with Sanford L. Kane, former vice president of the Company, and former chairman and chief executive officer of its Tower Semiconductor Ltd. affiliate The following from Free edgar 10 2 98 report described in Item 3 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 1997. The settlement provides for the payment by the Company to Mr. Kane of $500,000 and the issuance to Mr. Kane of 50,000 shares of the Company's Common Stock. The Company had previously established an expense accrual of approximately $290,000 in connection with Mr. Kane's resignation in 1995.

To: Creditman who wrote (752)	10/17/1998 9:55:00 PM
From: yosi s	Respond to of 1061

COMMON STOCK, PAR VALUE $.01 PER SHARE 1,230,000(1) $6.13(2) $7,543,750 --- --------------------------------------- ------------------------ ----------------- -------------------- --------------- COMMON STOCK, PAR VALUE $.01 PER SHARE 120,000 SHARES(3) $1.79(4) $214,800 --- --------------------------------------- ------------------------ ----------------- -------------------- --------------- COMMON STOCK, PAR VALUE $.01 PER SHARE 50,000 SHARES(5) $2.75 $137,500 --- --------------------------------------- ------------------------ ----------------- -------------------- --------------- TOTAL: 1,400,000 --- $7,896,050 $2,289.85 ======================================= ======================== ================= ==================== (1) Represents shares that have been issued pursuant to a restricted stock awards or may hereafter be issued upon exercise of options that have heretofore been granted pursuant to the 1994 Stock Incentive Plan of the Registrant (the "Plan").This Registration Statement also registers an indeterminate number of shares of Common Stock which may become issuable pursuant to provisions of the Plan relating to adjustments for recapitalization, stock dividends, etc. (3) Represents shares that may hereafter be issued pursuant to awards under the Plan. (5) Represents shares issued pursuant to a written agreement between Sanford L. Kane, a former executive officer of the Company, and the Company relating to amounts payable to Mr. Kane in connection with his employment with the Company

To: Creditman who wrote (752)	10/20/1998 12:52:00 PM
From: Omer Shvili	Read Replies (2) \| Respond to of 1061

Creditman, First of all, thanks for the kind words. I wasn't at the annual meeting, but I did speak with investors who did attend and I have a pretty good idea of what was said. As to the fact that $400 K is quite common in the US... I don't have a problem with a CEO with a high salary, as long as he does a good job. If the CEO is doing a good job, and shareholders are making money, it's OK for him to get a nice salary. However, if he performs poorly, for any given reason, he shouldn't be getting the same pay he received before. AMAT lowered their executives salary because of the tough times. We all agree that DSSI (and Tower, its major asset) are not doing that great currently, so why should George Morgenstern get the $400K he a year earlier. BTW, he also gets 2 company cars (have no idea why he needs 2 cars) and we (company shareholders) gave him a nice loan to buy a house in Israel. Meanwhile, his performance has been sub-par (just look at the stock price)... he made several errors in the PHD deal, and so far his strategic planning for Comverge hasn't been that great either. Why on earth shouldn't he take a pay-cut, after all we took quite a decent cut - again, just take a look at the stock. Mr. Morgenstern barely owns any shares of OUR company, yet he treats it as if it were his own private company. He must understand that DSSI is NOT his company, it is OUR company, and he is working for us and not the other way around. If he won't understand this very simple notion, we'll have to make him understand... George has a lousy reputation on the street, as well as in Israel (people stay away from DSSI because of him). I am not just bashing him, remember I own shares !!! I tried very hard to interest brokerage firms in DSSI, all of them responded the same way - "we don't like Morgenstern". I don't know exactly why he has such a bad reputation, but as time passes it becomes clearer and clearer. IMO,this company won't reach its full potential as long as he's at the helm. Even when people understand what a great company Comverge is and understand what Tower is really worth, we will still probably carry a hefty discount... I call it "the Morgenstern discount". I believe that with a new guy at the top, investors will take a closer look at the company, and find out what a gem it is. Than we could lose this huge discount, and really make some money. I still think DSSI is a great long term play. Eventually the company's true value will affect the stock's price. Even with Morgenstern, we should be able to reach much higher levels (though, no thanks to him). You asked what I think of Tower. Well, I believe it will be one of the more interesting plays in '99. I don't expect anything spectacular this year, but once we get several announcements regarding the microFLASH (towards the end of the year, or early '99), the stock will start moving higher. Within the next 6 months we'll get several answers questioned, like who will be partner for Flash, Partner for FAB-2, Government grant and more. I believe that the street will like the answers Tower will provide, and take the stock back to its highs. Omer