To: Tom Gebing who wrote (4436 ) 10/19/1998 10:07:00 PM From: Edward Ip Respond to of 12623
This looks interesting, can someone interpret this for me.... 10/19 18:11 Ciena <CIEN.O> amends shareholder rights plan NEW YORK, Oct 19 (Reuters) - Ciena Corp., the telecommunications equipment maker which ended its merger agreement with Tellabs Inc. <TLAB.O> last month, said Monday it amended its shareholder rights plan to eliminate provisions that require certain actions be taken only by continuing directors. Ciena amended the rights plan because of a recent Delaware Court of Chancery opinion, which cast doubt on the legality under Delaware law of so-called "dead-hand" provisions, the company said in a filing with the U.S. Securities and Exchange Commission. Under "dead-hand" provisions, outstanding rights can only be redeemed by continuing directors -- directors who were members of the company's board at the time the rights plan was adopted or someone who later become a board member after being recommended or approved by the majority of the continuing directors. Ciena said it decided to change its shareholder rights plan even though its plan differed somewhat from the plan considered by the court in its opinion. Separately, shares of Ciena jumped 30 percent on Monday after Tellabs chief executive made comments in a television interview that some investors interpreted as a sign the two companies may revive their deal, analysts said. Ciena, the third most active Nasdaq issue, gained 2-13/16 to 12-1/8 on Monday. Tellabs added 2-15/16 to 47-7/8, building on gains seen Friday after the company said it may beat Wall Street's fourth quarter and 1999 earnings estimates. In an interview with CNBC, Tellabs Chief Eexcutive Michael Birck said Ciena is a "seemingly attractive opportunity." Although he never specifically said whether he would consider forging another merger pact with Ciena, some investors viewed his comments as positive, analysts said. Birck told CNBC that one "problem" with Ciena is that the company believes its stock is worth about $30 or $40 a share, instead of about $11 a share, its current trading range. Tellabs spokesman Tom Scottino declined to elaborate on Birck's comments and declined to comment on whether the two companies had revived talks, citing company policy not to discuss market rumors or speculation. Ciena officials could not be reached for comment. One analyst said the speculation over a revived Ciena-Tellabs deal was overblown as Ciena would not likely consider selling with its stock at such a low price. Ciena and Tellabs called off their merger plans last month after a series of bad news clouded Ciena's financial outlook. When the merger dissolved, however, Tellabs said it would consider discussing a future partnership or loose alliance with Ciena.